Bulletin from the Annual General Meeting in Enea AB (publ) on May 6, 2021
Today, on May 6, 2021, the Annual General Meeting was held in Enea AB (publ). In light of the ongoing Covid-19 pandemic and in order to reduce the risk of infection spreading, 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 827,296,186 are carried forward.
Discharge from liability for the members of 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 2020.
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, Mats Lindoff, Birgitta Stymne Göransson and Charlotta Sund as board members and to elect Jan Frykhammar as new board member. Anders Lidbeck was re-elected as chairman of the board. Anders Skarin had declined re-election.
Furthermore, the Annual General Meeting resolved that remuneration to the board shall be paid with a total of SEK 2,080,000 (for the period from this general meeting until the end of the next general meeting) to be allocated with SEK 530,000 to the chairman and with SEK 250,000 to the rest of the members elected by the general meeting and SEK 300,000 to be allocated amongst the members for committee work as follows: SEK 90,000 to the chairman of the audit committee and SEK 50,000 each to the two members and SEK 50,000 to the chairman of the remuneration committee and SEK 30,000 to the member, and SEK 30,000 to the member in a Technology and Strategy committee, which the board intends to establish.
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 2020.
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 2022. 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 2022, 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 2,161,523 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.
The board’s proposal for resolution on (A) long-term share based incentive plan; (B) hedging measures by way of (i) amendment of the Articles of Association, (ii) authorization on directed issues of series C shares, (iii) authorization for repurchase of series C shares, and (iv) resolution on transfer of own ordinary shares; and (C) equity swap arrangement with third parties
The Annual General Meeting resolved in accordance with the proposal from the board on a long-term share-based incentive plan (LTIP 2021) and hedging measures in accordance with the below.
LTIP 2021 comprises approximately 30 employees consisting of senior executives and other key employees. The participants are allocated performance based share rights, which provide the participant with a right to acquire shares. Following the defined vesting period, the participants will, free of charge, be allocated shares in the company provided that certain conditions are fulfilled. Allocation of shares presupposes, with certain limited exceptions, the participant to remain employed within the Enea Group during the vesting period. In addition, a pre-requisite for the allocation of shares is that certain performance targets are fulfilled by Enea concerning Enea’s development in earnings per share. The maximum number of shares in the company, which may be allocated in total under the LTIP 2021 shall be limited to 243,000, which represents approximately 1.1 percent of all outstanding shares and votes in the company.
In order to secure delivery of shares to the participants in LTIP 2021, the Annual General Meeting further resolved on hedging measures by way of (i) amendment of the Articles of Association in order to enable issues of series C shares, (ii) to authorize the board to resolve on directed issues of series C shares, whereby the new shares, with deviation from the shareholders' preferential rights, only may be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value of the shares; (iii) to authorize the board to resolve to repurchase own series C shares; and (iv) to approve transfer of own ordinary shares to the participants under LTIP 2021.
Kista on May 6, 2021
Enea AB (publ)
Anders Lidbeck, Chairman of the Board
Phone: +46 8 507 140 00
Jan Häglund, President and Chief Executive Officer
E-mail: [email protected]
Lotta Trulsson, Executive Assistant
E-mail: [email protected]
Enea is one of the world’s leading suppliers of innovative software for telecommunication and cybersecurity. Focus areas are cloud-native, 5G-ready products for data management, mobile video traffic optimization, edge virtualization, and traffic intelligence. More than 3 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.