At the Annual General Meeting in Permascand Top Holding AB, Reg. No. 559227-6124 (the “company”), on 9 May 2023 in Ljungaverk, it was resolved in accordance with the below. For more detailed information on the content of the resolutions, please refer to the notice of the Annual General Meeting, which is available on the company’s website, www.permascand.com.
Adoption of the income statement and balance sheet
It was resolved to adopt the income statement and balance sheet and the consolidated income statement and balance sheet for the financial year 2022.
Resolution on dispositions of the company’s result
It was resolved, in accordance with the Board’s proposal, that no dividend shall be paid for the financial year 2022 and that available profits shall be carried forward.
Resolution on discharge from liability
It was resolved to discharge all members of the Board of Directors and the Chief Executive Officer from liability for the management of the company's affairs for the financial year 2022.
Determination of the number of Board members and auditors
It was resolved that the number of members of the Board of Directors elected by the general meeting shall be seven (7) and that one (1) registered auditing company shall be appointed as auditor.
Fees to the Board members and the auditors
It was resolved that fees to the members of the Board of Directors shall be as follows:
- SEK 570,000 to the Chairman of the Board and SEK 235,000 to each of the other Board members elected by the Annual General Meeting who are not employed by the company; and
- SEK 115,000 to the Chairman of the Audit Committee and SEK 30,000 to each of the other members of the Audit Committee, and SEK 60,000 to the Chairman of the Remuneration Committee and SEK 20,000 to each of the other members of the Audit Committee.
It was resolved that the auditor’s fees shall be paid as per approved invoice.
Election of Board members and auditors
It was resolved to re-elect Per Lindberg, Anna Alexandersson, Karl Bergman, Marie Grönborg, Mario Houde, Ingar Jensen and Johan Karlsson as Board members for the period until the end of the next Annual General Meeting. Per Lindberg was re-elected Chairman of the Board.
It was resolved to re-elect the registered auditing company KPMG AB as auditor for the period until the end of the next Annual General Meeting with Helena Nilsson as auditor in charge.
Resolution on guidelines for remuneration to senior executives
It was resolved to adopt guidelines for remuneration to senior executives which, compared to the previously applicable guidelines, mean that variable cash payments to the Chief Executive Officer shall entitle to pension.
Resolution on issue authorization
It was resolved to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ preferential rights. The total number of shares that are issued by support of the authorization, including shares that may be issued after exercise of warrants or conversion of convertible instruments issued by support of the authorization, may correspond to at most ten (10) percent of the total number of shares in the company at the time of the first utilization of the authorization. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is to increase the company’s financial flexibility and the Board’s room for maneuver to raise capital in a time- and cost-effective manner and/or complement the shareholder base with new shareholders of strategic importance for the company, and enable the company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing financial instruments as payment in connection with acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders’ preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, the issue may be done at a subscription price equal to the quota value of the share.