Bulletin from the Annual General Meeting in Enea AB (publ) on May 5, 2022
Today, on May 5, 2022, the Annual General Meeting was held in Enea AB (publ). The Annual General Meeting was held only by advance voting (postal vote) in accordance with temporary legislation. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority of votes.
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 808,048,884 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 2021.
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 and Charlotta Sund as board members and to elect Åsa Schwarz as new board member. Anders Lidbeck was re-elected as chairman of the board. Birgitta Stymne Göransson had declined re-election.
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 2021.
The board’s proposal regarding authorization for the board to acquire and transfer own 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 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. The authorizations stated above may be utilized on one or several occasions up until the Annual General Meeting 2023. Acquisition and transfer of 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 board’s proposal 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.
The board’s proposal on authorization for the board to issue new 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 2023, 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. 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.
Kista on May 5, 2022
Enea AB (publ)
For more information contact:
Anders Lidbeck, Chairman of the Board
Phone: +46 8 507 140 00
Jan Häglund, President & CEO
E-mail: [email protected]
Lotta Trulsson, Executive Assistant
E-mail: [email protected]
About Enea
Enea is one of the world’s leading specialists in software for telecommunications and cybersecurity. The company’s cloud-native products are used to enable and protect services for mobile subscribers, enterprise customers, and connected devices. More than 4.5 billion people rely on Enea technologies in their daily lives.
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.