Acconeer AB (the "Company") held its annual general meeting on 27 April 2021, for the 2020 fiscal year. In order to prevent the spread of the virus causing covid-19, the annual general meeting was carried out solely through postal voting, without any physical presence. A video with the CEO, Lars Lindell, and COO, Mikael Egard, was published ahead of the AGM. The video included their reflections on the past year and the strategy ahead and is available on the Company's website, www.acconeer.com. At the annual general meeting, the following resolutions were made.
Adoption of the income statement and balance sheet
The annual general meeting resolved to adopt the board of directors' proposal for the income statement and the balance sheet for the fiscal year of 2020.
Disposition of the Company's profit or loss
The annual general meeting resolved, in accordance with the board of directors' proposal, that no dividend is paid and that the Company's funds available for distribution is carried forward.
Discharge from liability
The annual general meeting resolved to grant discharge from liability to all persons who have had the position of board member or CEO in the Company during 2020.
Election on the board of directors and auditor, and determination of fees
The annual general meeting resolved to re-elect Bengt Adolfsson, Lars-Erik Wernersson, Git Sturesjö Adolfsson, Thomas Rex and Johan Paulsson. Thomas Rex was re-elected as chairman of the board of directors.
The annual general meeting resolved that the fees to the board of directors, for the period until the next annual meeting, shall be paid out with a total of twelve (12) price base amounts (Sw. prisbasbelopp), of which four (4) price base amounts to the chairman and two (2) price base amounts to each of the other members elected by the annual general meeting who are not employed by the Company.
The annual general meeting resolved to re-elect the registered audit company Öhrlings PricewaterhouseCoopers AB as the Company's auditor. Fees to the auditor shall be paid according to approved invoice.
Directed issue of warrants and approval of transfer of warrants
The annual general meeting resolved, in accordance with the board of directors' proposal, on the warrant based incentive program Warrant Program 2021/2024:1 by (A) issuance of warrants of series 2021/2024:1 to the Company's wholly-owned subsidiary and (B) approval of the transfer of warrants 2021/2024:1 from the subsidiary to individuals who are or will be employed by the Company (individuals employed for a fixed time period are excluded) including the CEO ("Employees").
No more than 300,000 warrants shall be issued to the subsidiary with the right and obligation for the subsidiary to later transfer the warrants to the Employees. The warrants shall be transferred by the subsidiary on 2 May 2021, or on the later date decided by the board of directors, the transfer shall be made at market value at the respective transfer dates and warrants shall be allotted in accordance with the principles set forth in the board of directors' proposal. Subscription of shares under the warrants may take place during the period from 15 May 2024 until 30 September 2024. The premium per share shall be transferred to the free share premium reserve (Sw. fria överkursfonden). The subscription price per share shall correspond to 130 per cent of the volume-weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period of ten (10) trading days ending on 23 April 2021, however, the subscription price per share shall never be less than the quota value of the share. The maximum dilution effect of the program is approximately 1.27 per cent.
Directed issue of warrants and approval of transfer of warrants
The annual general meeting resolved, in accordance with the board of directors' proposal, on the warrant based incentive program Warrant Program 2021/2024:2 by (A) issuance of warrants of series 2021/2024:2 to the Company's wholly-owned subsidiary and (B) approval of the transfer of warrants 2021/2024:2 from the subsidiary to the Employees in the Company.
No more than 300,000 warrants shall be issued to the subsidiary with the right and obligation for the subsidiary to later transfer the warrants to the Employees. The warrants shall be transferred by the subsidiary on 2 November 2021, or on the later date decided by the board of directors, the transfer shall be made at market value at the respective transfer dates and warrants shall be allotted in accordance with the principles set forth in the board of directors' proposal. Subscription of shares under the warrants may take place during the period from 15 November 2024 until 31 March 2025. The premium per share shall be transferred to the free share premium reserve (Sw. fria överkursfonden). The subscription price per share shall correspond to 130 per cent of the volume-weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period of ten (10) trading days beginning on 28 October 2021, however, the subscription price per share shall never be less than the quota value of the share. The maximum dilution effect of the program is approximately 1.27 per cent.
Authorisation for the board of directors to resolve on issue of shares
The annual general meeting resolved to authorise the board of directors to, until the next annual general meeting, on one or more occasions, resolve to increase the Company's share capital by issue of no more than shares corresponding to twenty-five (25) per cent of the total number of shares in the Company at the time of the annual general meeting's decision of authorisation. The board of directors may deviate from the shareholders' preferential rights. The reason for the board of directors' authorisation to deviate from the shareholders' preferential rights is to enable the Company to raise new capital and to take advantage of future opportunities to attract new long-term owners, and to finance the Company's growth strategy. The authorisation also includes the right to decide on payment for the issued shares by set-off, in kind or with other conditions as referred in Chapter 13 Section 5 item 6 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). At a deviation from the shareholders' preferential rights, the issue rate shall be determined in accordance with market conditions.
Amendments to the articles of association
The annual general meeting resolved to approve the board of directors' proposal. The resolution entails that the articles' are supplemented with terms that make it possible for the board of directors to collect power of attorneys and that the board of directors may decide that the shareholders shall be able to exercise their voting right by post before a general meeting. Furthermore, the resolution entails that the registered office is amended to the Municipality of Malmö, as well as a number of amendments due to legislative changes, and certain editorial amendments.
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For more detailed information regarding the content of the resolutions, please refer to the press release published on 25 March 2021 and the complete notice of the annual general meeting. The notice of the annual general meeting and complete proposals regarding the resolutions of the annual general meeting are available on the Company's website, www.acconeer.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.
For further information, please contact:
Lars Lindell, CEO
Tel. +46 (0) 10 218 92 00
ir@acconeer.com
www.acconeer.com
The following documents can be retrieved from beQuoted
Bulletin-AGM-2021.pdf
About Acconeer AB
With groundbreaking technology, Acconeer has developed a radar sensor that opens a new world of interaction. Acconeer Micro Radar Sensor, with low power consumption, high precision, small size and high robustness, is a 60GHz robust and cost-effective sensor for detection, distance measurement, motion detection and camera-supported applications with low power consumption. Acconeer combines the advantage of low power consumption with highly accurate pulsed radar systems of coherent radar, all integrated into a component with a surface area of only 28 mm2. The radar sensor can be included in a range of mobile consumer products, from smartphones to wearables, but also in areas such as robots, drones, the Internet of Things, healthcare, automotive, industrial robots and security and monitoring systems. Acconeer is a semiconductor company and, as a business model, sells hardware to manufacturers of consumer electronics products. Acconeer is listed on Nasdaq First North Growth Market with the ticker code ACCON, Redeye is the company's Certified Advisor (CA) and can be contacted via telephone +46(0)8 121 576 90 or via e-mail certifiedadviser@redey.se.
