Jun 30, 2020
Annual General Meeting 2020
Today, June 30, the Annual General Meeting of Flowscape Technology AB (publ) was held. Below is a summary of decisions. Decisions were made with the required majority.
Adoption of income statements, balance sheets, disposition regarding the company's unrestricted equity
The Annual General Meeting decided to approve the balance sheet, income statement, consolidated balance sheet and consolidated income statement. The Annual General Meeting decided to dispose of unrestricted equity in a new account.
Discharge of liability for the members of the Board of Directors and the President
The Annual General Meeting decided to grant the members of the Board of Directors and the President discharge from liability for the 2019 financial year.
Determination of the number board members, deputy board members, auditors and determination of fees to the board and auditors
The Annual General Meeting decided in accordance with the Nomination Committee's proposal that the board shall consist of five (5) board members without deputy board members, and to appoint one (1) registered auditing company without alternate. The Annual General Meeting further decided in accordance with the Nomination Committee's proposal that board fees shall be paid in the amount of 120,000 SEK to the board chairman and with 60,000 SEK each to other board members who are not employees within the Group. Hereby comes the total the board fee to amount to 300,000 SEK for the coming financial year.
Election of board and auditor
The Annual General Meeting decided in accordance with the Nomination Committee's proposal to re-elect Urban Fagerstedt, Johan Hägerlöf, Peter Reigo and Henrik Tjernberg as board members and to elect Magnus Åkerberg as new Board member. Henrik Tjernberg was re-elected Chairman of the Board.
The Annual General Meeting further decided in accordance with the Nomination Committee's proposal to re-elect Öhrlings PricewaterhouseCoopers AB as the company's auditor. Öhrlings PricewaterhouseCoopers AB has announced that the authorized public accountant Henrik Boman will continue to be principal auditor.
Authorization for the Board to decide on a new issue of shares
The Board received authorization from the Annual General Meeting to, at most adjacent to the forthcoming Annual General Meeting, with or without deviation from shareholders' preferential rights, on one or more occasions, decision on issue of shares against cash payment, or with payment with non-cash assets or by set-off. The authorization covers a maximum of 180,000,000 shares and in the event of an issue without priority for shareholders, the subscription price must be set at market terms.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to broaden the Company's ownership base by offering financial and industrial investors that invest in the Company and to increase the company's financial flexibility and the board's room for maneuver in the work of financing and enabling continued expansion.
Decisions on procedures for appointing members of the Nomination Committee
The Annual General Meeting decided to adopt the principles purposed by the Nomination Committee for how the Nomination Committee members shall be appointed and the tasks of the Nomination Committee. It was further decided that the Nomination Committee shall consist of representatives from two (2) of the Company's major shareholders according to the share register as of the end of the financial year third quarter together with the Chairman of the Board. Note that the goal is to find a person for the Nomination Committee who is not a member of the Company's Board. Furthermore, no fees are paid to the members of the Nomination Committee.