At the Annual General Meeting (AGM) of Vertiseit AB (publ) today, April 27, 2022, the Parent Company's and the Group's income statement and balance sheet for the fiscal year 2021 were approved. The meeting decided that no dividend shall be paid for the fiscal year 2021. The Board of Directors and the CEO were granted discharge from liability for the fiscal year 2021.
Approval of annual report and discharge from liability
The AGM resolved to approve the Parent Company's and the Group's income statement and balance sheet for the fiscal year 2021. The meeting resolved that the company's profit for the fiscal year 2021 be capitalized and carried forward and that no dividend be paid. The Board of Directors and the CEO were granted discharge from liability for the fiscal year 2021.
Board and auditor
In accordance with the Nomination Committee's proposal, the AGM resolved that the Board shall consist of six members elected by the Annual General Meeting without deputies. The AGM re-elected the board members Vilhelm Schottenius, Emma Stjernlöf, Jon Lindén, Mikael Olsson, Adrian Nelje and Johanna Schottenius. Vilhelm Schottenius was re-elected Chairman of the Board for the period until the end of the next AGM.
The AGM further resolved, in accordance with the Nomination Committee's proposal, that the remuneration shall remain unchanged at SEK 200,000 to the Chairman of the Board and at SEK 100,000 to each other member elected by the AGM, whereby the total remuneration amounts to SEK 700,000. No compensation shall be paid for committee work.
KPMG AB was re-elected as auditor for the period until the end of the next AGM. The authorized auditor Jan Malm will continue as the principal auditor. It was decided that remuneration to the auditors shall be paid in accordance with approved invoices.
Rules for the Nomination Committee
The AGM also resolved on unchanged rules for the appointment of the Nomination Committee prior to the next AGM.
Changed terms regarding existing warrant programs
The Annual General Meeting resolved, in accordance with the Board's proposal, on changes to the terms of previously issued warrants within the framework of option programs TO 2A and TO 3A in accordance with the terms presented in the notice.
Directed issue of warrants – incentive program
The AGM resolved, in accordance with the Board's proposal, on a directed issue of a maximum of 1,175,000 warrants, corresponding to 6.3 percent of the company's total number of outstanding shares, in accordance with the terms presented in the notice for the introduction of an incentive program.
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, accrue to the wholly-owned subsidiary In-Store Experiences AB. The AGM approved that the subsidiary on one or more occasions against payment be given the right to transfer warrants to current and future key personnel in senior positions and other employees within the Group.
Authorization for the Board to decide on a directed new issue of shares and / or convertibles
The AGM finally resolved to authorize the Board to, on one or more occasions during the period up to the next AGM, decide on a new issue of shares and / or convertibles in accordance with proposals submitted to the AGM. The Board of Directors can decide on the issue of shares and / or convertibles with deviation from the shareholders' preferential rights and / or with a provision on non-cash, set-off or with other conditions in accordance with the Swedish Companies Act. The total number of shares and / or convertibles covered by issues during the authorization may correspond to a total of no more than 25 percent of the total number of issued shares per day of the notice convening the AGM.
