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Heliospectra AB - Annual General Meeting 2015


Gothenburg, Sweden
June 2015 

Heliospectra AB (publ) held on Monday 22 June 2015 Annual General Meeting in the company's premises in Gothenburg. Chairman of the meeting was Eric Ehrencrona. The following main resolutions were resolved upon.

Profit and loss account and balance sheet and allocation of loss

The AGM resolved that the profit and loss account and the balance sheet produced to the general meeting, including the consolidated profit and loss account and consolidated balance sheet, be duly adopted.

The AGM approved the board of directors' proposal regarding the appropriation of earnings and resolved, after taking into account the net loss of 33,585,766 SEK, as per the balance sheet the unappropriated earnings of SEK 14,890,355, be carried over to the new balance sheet.

Discharge of liability

The AGM resolved that the directors of the board and the managing director be discharged from liability during the financial year of 2014.

Directors of the board, auditor and remuneration

It was resolved that, in accordance with the Nomination Committee's proposal, Jan Tufvesson, Andreas Gunnarsson, Anders Ludvigson and Martin Skoglund were reappointed as directors of the board and that Göran Larsson was appointed as new director of the board. Jan Tufvesson was reappointed as chaiman of the board. It was further resolved that the current alternate directors, Kennerth Thulin and Göran Linder, shall be reappointed as alternate directors. The number of directors will be five and the number of alternate directors will be two.

The AGM resolved to appoint the registered accounting firm Frejs Revisorer AB as auditor.

The AGM resolved that, until the next AGM, the remuneration to the directors of the board be paid in accordance with the proposal of the Nomination Committee and that any director of the board, under certain circumstances, should be entitled to invoice the remuneration through an own company.

The AGM resolved that, in accordance with the Nomination Committee's proposal, no remuneration be paid to the Remuneration Committee and to the Audit Committee of the board of directors. Remuneration to the auditor shall be paid as per invoices received and approved by the company.

The complete proposal of the Nomination Committee is available on the website of Heliospectra AB (www.heliospectra.com).

Nomination Committee

The AGM resolved, in accordance with the board of directors' proposal, to establish a Nomination Committee that will be responsible for preparing and presenting proposals to the AGM regarding chairman of the meeting, board of directors, chairman of the board of directors, remuneration to the board of directors, remuneration for committee work, auditor and remuneration to the auditor, and the composition of the Nomination Committee. No remuneration shall be paid to the members of the Nomination Committee.

The complete proposal of the board of directors is available on the website of Heliospectra AB (www.heliospectra.com).

Resolution on guidelines for remuneration for senior executives of the company

The AGM approved the Nomination Committee's proposal regarding guidelines for remuneration to senior executives.

The complete proposal of the Nomination Committee is available on the website of Heliospectra AB (www.heliospectra.com).

Resolution to authorize the board of directors to issue shares and/or warrants and/or convertibles

The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors to, on one or several occasions before the next AGM, issue shares and/or warrants and/or convertibles against payment in cash and/or consideration in kind or by set-off or otherwise subject to terms and conditions, resulting in an increase in the number of shares by a maximum of 12 000 000 shares. The board of directors may resolve to deviate from the shareholders' preferential rights.

The purpose of this authorization is that it is considered beneficial to the company, for the purpose of expansion and capital procurement, that the board of directors is given the discretion needed in order to resolve to issue shares and/or other financial instruments, such as warrants and convertibles, without having to summon a shareholders' meeting.

The reason for deviating from the shareholders' preferential rights is that it entails a flexibility which could enhance the company's capital procurement and that a possible diversification of the shareholders due to such procurement is considered a benefit of the company and its current shareholders.

The complete proposal of the board of directors is available on the website of Heliospectra AB (www.heliospectra.com).

Resolution on the introduction of incentive program through the issuance of warrants to the subsidiary and approval of transfer

The AGM resolved, in accordance with the board of directors' proposal, that the company shall issue no more than 400 000 warrants entitling to subscription for no more than 400 000 shares in the company. The right to subscribe for warrants shall, disapplying shareholders' pre-emption rights, vest in the wholly owned subsidiary Heliospectra Personal AB, reg.no 556904-7243, resulting in an increase of the company's share capital by a maximum of SEK 40 000 divided into 400 000 shares corresponding to a dilution effect of approximately 2.8 percent of the number of shares and votes. The warrants will be issued to the subsidiary without consideration. Subscription for the warrants has been made directly in the minutes of the AGM.

The reason for deviating from the shareholders' preferential rights is that it is considered to promote the company's long-term interests if senior executives and other key employees are given the opportunity to participate in an incentive program that enables them to take part in the company's value development. This is expected to increase the commitment to the business of senior executives and key employees.

It was further resolved, in accordance with the board of directors' proposal, to approve that the subsidiary may transfer the above issued warrants to senior executives and other key employees of the company and its subsidiaries, or otherwise dispose of the warrants in order to fulfill the company's obligations in respect of the above stated warrant program.

The complete proposal of the board of directors is available on the website of Heliospectra AB (www.heliospectra.com).

The following documents can be retrieved from beQuoted
Heliospectra_Notice_from_AGM.pdf



More news from: Heliospectra AB


Website: http://www.heliospectra.com

Published: July 3, 2015

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