04 May 2018, 17:26 CEST
Bulletins from the Annual General Meeting 2018 of Axactor AB
The annual general meeting of Axactor AB (publ) was held at MAQS Advokatbyrås office, Mäster Samuelsgatan 20 in Stockholm on May 4, 2018.
Lawyer Partik Essehorn was elected chairman of the meeting. During the meeting CEO Endre Rangnes gave a presentation of the 2017 financial year and the current status of Axactor AB (publ).
The meeting, amongst other things, decided on the following matters:
Members of the board, deputy member of the board and remuneration to the board of directors
It was resolved to re-elect the Bjørn Erik Næss (board member), Beate Skjerven Nygårdshaug (board member), Brita Eilertsen (board member), Merete Haugli (board member), Terje Mjøs (board member) and Michael Hylander (deputy board member). Lars Eric Nilsen was elected as new member of the board. It was also resolved to re-elect Bjørn Erik Næss as chairman of the board of directors.
Further, it was resolved that remuneration shall comprise of NOK 250 000 to the each board member and NOK 450 000 to the chairman of the board. In addition hereto, extra remuneration shall be paid for board members working in committees and in some cases, if the number of meeting exceeds certain limits.
The annual general meeting decided that no dividend shall be paid and that the financial result shall be carried over to the new balance sheet.
Discharge from liability
The meeting decided to discharge the board and the CEO from liability for the financial year 2017.
PWC with Johan Palmgren as auditor in charge was elected as the auditor for the company for the period until the end of the next annual general meeting. It was further resolved that remuneration to the auditor shall be paid on approved invoices.
Authorization to issue shares etc.
The general meeting resolved to authorize the board for the period until the next annual general meeting, on one or more occasions, with or without derogation from the shareholders' pre-emption rights, to issue shares, warrants and/or convertible bonds, in order to facilitate acquisitions of new legal entities and/or debt portfolios and raising capital. The maximum number shares that may be issued under the authorization is 300,000,000 shares (30,000,000 shares after the aggregation of shares, se below).
Aggregation of shares, new articles of association etc.
It was resolved to (a) aggregate the shares in relation 1:10, which implies that ten (10) existing shares will be aggregated into one (1) new share, (b) to authorize the Board to decide the date for completion of the aggregation (i.e. the record date), (c) to amend the articles of association in order to be able to carry out the aggregation which implies that the number of shares that may be issued changes from previously a minimum of 1,000,000,000 to a maximum of 2,000,000,000 to a minimum of 100,000,000 to a maximum of 400,000,000 and that the maximum share capital shall be raised from EUR 100,000,000 to EUR 200,000,000. Finally, the board proposes that section 11 under paragraph 12 shall be stated as follows "Other matters to be addressed at the Annual General Meeting pursuant to from time to time valid laws or regulations" and (d) to authorization the board to resolve on a directed share issue in a maximum amount of nine (9) shares, by using its authorization in item 14 above, in order to be able to complete the aggregation of shares without having to withdraw shares.
Resolution regarding re-registration of the Company to a SE-company (Societas Europaea) and adoption of new articles of association
It was resolved to approve the adopted conversion plan in order to convert the company into a SE-company, issued by the Board of Directors' and registered by the Swedish Companies Registration Office on March 27, 2018.
Amendments of the terms and conditions for the ESOP 2015 and ESOP 2017 and thereto related warrants
In order to give the employee stock option holders further incentives to stay and develop the business as well as to increase the flexibility of the employee option programs, it was decided to extend the duration of each program with one (1) additional year and greater flexibility for the employee stock option holders to utilize the stock options.
Authorization for the Board of Directors to acquire own shares
It was decided to authorize the Board of Directors to, at maximum for the period until the upcoming annual general meeting, to decide to acquire own shares
Transfer of own shares within the frame of the Employee Stock Option Program
It was decided to authorize the Board of Directors to execute the transfers of own shares within the frame of Employee Stock Option Program ESOP 2015 and ESOP 2017 respectively.
It was decided to elect Jarle Sjo, Magnus Tvenge och Cathrine Lofterød Fegth as members of the Nomination Committee until the end of the next annual general meeting.
For more information, please contact:
Johnny Tsolis, CFO, Axactor
Mobile phone: +47 913 35 461
This information is information that Axactor AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication in Swedish, through the agency of the contact person set out above, at 11.00 CET on May 4, 2018.
Axactor Group specializes in both Debt Collection and Debt Purchasing across several countries, with operations in Italy, Germany, Norway, Sweden and Spain. The company has a Nordic base and an ambitious Pan-European growth strategy, which targets the market for non-performing loans (NPL) in Europe. This market is estimated to be about 1,500 billion euros across Europe providing significant opportunities for Axactor's future expansion. Axactor has approximately 950 employees.