The shareholders of Raketech Group Holding Plc gathered in Stockholm, Sweden, on 17 May 2022 to hold an annual general meeting. The following resolutions were made.
It was resolved to approve the Consolidated Financial Statements of the company, the Director’s Report and the Auditor’s Report for the financial year ending 31 December 2021. The meeting resolved to not pay any dividends for the financial year 2021 in accordance with the directors’ recommendation.
Ulrik Bengtsson was elected as board member and Chairman of the Board of Directors, Erik Skarp, Johan Svensson and Magnus Gottås were re-elected as members of the Board of Directors and Pierre Cadena and Clare Boynton were elected as new members of the Board of Directors, all directors being elected for the period until the end of the next annual general meeting in accordance with the Nomination Committee’s proposal.
Annika Billberg and Fredrik Svederman did not stand for re-election.
The meeting resolved that the fees to be paid to the members of the Board of Directors shall be allocated as follows: EUR 50,000 to the Chairman of the Board of Directors and EUR 30,000 to each of the other members of the Board of Directors. No Director having an operational role in the Company or its subsidiaries under which the Director receives a salary, or a consultancy fee shall receive any compensation for the work conducted in the Board of Directors and any committees. The meeting further resolved that the Chairmans of the Audit Committee, of the Remuneration Committee and of the USA Committee shall respectively be entitled to a remuneration of EUR 10,000 each.
PricewaterhouseCoopers Malta was re-elected as the company’s auditor for the time until the end of the next annual general meeting in accordance with the Nomination Committee’s proposal and Audit Committee’s recommendation. The meeting resolved that the auditor’s fees shall be payable in accordance with any invoice approved by the Remuneration Committee.
The meeting resolved to approve the Nomination Committee’s proposal on the principles for appointing the Nomination Committee of the company until the annual general meeting of 2023.
The meeting resolved to adopt the Board of Director’s proposal for guidelines for remuneration to senior management.
The meeting further resolved to adopt an incentive program in accordance with the proposal from the Board of Directors. The program comprises of share options which the participants are entitled to exercise to subscribe for shares in Raketech. The program included a maximum of 28 participants and not more than 1,080,000 share options, which may entitle to the same number of new shares. The share options will vest for three years from the allocation to each participant, whereby 1/3 will vest after the first year, an additional 1/3 after the second year and the remaining 1/3 will vest after the third year. After the vesting, the participant can receive shares in the company.
In accordance with the proposal of the Board of Directors, the meeting resolved to amend the Memorandum of Association and Articles of Association of the company to form a fiscal unit pursuant to Maltese law.
In accordance with the proposal of the Board of Directors, the meeting also resolved to amend the Memorandum of Association and Articles of Association of the Company, to alter the maximum number of shares which may be issued by the Directors as payment for an acquisition of assets by the company or by any of its subsidiaries after the date of the meeting and/or as payment to a creditor in settlement of debts owed by the company or its subsidiaries after the date of the Meeting, up to an aggregate maximum of 20% of the issued shares on a rolling 12-month basis, and to extend the validity of the authorisation period set out therein until the end of the company’s annual general meeting for 2023, subject to the company’s ability in general meeting to renew this permission by ordinary resolution for further maximum periods of 5 years each thereafter.
Finally, in accordance with the proposal of the Board of Directors, the meeting resolved to amend the Memorandum of Association and Articles of Association of the Company, for the purpose of authorising the Directors to issue shares up to the maximum value of the authorised share capital of the company for any other reasons, for a maximum period of 5 years renewable for further maximum periods of 5 years each.