Bulletin from the Annual General Meeting in Enea AB on May 4, 2023
Today, on May 4, 2023, the Annual General Meeting was held in Enea AB. The Annual General Meeting was held in Kista Science Tower in Kista, Stockholm. Below is a summary of the resolutions passed. All resolutions were passed with the required majority. Prior to the Annual General Meeting, the board withdrew its proposal for resolution regarding resolution on (A) long-term share based incentive plan; (B) hedging measures by way of (i) authorization on directed issues of series C shares, (ii) authorization for repurchase of series C shares, and (iii) resolution on transfer of own ordinary shares; and (C) equity swap arrangement with third parties.
Resolution on adoption of accounts and allocation of the company's result
The Annual General Meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. The Annual General Meeting also resolved to allocate the company's result in accordance with the proposal from the board in the management report of the annual report, meaning that no dividends are paid and that available funds of SEK 808,245,672 are carried forward.
Discharge from liability for the board members and the CEO
The Annual General Meeting resolved to discharge the board members and the CEO from liability for the financial year 2022.
Election and remuneration of the board of directors and auditors
The Annual General Meeting resolved in accordance with the proposal from the nomination committee to re-elect Anders Lidbeck, Kjell Duveblad, Jan Frykhammar, Mats Lindoff, Åsa Schwarz and Charlotta Sund as board members. Anders Lidbeck was re-elected as chairman of the board.
Furthermore, the Annual General Meeting resolved that remuneration to the board shall be paid with a total of SEK 2,220,000 (for the period from this general meeting until the end of the next general meeting), to be allocated with SEK 550,000 to the chairman and with SEK 270,000 to the members elected by the general meeting, and SEK 320,000 to be allocated amongst the members for committee work as follows: SEK 100,000 to the chairman of the audit committee and SEK 60,000 to the member, and SEK 50,000 to the chairman of the remuneration committee and SEK 30,000 to the member, and SEK 50,000 to the chairman of the technology committee and SEK 30,000 to the member.
Finally, the Annual General Meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB as auditor and that the auditor shall receive reasonable compensation as per invoice. Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Niklas Kullberg will continue to be the auditor in charge.
Resolution on the procedure on appointment of the members of the nomination committee
The Annual General Meeting resolved in accordance with the proposal from the nomination committee on the procedure on appointment of the members of the nomination committee.
Resolution on approval of remuneration report
The Annual General Meeting resolved to approve the board’s remuneration report for the financial year 2022.
Resolution regarding authorization for the board to acquire and transfer own ordinary shares
The Annual General Meeting resolved in accordance with the proposal from the board to authorize the board to acquire and transfer own ordinary shares according to the following. Acquisition of ordinary shares may only be made on Nasdaq Stockholm (“the Marketplace”) or in accordance with an offer to all shareholders in the company or all holders of ordinary shares. Acquisition may only be made of such number of ordinary shares that the company’s holding of shares at each time does not exceed 10 percent of all shares in the company. Transfer of ordinary shares may be made in other ways than on the Marketplace, including a right to transfer ordinary shares with deviation from the shareholders’ preferential rights and that payment may be made in cash, in kind, by set-off or otherwise with conditions. A maximum of 10 percent of the total number of shares in the company may be transferred. However, if, prior to the exercise of the authorization regarding transfer of own ordinary shares, the board has also exercised the authorization regarding new issue of ordinary shares (item 17 on the agenda of the Annual General Meeting), the number of ordinary shares that may be transferred under this authorization shall be reduced by the corresponding number of ordinary shares issued pursuant to the issue authorization.
The authorizations stated above may be utilized on one or several occasions up until the Annual General Meeting 2024. Acquisition and transfer of ordinary shares on the Marketplace may only be made at a price within the registered price interval at the Marketplace. Transfer of shares in connection with acquisitions of businesses may be made at a market price estimated by the board.
The purpose of the authorizations above to acquire and transfer ordinary shares, including any deviation from the shareholders’ preferential rights in connection with transfer, is to continuously be able to adjust the capital structure of the company to the capital needs of the company, to enable financing, in whole or in part, in connection with acquisitions of businesses and for financing and/or securing delivery of ordinary shares in long-term incentive programs previously adopted by the Annual General Meeting.
If the authorization regarding transfer of ordinary shares is used for transfers with deviation from the shareholders’ preferential rights, the board shall, in connection with the authorization being exercised, publish the reasons for the deviation from the shareholders’ preferential rights.
Resolution regarding guidelines for remuneration of senior executives
The Annual General Meeting resolved in accordance with the proposal from the board on guidelines for remuneration of senior executives.
Resolution on authorization for the board to issue new ordinary shares to finance further growth and expansion
The Annual General Meeting resolved in accordance with the proposal from the board to authorize the board until the Annual General Meeting 2024, on one or more occasions, to decide on new issues of ordinary shares as follows.
This authorization entails the right to issue a maximum of 2,185,823 ordinary shares, i.e. maximum 10 percent of the number of issued shares on the day of this notice. If the board, prior to the exercise of the authorization for new issue of ordinary shares, has also exercised the authorization regarding transfers of ordinary shares (item 15 on the agenda of the Annual General Meeting), the number of ordinary shares that may be issued under this authorization shall be reduced by the corresponding number of ordinary shares transferred under the transfer authorization.
Share issues may be made with or without deviation from the shareholders’ preferential rights. The issue price shall be based on market practice.
New ordinary shares may be paid in cash, by set-off or by contribution in kind or otherwise be subject to conditions referred to in chapter 13 section 5 first paragraph 6 of the Swedish Companies Act.
The board shall have the right to decide the other terms and conditions of the share issue.
The purpose of the authorization and any deviation from the shareholders’ preferential rights is to enable financing, in whole or in part, in connection with company acquisitions and to give the board the opportunity to adapt the company’s capital structure.
If the authorization is exercised for a new share issue with deviation from the shareholders’ preferential rights, the board shall, in connection with the authorization being exercised, publish the reasons for the deviation from the shareholders’ preferential rights.
Resolution on (A) long-term share based incentive plan; (B) hedging measures by way of (i) authorization on directed issues of series C shares, (ii) authorization for repurchase of series C shares, and (iii) resolution on transfer of own ordinary shares; and (C) equity swap arrangement with third parties
The board of directors withdrew its proposal regarding the implementation of a long-term share-based incentive program. The background to the withdrawal is that the board has made the assessment that the timing of the proposal is not appropriate in light of recent developments.
Kista on May 4, 2023
Enea AB (publ)
For more information contact:
Anders Lidbeck, Chairman of the board
Phone: +46 8 507 140 00
Jan Häglund, President & CEO
Phone: +46 8 507 140 00
E-mail: [email protected]
About Enea
Enea is a world-leading specialist in software for telecom and cybersecurity. The company’s cloud-native solutions connect, optimize, and secure services for mobile subscribers, enterprises, and the Internet of Things. More than 100 communication service providers and 4.5 billion people rely on Enea technologies every day.
Enea has strengthened its product portfolio and global market position by integrating a number of acquisitions, including Qosmos, Openwave Mobility, Aptilo Networks, and AdaptiveMobile Security.
Enea is headquartered in Stockholm, Sweden, and is listed on Nasdaq Stockholm.
For more information: www.enea.com
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.