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Bulletin from Annual General Meeting in ZignSec AB (publ)
The Annual General Meeting of ZignSec (publ), 559016-5261 (the “Company”) was held today, 14 June 2024. The following is a summary of the main decisions taken.
Adoption of the profit and loss account and balance sheet
The Annual General Meeting adopted the income statement and balance sheet as included in the annual report and consolidated financial statements for the financial year 2023.
Appropriations relating to the result
The Annual General Meeting decided that the result for the financial year 2023 shall be carried forward.
Discharge from liability
The Annual General Meeting resolved to discharge each of the members of the Board of Directors and the CEO from liability in respect of the management of the financial year 2023.
Board of Directors and auditor
The Annual General Meeting resolved, in accordance with the proposals submitted, that a total Board fee of SEK 500,000 shall be paid, of which SEK 200,000 to the Chairman of the Board and SEK 100,000 each to other Board members appointed by the Annual General Meeting. In order to enable the Board, during the period until the next Annual General Meeting, to assign individual members to work specifically on the development of the Company’s corporate governance functions, for example in the form of committees, in areas such as leadership, finance, regulatory compliance and IT issues, etc., it was resolved that an additional fee totalling SEK 300,000 may be paid for the period until the next Annual General Meeting, distributed among a maximum of three Board members, to the extent that the Board decides on said assignment. It was resolved, where applicable, that remuneration of SEK 60,000 be paid to each member of the audit committee. It was also resolved that the auditor’s fee shall be paid according to approved invoices.
The Annual General Meeting resolved that the Board shall consist of four members and to re-elect Marie-Louise Gefwert as ordinary member of the Board. Philip Rämsell, Olli Nastamo and Hans Isoz were elected as a new ordinary members of the Board. It was decided to re-elect Marie-Louise Gefwert as Chairman of the Board.
Further, it was resolved to appoint the registered accounting firm Ernst & Young Aktiebolag as the Company’s auditor with the authorised auditor Charlotte Catrine Holmstrand as auditor in charge until otherwise notified.
Authorisation for the Board of Directors to decide on the issue of shares, warrants and/or convertibles
The Annual General Meeting decided to authorise the Board of Directors, on one or more occasions and at the latest until the next Annual General Meeting, to decide to increase the Company’s share capital by issuing new shares and to issue warrants and convertibles.
New issues of shares, as well as issues of warrants and convertibles, may be made with or without deviation from the shareholders’ preferential rights and with or without provision for contribution in kind, set-off or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the Board of Directors may not, by virtue of this authorisation, decide on issues to members of the Board of Directors of the group, employees and others.
Issues without deviation from the shareholders’ preferential rights may be made to the extent permitted by the current Articles of Association, or by any other Articles of Association that the shareholders may adopt by the required majority during the period up to the next Annual General Meeting. The total number of shares covered by issues in deviation of the shareholders’ preferential rights may, after such issues, represent a total dilution of no more than twenty (20) percent of the shares of the Company at the first time the authorisation is used.
An issue decided by virtue of the authorisation shall be made at the market subscription price, subject to the market issue discount, if any. An issue decided by virtue of the authorisation shall be made in order to provide the Company with working capital, to increase the Company’s financial flexibility and to enable acquisitions by payment in shares.
