Today, on Friday 5 May 2023, Logistea AB held its Annual General Meeting with the shareholders and the following main resolutions were adopted.
Adoption of the balance sheets and income statements
The general meeting resolved to adopt the balance sheet and the consolidated balance sheet as per 31 December 2022, as well as the income statement and the consolidated income statement for the financial year 2022.
Disposition of the company’s earnings
The general meeting resolved, in accordance with the board of directors’ proposal, that retained earnings at disposal of the Annual General Meeting be carried forward.
Discharge from liability
The general meeting resolved to discharge the board of directors and the CEO from liability for the management of the company’s business during the financial year 2022.
Determination of the number of directors of the board as well as the number of auditors and deputy auditors
The general meeting resolved that the board of directors, for the period until the end of the next Annual General Meeting, shall consist of five directors and that the company shall continue to have one auditor with no deputy auditor.
Determination of remuneration to the directors of the board and the auditor
The general meeting resolved that, for the period until the next Annual General Meeting, remuneration to the members of the board of directors shall be distributed as follows:
- The chairman of the board of directors: SEK 325,000 (unchanged)
- Each of the other directors of the board: SEK 160,000 (unchanged)
- Deputy chairman, if the board of directors appoints a deputy chairman: additional SEK 80,000 (unchanged)
- The chairman of the audit committee: SEK 60,000 (unchanged)
- Each of the other members of the audit committee: SEK 30,000 (unchanged)
No additional remuneration is paid to board members performing committee work in committees other than the audit committee.
The general meeting resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
Election of board of directors and chairman of the board of directors
For the period until the end of the next Annual General Meeting, the general meeting resolved to re-elect Patrik Tillman, Sanja Batljan, Anneli Lindblom and Stefan Hansson as members of the board of directors and to elect Jonas Grandér as new member of the board of directors. Bengt Kjell, Caroline Thagesson and Johan Mark had declined re-election.
Patrik Tillman was re-elected as chairman of the board of directors.
Election of auditor
For the period until the end of the next Annual General Meeting, the general meeting resolved to re-elect the registered accounting firm Ernst & Young Aktiebolag as the company’s auditor. Gabriel Novella will continue to be the auditor in charge.
Resolution on instruction to the nomination committee
The general meeting resolved to adopt the instruction to the nomination committee in accordance with the nomination committee’s proposal.
Remuneration report
The general meeting resolved, in accordance with the board of directors’ proposal, to approve the board of directors’ remuneration report according to Chapter 8, Section 53 a of the Swedish Companies Act for the financial year 2022.
Directed issue of warrants and approval of transfer of warrants (LTIP 2023/2026)
In accordance with the board of directors’ proposal, the general meeting resolved to implement a long-term incentive program to existing and future senior executives, key persons and other employees in Logistea. The program comprises a maximum of 1,640,000 warrants entitling to subscription of 1,640,000 new ordinary class B shares in Logistea. The warrants are issued free of charge to a wholly owned subsidiary of Logistea, which shall transfer the warrants to the participants of LTIP 2023/2026 against payment corresponding to the market value.
The warrants may be exercised to subscribe for ordinary shares of class B in Logistea during a four-week period from the day after the publication of the company’s interim report for the period 1 January – 31 March 2026, but not earlier than 1 April 2026 and not later than 10 June 2026 (or from the earlier or later date that may follow from the full terms and conditions of the warrants).
The subscription price per ordinary share of class B shall be 130 percent of the average price of the ordinary share of class B during the Measurement Period (as defined below). The average price of the ordinary share of class B during the measurement Period is the average volume weighted price paid on Nasdaq Stockholm during the period from 3 May 2023 up to and including 9 May 2023 (the “Measurement Period”).
Upon exercise of all warrants, LTIP 2023/2026 entails a dilution of approximately 1.2 percent of the number of shares in the company.
Resolution on authorisation for the board of directors to resolve on new issues of shares
The general meeting resolved to authorise the board of directors to, on one or several occasions during the period until the next Annual General Meeting, decide on new issues of ordinary shares of class A, B and D and/or preference shares with or without deviation from the shareholders’ preferential rights.
Based on the authorisation, the number of shares that may be issued may correspond to an increase of a maximum of one hundred (100) percent of the total number of shares issued in the company at the time of the Annual General Meeting, however, the number of preference shares that may be issued by virtue of the authorisation may not exceed so many shares that the dividend on the shares is covered by the company’s restricted equity. The shares may be subscribed for in cash, by contribution in kind or by way of set-off or on terms set out in Chapter 2, Section 5 of the Swedish Companies Act.
A new issue decided by virtue of the authorisation which takes place with deviation from the shareholders’ preferential rights shall be in line with market terms.
Resolution on approval of cooperation agreement with Ra Solar Energy AB (significant related party transaction)
The general meeting resolved, in accordance with the board of directors’ proposal, to approve the entering into a cooperation agreement between Logistea and Ra Solar Energy AB, in which Stefan Hansson, member of Logistea’s board of directors, is a founder and a member of the board of directors, regarding the expansion of solar energy and batteries for ancillary services in frequency trading and arbitrage trading.