The annual general meeting ("AGM") of Frisq Holding AB (publ) ("FRISQ" or the "Company") was held today on 26 March 2020 and the following resolutions were passed by the meeting.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in FRISQ and the consolidated income statement and the consolidated balance sheet.
Allocation of profit
The AGM resolved that no dividend would be paid to the shareholders and that the previously accrued results would be carried forward.
Discharge from liability
The board of directors and the CEO were discharged from liability for the financial year 2019.
Election of the board of directors, auditor and remuneration
The AGM resolved that the board of directors shall comprise six directors and no deputy directors. The AGM resolved that the number of auditors shall be one registered audit firm.
It was further resolved that the he remuneration is to be SEK 700,000 in total, (SEK 700,000 previous year), and shall be paid to the directors in the following amounts:
- SEK 100,000 (SEK 100,000) for each of the non-employed directors and SEK 200,000 (SEK 200,000) to the chairman.
It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
Lars Björk, Anna Frick, Åke Hallman, Göran Hägglund, Per-Egon Johansson and Mats Lindstrand were re-elected as directors of the board. Mats Lindstrand was re-elected as chairman of the board.
MAZARS SET Revisionsbyrå AB was re-elected as the Company auditor. MAZARS SET Revisionsbyrå AB has announced that Samuel Bjälkemo will continue to act as main responsible auditor.
Authorization for the board to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board, on one or more occasions, with or without preferential rights for shareholders, to issue in total a maximum of shares, warrants and/or convertibles, with the right to subscribe and convert to ordinary shares, respectively, in the Company, corresponding to not more than 20 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the annual general meeting, to be paid in cash, by set-off or in-kind.
The reason for the authorization and deviation from the shareholders' preferential rights is to enable raising capital for expansion through acquisitions of companies or assets and for the business of the Company as well as to adapt the Company's capital and/or ownership structure. If issuances are carried out with deviation from the shareholders' preferential rights such issue shall be made in accordance with customary market terms.
Incentive program to employees outside and within USA
As previously announced the board of directors decided to withdraw its proposal for resolution on incentive programs to employees etc. outside and within USA, consisting of a warrant program with issue of a maximum of 340,000 warrants and a employee stock option program of a maximum of 60,000 employee stock options.
Incentive program to the director Lars Björk
The AGM resolved, in accordance with the shareholder Loer AB's proposal, to implement an option program for the directors Lars Björk. Through the program Lars Björk may be allocated 300,000 options without paying any consideration. Allocated options are vested during three years. Vesting requires that Lars Björk is still active as a member of the board in the Company and that he has not
resigned as of the date when the respective vesting occur.
Each option confers Lars Björk a right to acquire one new share in the Company against an exercise price corresponding to 105 percent of the average volume weighted price for the Company's share as quoted on Nasdaq First North Growth Market during the period from 27 March 2020 up to and including 14 April 2020. An option may be exercised on 15 April 2026, at the latest.
The AGM also, in accordance with the proposal, resolved to issue a maximum of 320,000 warrants, which may result in a maximum increase in the Company's share capital of SEK 16,000. Each warrant confers Lars Björk a right to acquire one new share in the Company against an exercise price corresponding to 105 percent of the average volume weighted price for the Company's share as quoted on Nasdaq First North Growth Market during the period from 27 March 2020 up to and including 14 April 2020.
The AGM further, in accordance with the proposal, resolved to approve that a group company subscribing for the warrants may transfer the warrants to Lars Björk in conjunction with exercise of options in accordance with the above or in another way dispose of the warrants in order to be able to secure the Company's commitments and costs in relation to the option program directed to Lars Björk.
The purpose of the issuance and the transfer as well as the deviation from the shareholders' preferential rights is to secure delivery of shares to Lars Björk.
In case all warrants issued under the option program (including for hedging of any costs for social security contributions) are utilized for subscription of new shares, the number of shares and votes in the Company will increase with 320,000 (with reservation for any re-calculation in accordance with the warrant terms and conditions), which corresponds to a dilution of approximately 0.98 percent of the Company's share capital and votes.
For further details regarding the resolutions set out above refer to the complete proposals, notice and annual accounts available at the Company's website, www.frisqholding.se.