STOCKHOLM, SE / ACCESSWIRE / April 28, 2022 / Bambuser AB (STO:BUSER) (FRA:5JL):
At the annual general meeting (the "AGM") in Bambuser AB, reg. no. 556731-3126, (the "Company"), on 28 April 2022, the AGM adopted, inter alia, the following resolutions. For more detailed information regarding the contents of the resolutions, please refer to the notice to the AGM and the complete proposals, which have previously been published and are available on the Company's website, https://ir.bambuser.com/corporate-governance/general-meeting.
Adoption of the income statement and balance sheet, allocation of the Company's result and discharge from liability
The AGM adopted the Company's income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2021.
The AGM resolved that no dividend is paid for the financial year 2021 and that the Company's available funds shall be carried forward to new account.
The AGM also discharged the board members and the managing director from liability for the financial year 2021.
Election of board members and auditor
The AGM resolved, in accordance with the nomination committee's proposal, that the number of board members shall be seven (7) without deputies and that one (1) registered auditing firm shall be elected as auditor.
For the period until the end of the next annual general meeting the AGM, in accordance with the nomination committee's proposal, re-elected the present board members Joel Citron, Sonia Gardner, Jørgen Madsen Lindemann, Mikael Ahlström, Karin Karlström, Mark Lotke and Carl Kinell. Joel Citron was re-elected as chairman of the board.
The AGM further resolved, in accordance with the nomination committee's proposal, to re-elect the auditing firm Mazars AB as the Company's auditor for the period until the end of the 2023 annual general meeting. The auditing firm Mazars has informed that Michael Olsson will be appointed as auditor in charge.
Remuneration to the board of directors and auditor
The AGM resolved, in accordance with the nomination committee's proposal, that remuneration to the board of directors shall be SEK 250,000 each to the board members Mikael Ahlström and Karin Karlström.
The AGM further resolved, in accordance with the nomination committee's proposal, that remuneration to the auditor shall be paid in accordance with approved invoice.
Instruction for the nomination committee
The AGM resolved, in accordance with the nomination committee's proposal, to adopt instruction for the nomination committee which shall remain in effect until a general meeting resolves to amend it.
Long-term incentive program 2022 for employees in the Company
The AGM resolved, in accordance with the board of directors' proposal, to adopt a performance-based incentive program for certain employees in Bambuser ("LTI 2022").
The purpose of LTI 2022 is to create conditions to retain and increase motivation among senior executives, employees and other key individuals in the Company. A maximum of 4,200,000 share options may be allotted to participants in LTI 2022. LTI 2022 shall comprise a maximum of 36 employees in Bambuser.
Provided that the share rights have been allotted and vested, each share right grants the holder a right to, during the period from 1st June 2025, up to and including 15th August 2025, as decided by the Company, free of charge receive a warrant which entitles to subscription of one (1) share in the Company at a price corresponding to a strike price of 130% of the volume-weighted share price for the Bambuser share ten trading days after the AGM 2022.
In order to secure the Company's delivery of shares pursuant to LTI 2022 and secure related costs (primarily social security contributions) the AGM also resolved, in accordance with the board of directors' proposal, on a directed issue of warrants of series 2022/2025 and approval of transfer of warrants of series 2022/2025. The issue comprises of a maximum of 5,519,640 warrants. With full exercise of the option rights for subscription of new shares, the share capital will increase by SEK 275,982.
The maximum dilution for existing shareholders as a result of LTI 2022, including warrants that may be issued as a result of hedging measures due to social security contributions that may arise is 2.6 percent of the total number of shares in the Company.
Authorization for the board of directors to issue shares, warrants and/or convertibles
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors to resolve, with or without deviation from the shareholders' preferential rights, on one or more occasions until the next annual general meeting, resolve on new issue of shares, warrants and/or convertibles in the Company. The total number of shares covered by such new issues may in total correspond to a maximum of ten (10) percent of the shares in the Company at the time the authorization is used. Payment for subscribed shares, warrants or convertibles may be paid in cash, by set-off or in kind or on terms referred to in chapter 2 section 5 of the Companies Act.
Contact information
Molly Stjerna, Communications Manager
+46 (0) 790 661 863
[email protected] | [email protected]
Corporate Communications, Bambuser AB
+46 8 400 160 00 | [email protected]
Certified Adviser
Erik Penser Bank AB | +46 8 463 83 00 | [email protected]
About Bambuser
Bambuser is a software company specializing in interactive live video streaming. The Company's primary product, Live Video Shopping, is a cloud-based software solution that is used by customers such as global e-commerce and retail businesses to host live shopping experiences on websites, mobile apps and social media. Bambuser was founded in 2007 and has its headquarters in Stockholm. Subscribe to Bambuser's press releases here.
Attachments
Report from the annual general meeting in Bambuser AB on 28 April 2022
SOURCE: Bambuser AB