Annual General Meetings
Annual General Meeting 2018
The annual general meeting of shareholders in Starbreeze AB (publ) was held 9 May 2018 in Stockholm. A summary of the resolutions taken by the AGM follows. For complete details concerning all resolutions, please see the basis for resolutions by the annual general meeting below.
Annual accounts and discharge from liability
The AGM adopted the consolidated income statement and consolidated balance sheet. The chairman of the board and the chief executive officer were discharged from liability for the financial year of 1 January–31 December 2017.
The AGM resolved that no dividend will be distributed for the financial year of January–31 December 2017.
Number of directors, boards, chairman of the board, election of the auditor, directors’ fees and remuneration to the auditor
It was resolved that the board of directors shall be composed of seven ordinary directors. Michael Hjorth, Bo Andersson Klint, Matias Myllyrinne, Ulrika Hagdahl and Harold Kim were re-elected and Kristofer Arwin and Åsa Wirén were elected as new directors. Eva Redhe had declined re-election. Michael Hjorth was re-elected chairman of the board of directors.
The authorized audit firm Öhrlings PricewaterhouseCoopers AB was re-elected as the statutory auditor and authorized public accountant Nicklas Kullberg was appointed auditor in charge.
The AGM approved the proposed fees to the board of directors as follows: SEK 700,000 to the chairman of the board and SEK 210,000 to each non-executive director. The AGM also approved total fees to members of the Remuneration Committee of SEK 200,000, of which SEK 100,000 to the chairman and SEK 50,000 to each other member. The AGM approved total fees to members of the Audit Committee of SEK 400,000, of which SEK 200,000 to the chairman and SEK 100,000 to each other member. Remuneration to the auditor will be paid in accordance with approved invoice.
Authorization of the board of directors to decide to issue new shares
The AGM resolved to authorize the board of directors to decide, on one or more occasions during the period ending at the close of the next annual general meeting, to issue new shares, with or without waiver of shareholders’ preferential rights, of either Class A and Class B, or to issue convertibles or warrants conferring the right to purchase Class A and/or Class B shares, corresponding (in connection with the planned exercise of such convertibles or options where applicable) to a maximum of 10 percent of the number of shares outstanding from time to time, against cash consideration, settlement of debt, or non-cash consideration. The issue price must not be lower than the market price. Other terms and conditions will be decided by the board of directors and must be market-based.
The AGM resolved that the company shall have a Nomination Committee composed of not more than four members, who shall be appointed by the largest shareholders or shareholder groups in terms of voting rights, as well as the chairman of the board, provided that the chairman of the board is not one of the committee members appointed by a principal shareholder.
Guidelines for remuneration to senior executives
The AGM adopted the guidelines for remuneration to senior executives of the company as proposed by the board of directors.
The AGM resolved to establish an incentive scheme including the issue of not more than 3,000,000 warrants referring to Class B shares to a wholly owned subsidiary and approved the transfer of warrants from the subsidiary to employees of the company and subsidiaries.
Documentation ahead of the AGM 2018
|Minutes from the AGM [In Swedish]|
|Report from the AGM|
|Notice of AGM|
|Appendix 1 – Warrant terms and conditions|
|Information about proposed board members|
|Starbreeze Annual Report 2017|
Annual General Meetings
The shareholders exercise their influence over the company at the annual general meeting (AGM), which is the Company’s highest decision-making body. All shareholders registered in the share register kept by Euroclear Sweden AB on the record date and entered in a book-entry system or CSD account have the right to participate in person or represented by proxy. The AGM is empowered to decide on any matter that concerns the Company and which is not expressly under the exclusive competence of another corporate body pursuant to the Swedish Companies Act or the Articles of Association. The AGM may, for example, resolve to increase or decrease share capital, amend the Articles of Association, or that the Company should be wound up. As regards the new issue of shares, convertible instruments or warrants, the AGM may decide on these matters directly or authorize the board of directors to decide whether to carry out the issue. Each shareholder, regardless of the size of the holding, has the right to have a specified item on the agenda of the annual general meeting. Shareholders wishing to exercise this right must submit a written request to the Company’s board of directors. Such requests must normally be received by the board of directors in sufficient time for the item to be included in the notice of meeting.
The AGM is held annually within six months of the end of the financial year. The Code establishes that the chairman of the board, as many directors as required for a quorum and the chief executive officer must attend the general meeting. The chairman of the meeting is nominated by the nomination committee and elected by the meeting. The tasks of the general meeting include electing the Company’s board of directors and auditors, adopting the Company’s balance sheet and income statement, deciding on appropriation of profits or losses in accordance with the adopted balance sheet, and deciding on discharge of liability for the directors and the chief executive officer. The meeting also decides the fees to be paid to directors and the Company’s auditors.
The board of directors may call an extraordinary general meeting when it deems there is reason to hold a meeting before the next annual general meeting. The board is also required to call an extraordinary general meeting if the statutory auditor or a shareholder minority representing at least ten percent of the company’s shares so requests, in order to address a specific matter.
Notices of general meetings must be made through advertisement in Post- och Inrikes Tidningar and on the company’s website. On the date notice is made, information that notice has been issued must be advertised in Dagens Industri. Notices of ordinary general meetings and extraordinary general meetings at which amendments to the Articles of Association will be addressed must be issued no earlier than six (6) weeks and no later than four (4) weeks before the general meeting. Notices of other extraordinary general meetings must be issued no earlier than six (6) weeks before and no later than three (3) weeks before the general meeting. The minutes of the meeting must be available on the Company’s website no later than two weeks after the meeting.
Extraordinary General Meeting 20 March 2018
|Minutes from EGM|
|Corrected resolution on rights issue|
|Bulletin from EGM|
|Notice of EGM|
|The board of directors report|
|Revisorsyttrande [In Swedish]|
Please note that the documentation from the previous general meetings only is available in Swedish, please contact us for further questions. Go to the Swedish section of Annual General Meetings