Bulletin from the Annual General Meeting of Hembla AB

Bulletin from the Annual General Meeting of Hembla AB

The following resolutions were passed at the Annual General Meeting (the “AGM”) of Hembla AB (publ) (the “Company”) on 16 May 2019.

Approval of the annual report and discharge from liability

The AGM resolved to adopt the income statement and balance sheet for the Company and the group for 2018. The AGM also resolved to discharge the board members and the managing director from liability.

Resolution regarding allocation of results

The AGM resolved that the Company’s results shall be carried forward and, thus, that no dividends shall be paid.

Number of board members and auditors, election of board members and auditors and fees to the board members and auditors

The AGM resolved, in accordance with the proposal of the nomination committee, to re-elect the board members James Seppala, Melissa Pianko, Karolina Keyzer, Fredrik Brodin and Donatella Fanti, and to elect Patrick Forslund as new member of the board, for the period until the end of the annual general meeting 2020. James Seppala was re-elected as chairman of the board of directors.

The AGM resolved, in accordance with the proposal of the nomination committee, to re-elect Ingemar Rindstig and Mikael Ikonen, both from EY, as auditors for the Company.

The AGM resolved, in accordance with the proposal of the nomination committee, that remuneration shall be paid with SEK 325,000 to each board member that is not a representative for or an employee of the major shareholder. Thus, with the resolved composition, remuneration shall be paid to Karolina Keyzer, Fredrik Brodin and Patrick Forslund, and James Seppala, Melissa Pianko and Donatella Fanti shall not receive any remuneration. Further, the AGM resolved that the auditor of the company shall be paid as per approved current account.

Resolution regarding principles for appointment of the nomination committee and guidelines for remuneration to the management

The AGM resolved to approve the proposed principles for appointment of the nomination committee and the board’s proposal on guidelines for remuneration to the management.

Resolution regarding authorization for the board of directors to resolve to issue new shares

The AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to resolve to issue new shares on one or several occasions until the next annual general meeting, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. However, such issue of shares must never result in the Company’s issued share capital or the number of shares in the Company at any time, being increased by more than a total of 10 per cent. The purpose of the authorization is to enable the board to acquire businesses or real estate or to improve the company’s working capital position.

Resolution regarding authorization for the board of directors to resolve to repurchase and transfer own shares

The AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to, on one or several occasions until the next annual general meeting, resolve to repurchase as many own shares as may be purchased without the Company’s holding at any time exceeding 10 per cent of the total number of shares in the Company. Furthermore, the AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to, on one or several occasions until the next annual general meeting, resolve to transfer (sell) own shares. The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the Company, to provide flexibility with regard to the Company’s possibilities to distribute capital to its shareholders and to enable hedging of the Company’s obligations under its incentive programs. The purpose of the authorization to transfer own shares is to enable the board to make corporate and real estate acquisitions or to raise working capital or broaden the shareholder base.

Resolution on the adoption of a long-term incentive program in the form of warrants 

The AGM resolved, in accordance with the board’s proposal, to adopt a long-term incentive program (LTIP 2019). The incentive program includes an issue of not more than 500,000 warrants entitling to subscription of ordinary shares of series B in the Company. Not more than 55 key persons and members of the executive management in the Hembla AB group shall have the right to participate in the long-term incentive program.

For more information, please contact:

Svein Erik Lilleland, CEO, Telephone: +46 (0) 8 121 317 25, E-mail: sel@hembla.se

This information was released for publication at 3.30 PM CEST on 16 May 2019.