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Resolutions from Annual General Meeting 2019
The following resolutions were resolved by the Annual General Meeting on 13 May 2019:
- The AGM resolved to adopt the profit and loss statement and the balance sheet for the Company as well as the consolidated profit and loss statement and the consolidated balance sheet for the group, and that that the Company’s balanced result will be carried forward.
- The AGM granted discharge from liability to the board of directors and the CEO for their management during 2018.
- The AGM resolved that the board of directors shall be composed of six (6) ordinary members without deputies and number of auditors shall be one (1) for the period until the end of next Annual General Meeting.
- The AGM resolved on remuneration to the board of directors of SEK 530,000 in total, of which SEK 130,000 to the chairman of the board of directors and SEK 80,000 each non-employee members of the board of directors elected by the Annual General Meeting. The fee for work in the audit committee shall amount to SEK 35,000 for the chairman and SEK 25,000 to each of the other members. The fee for work in the remuneration committee shall amount to SEK 30,000 for the chairman and SEK 20,000 to each of the other members. The AGM also resolved that as in the previous year, auditors’ fees are payable in accordance with approved account pursuant to customary billing terms.
- The AGM resolved, for the period until the end of the next Annual General Meeting, to re-elect Fredrik Burvall, Patrik Christiansen, Andre Lavold and Andereas Friis as members of the board of directors. Further, it was resolved that Lisa Gunnarsson and Pär Sundberg shall be elected as new members of the board of the directors. Fredrik Burvall was re-elected as chairman of the board of directors.
- The AGM resolved to re-elect Ernst & Young AB as the Company’s auditor. EY informed that Andreas Nyberg will be appointed as auditor in charge.
- The AGM resolved to establish a nomination committee which shall be appointed according to the principles under the board of directors’ proposal, which includes e.g. that the three largest shareholders, or group of shareholders, by votes in the Company based on a transcript of the share register held by Euroclear Sweden AB as of the last trading day in September, appoints a representative that, in addition to the chairman, will form the nomination committee for the period until a new nomination committee has been appointed by mandate of the following Annual General Meeting, and that the majority of the members of the nomination committee shall be independent in relation to the Company and the Company’s management and at least one of the members of the nomination committee shall be independent in relation to the Company’s largest by votes shareholder or a group of shareholders who cooperates on the Company’s management. The composition of the nomination committee shall be announced no later than six months before the Annual General Meeting.
- The AGM resolved, in accordance with the major shareholders’ proposal, to implement the Incentive Program 2019/2022 A by issuance of not more than 240,000 warrants of series 2019/2022 A. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, belong to the wholly-owned subsidiary Mytaste Brands AB who shall transfer the warrants to certain members of the board of directors in accordance with the proposal. The warrants are issued to the subsidiary without consideration and subscription for the warrants shall be made during the period commencing on 17 May 2019 up to and including 24 May 2019. Subscription for shares through exercise of the warrants shall be made from the period commencing on 23 July 2022 up to and including 31 August 2022. Each warrant entitles the holder to subscribe for one (1) share in the Company at an exercise price corresponding to 150 percent of the volume-weighted average price for the Company’s share on Nasdaq First North during the period commencing on 24 April 2019 up to and including 15 May 2019. However, the exercise price may not be less than the share’s quota value. Day without price quotation shall not be included in the assessment. If the price for the Company's shares at the exercise of warrants exceeds 200 percent of the average price during the period 24 April 2019 through 15 May 2019, then the exercise price will increase SEK by SEK by the amount of more than 200 percent. Upon exercise of all warrants in the Incentive Program 2019/2022 A, a maximum of 240,000 shares may be issued, which is equivalent to approximately 0.78 percent of the total number of outstanding shares and votes in the Company. The calculation is based on the maximum number of shares and votes which can be issued divided with the total number of shares and votes after such issue. Upon full exercise of the warrants, the Company’s share capital will increase with SEK 120,000.
- The AGM resolved, in accordance with the major shareholders’ proposal, to implement the Incentive Program 2019/2022 B by issuance of not more than 695,000 warrants of series 2019/2022 B. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, belong to the wholly-owned subsidiary Mytaste Brands AB who shall transfer the warrants to certain members of the board of directors in accordance with the proposal. The warrants are issued to the subsidiary without consideration and subscription for the warrants shall be made during the period commencing on 17 May 2019 up to and including 24 May 2019. Subscription for shares through exercise of the warrants shall be made from the period commencing on 1 October 2022 up to and including 30 November 2022. Each warrant entitles the holder to subscribe for one (1) share in the Company at an exercise price corresponding to 150 percent of the volume-weighted average price for the Company’s share on Nasdaq First North during the period commencing on 6 September 2019 up to and including 27 September 2019. However, the exercise price may not be less than the share’s quota value. Day without price quotation shall not be included in the assessment. If the price for the Company's shares at the exercise of warrants exceeds 200 percent of the average price during the period 6 September 2019 through 27 September 2019, then the exercise price will increase SEK by SEK by the amount of more than 200 percent. Upon exercise of all warrants in the Incentive Program 2019/2022 A, a maximum of 695,000 shares may be issued, which is equivalent to approximately 2.2 percent of the total number of outstanding shares and votes in the Company. The calculation is based on the maximum number of shares and votes which can be issued divided with the total number of shares and votes after such issue. Upon full exercise of the warrants, the Company’s share capital will increase with SEK 347,500.
- The AGM resolved, in accordance with the board of directors’ proposal, to amend the terms and conditions for convertibles 2018/2021, as of which the maturity for the convertible loan is amended to 30 May 2019 in the event conversion has not taken place before this date, and that the interest as from 1 March 2019 up and until maturity date is fixed to in total SEK 960,000 for the convertibles.
- The AGM resolved to amend the articles of association including, among others, that the Company’s name is changed to Speqta AB (publ) and the the share capital shall be not less than SEK 15,300,000 and not more than SEK 61,200,000 and the number of shares shall be not less than 30,600,000 and not more than 122,400,000.
- The AGM resolved, in accordance the board of directors’ proposal, to authorize the board of directors to resolve, for the period until the end of the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, to issue new shares, or warrants and/or convertibles.
The information was submitted on 14 May, 2019, at 10:00 CET.
Contact:
Fredrik Burvall
Chairman myTaste AB (publ)
fredrik@burvall.se
+46 (0) 70 927 96 32
