Odd Molly International AB (publ)
Stockholm, Sweden, 4 May 2018
Today, May 4, 2018, the annual general meeting (the “AGM”) of Odd Molly International AB (publ) adopted the parent company’s and the group’s income statements and balance sheets for the financial year 2017. The AGM resolved that no dividend shall be paid for the financial year 2017. The board of directors and the CEO were discharged from liability for the financial year 2017.
The AGM passed the resolution on the board of directors and re-elected board members Mia Arnhult, Kia Orback Pettersson, Patrik Tillman, Elin Ryer and Jacob Wall. Anna Frick was elected new member of the board replacing Nils Vinberg who had declined reelection. Patrik Tillman was re-elected as chairman of the board.
The AGM also resolved, in accordance with the nomination committee’s proposal, to pay the chairman an unchanged remuneration of SEK 195,000 and to pay each board member SEK 135,000, corresponding to a total remuneration of SEK 870,000. No remuneration shall be paid for committee work.
The registered accounting firm Ernst & Young AB was re-elected as the company’s auditor for the period until the end of the AGM in 2019. The AGM resolved that the auditor’s remuneration will be paid in accordance with approved invoices.
Furthermore, the AGM passed resolutions on the remuneration guidelines for senior executives and on procedure for composition of the nomination committee.
The AGM passed a resolution to approve the board of directors’ resolution regarding a new issue of shares with pre-emption rights for the shareholders, whereby the company’s share capital shall increase by not more than SEK 191,733.3 through issuance of not more than 1,917,333 shares (the “Share Issue”). One (1) existing share shall entitle to one (1) subscription right and three (3) subscription rights shall entitle to subscription of one (1) new share. The subscription price amounts to SEK 14.0 per share and shall be paid in cash. The record date for entitlement to participate in the Share Issue with pre-emption rights falls on 25 May 2018. Subscription shall be made during the period as from 30 May 2018 up to and including 13 June 2018. The board of directors is entitled to extend the subscription period.
In addition, the AGM resolved to authorize the board of directors to resolve, no later than 13 July 2018, on issuance of no more than 750,000 additional shares in the event of oversubscription in the Share Issue (the “Overallotment Option”). The right to subscribe for the shares shall, with derogation from the shareholders’ pre-emption rights, vest in those persons who have subscribed for shares in the Share Issue without receiving full allotment. The subscription price in the Overallotment Option shall amount to SEK 14.0 per share and shall be paid in cash. Through the Overallotment Option, the company’s share capital may increase by not more than SEK 75,000. The reason that the board of directors shall be authorized to resolve on a share issue with deviation from the shareholders’ pre-emption rights is to be able to satisfy any oversubscription in the Share Issue to provide the company with additional funds.
Finally, the AGM resolved to authorize the board of directors to resolve, within the limits of the company’s articles of association, on one or more occasions, during the period until the next annual general meeting to resolve on new issue of shares, with or without derogation from the shareholders pre-emption rights. The number of shares issued pursuant to the authorization shall correspond to an increase in the share capital of not more than 10 per cent based on the total share capital in the company following registration of the resolutions adopted by the AGM, calculated as if the Share Issue is fully subscribed and the Overallotment Option is fully utilized.