SERSTECH AB: Resolutions from the Annual General Meeting
This announcement is published in both the Swedish and the English language. In the event of inconsistency or discrepancy between the English version and the Swedish version of this publication, the Swedish language version shall prevail.
Today, April 30, 2021, the Annual General Meeting of Serstech AB (publ) was held. Below is a summary of the resolutions passed. The resolutions were passed with the required majority.
The AGM resolved to approve the income statement and balance sheet.
In accordance with the Board’s proposal, the AGM resolved that no dividend should be paid.
The AGM resolved to grant discharge from liability for Board members and the CEO.
The AGM further resolved that the Board shall consist of four Board members without deputies.
Election of a new Board
The AGM resolved to re-elect Sverker Göranson, Arve Nilsson and Thomas Pileby as Board members for the period until the end of the next Annual General Meeting. Thomas Pileby was appointed Chairman of the Board.
Christer Fåhreus has declined re-election as a Board member. The Annual General Meeting thanks Christer for his excellent service.
The AGM resolved to elect Märta Lewander Xu as a Board member.
The AGM resolved that fees totalling SEK 560,000 should be paid to the Board members, to be distributed as SEK 200,000 to the Chairman of the Board and SEK 120,000 each to the other members.
The AGM further resolved to re-elect the company’s auditor PricewaterhouseCoopers, with Cecilia Andrén Dorselius as principal auditor, until the end of the Annual General Meeting to be held next financial year.
Approval of the Board’s decision regarding Warrants
The AGM resolved to issue a maximum of 1,300,000 warrants in 2021/2024 as a result of which the company’s share capital may increase by a maximum of SEK 146,250.
The warrants are directed primarily towards new employees in the business and carry the right to subscribe to shares in the company in July 2024. The Annual General Meeting resolved, in an amendment to the Board’s proposal, that the exercise price for the warrants shall be the volume-weighted average price for the company’s share on Nasdaq First North Growth Market in the period from June 7, 2021 to June 18, 2021.
Approval of the Board’s decision on Rights Issue
The AGM resolved to approve the Board’s decision regarding the Rights issue as described below.
To increase the company’s share capital by a maximum of SEK 1,414,396.35 through a rights issue of a maximum of 12,572,412 shares at a subscription price of SEK 1.95. The total issue amounts to a maximum of SEK 24,516,203.40.
The following other conditions shall apply to the issue:
1. Shareholders in the company will be given preference with regard to the issue. For each existing share, one (1) subscription right is received. Seventeen (17) subscription rights will entitle the holder to subscribe to three (3) new shares.
2. The record date in the share register kept by Euroclear Sweden AB for determining which shareholders are entitled to participate in the issue with preferential rights shall be May 5, 2021. Others may also subscribe to the issue.
3. Subscription price of SEK 1.95 per share.
4. Subscription to shares shall take place during the period from May 7, 2021 until May 21, 2021 inclusive. Subscription with the support of preferential rights shall take place through simultaneous cash payment. Subscriptions made without the support of subscription rights must be made on the special subscription list and payment must be made no later than the fourth banking day after the notice of allocation has been sent to the subscriber. The Board shall have the right to extend the time for subscription and payment.
5. In the event that not all shares are subscribed to with preferential rights as described above, the Board shall, within the maximum amount of the issue, decide to allocate shares to others who have subscribed to shares without preferential rights and determine how the shares should be distributed betweeen them.
In the first instance, new shares subscribed to without the support of subscription rights shall be allocated to those subscribers who have also subscribed to new shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event that allocation cannot be fully made, allocation shall be made pro rata in relation to the subscription rights used for the subscription of new shares and then, insofar as this cannot be done, by drawing lots.
In the second instance, new shares subscribed to without the support of subscription rights shall be allocated to those who have subscribed without the support of subscription rights, and in the event that allocation to these cannot be made in full, allocation shall be made pro rata in relation to the new shares that each one has subscribed to and, insofar as this cannot be done, by drawing lots.
In the third instance, new shares subscribed to without the support of subscription rights shall be allocated to the issue guarantors in proportion to the size of their guarantee commitments, and, insofar as this cannot be done, by drawing lots.
6. The new shares shall provide the right to a dividend for the first time on the record date for dividends that occurs soonest after the new shares have been registered with the Swedish Companies Registration Office.
7. The board or the board’s appointee is authorized to make decisions regarding minor corrections required for registration with the Swedish Companies Registration Office and EuroclearSweden AB.
Lund April 2021
Serstech AB (publ)
THE BOARD OF DIRECTORS
For further information, please contact:
Stefan Sandor,
CEO, Serstech AB
Phone: +46 739 606067
Email: ss@serstech.com
Thomas Pileby,
Chairman of the Board, Serstech AB
Phone: +46 702 072643
Email: tp@serstech.com
or visit: www.serstech.com
The information was submitted for publication, through the agency of the contact person set out above at 16:00 CET on April 30, 2021.
Certified advisor to Serstech is Svensk Kapitalmarknadsgranskning AB (SKMG), phone: +46 11 323 07 32, e-mail: ca@skmg.se.
About Serstech
Serstech delivers solutions for chemical identification and has customers around the world, mainly in the safety and security industry. Typical customers are customs, police authorities, security organizations and first responders. The solutions and technology are however not limited to security applications and potentially any industry using chemicals of some kind could be addressed by Serstech’s solution. Serstech’s head office is in Sweden and all production is done in Sweden.
