Annual General Meeting 2022
Resolutions at the annual general meeting in Volati AB (publ)
Date: 2022-04-27, 18:40
At the annual general meeting in Volati AB (publ) today on 27 April 2022, income statements and balance sheets for 2021 were adopted and it was resolved on, among other things, dividends of SEK 1.70 per ordinary share and SEK 40.00 per preference share, re-elections of all board members and the chairman of the board as well as re-election of Ernst & Young Aktiebolag as the auditor. In addition, the annual general meeting resolved on authorisations for the board to resolve on acquisitions and transfers of own shares and new issuances of preference shares. The general meeting also resolved on a warrant program in Volati AB through a directed issue of warrants with a subsequent transfer to the participants as well as to approve a warrant program in Salix Group AB by way of a directed issue of warrants with a subsequent transfer to the participants.
Adoption of income statements and balance sheets
The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2021.
Dividends
The annual general meeting resolved on a dividend of SEK 1.70 per ordinary share. The record date for the ordinary share dividend is 29 April 2022 and the payment from Euroclear Sweden AB is expected to be made on 4 May 2022.
In addition, the annual general meeting resolved on a dividend of SEK 40.00 per preference share to be paid quarterly in an amount of SEK 10.00 per preference share. The record dates for the preference share dividend are 5 May 2022, 5 August 2022, 5 November 2022 and 5 February 2023, or the previous banking day in accordance with the company’s articles of association.
Election of board members and determination of remuneration to the board
Karl Perlhagen, Patrik Wahlén, Björn Garat, Louise Nicolin, Christina Tillman, Anna-Karin Celsing and Magnus Sundström were re-elected as board members for the time until the close of the next annual general meeting. Patrik Wahlén was re-elected as the chairman of the board for the same period.
The annual general meeting resolved that a remuneration of SEK 500,000 shall be paid to the chairman of the board and that SEK 250,000 shall be paid to the other board members elected by the general meeting, with the exception of board members that are employed by the company or its subsidiaries and with the exception of Karl Perlhagen who renounced remuneration (and instead encouraged the company to donate the amount to charity in Ukraine). Furthermore it was resolved that SEK 75,000 shall be paid to the board member who is chairman and SEK 50,000 shall be paid to each of the board members who are otherwise members of an audit committee instituted by the board of directors.
Election of auditor and determination of fees to the auditor
The registered accounting firm Ernst & Young Aktiebolag was, in accordance with the nomination committee´s proposal, re-elected as the auditor of the company for the time until the close of the next annual general meeting. Ernst & Young Aktiebolag has informed the company that it intends to let Rickard Andersson proceed as the auditor in charge. The annual general meeting also resolved that fees to the auditor shall be paid against approved invoices.
Authorisation on acquisitions of own ordinary shares and preference shares
The annual general meeting resolved to authorise the board to resolve on acquisitions of own ordinary shares and preference shares.
Acquisitions may be made on Nasdaq Stockholm or in accordance with an offer that either may be directed to all shareholders or to all holders of the share class that the board of directors decides to acquire. The purpose of acquisitions of own shares shall be to enable an optimised capital structure or, as regards acquisitions of preference shares, to enable the use of preference shares as consideration for or as financing of acquisitions of companies or businesses. Acquisitions may only be made of so many shares that the company’s holding of own shares after each such acquisition amounts to a maximum of one tenth of the shares of each share class respectively.
Authorisation on transfers of own preference shares
The annual general meeting resolved to authorise the board to resolve on transfers of own preference shares. Transfers of own preference shares may be made on Nasdaq Stockholm and by other means than on Nasdaq Stockholm. Transfers of own preference shares on Nasdaq Stockholm may only be made at a price within the registered price interval at any given time. Transfers of own preference shares by other means than on Nasdaq Stockholm may be made with deviation from the shareholders’ pre-emption rights at a price per share that is not lower than the market price, whereby a market discount in relation to the price of the preference shares on Nasdaq Stockholm may be applied. The rationale for any deviation from the shareholders’ pre-emption rights in connection with transfers of own preference shares that does not take place on Nasdaq Stockholm shall be to enable the company to use own preference shares as consideration for or as financing of acquisitions of companies or businesses.
Authorisation on issue of new preference shares
The annual general meeting resolved to authorise the board to, on one or several occasions before the next annual general meeting, resolve on issues of not more than 320,754 preference shares (corresponding to approximately 20 per cent of the number of preference shares currently outstanding) with or without pre-emption rights for the shareholders. The purpose of the authorisation is, and the rationale for any deviations from the shareholders’ pre-emption rights shall be, to enable the company to use newly issued preference shares as consideration for or as financing of acquisitions of companies or businesses.
Resolution on warrant program in Volati AB through a directed issue of warrants with a subsequent transfer to the participants
The annual general meeting resolved to adopt a warrant program under which the company invites certain key employees to acquire warrants of series 2022/2026 in in the company. Each warrant shall entitle the holder to from 27 April 2026 and for a period of three months thereafter subscribe for one new ordinary share in Volati. The future exercise price for an ordinary share based on a warrant amounts to SEK 187.64 per ordinary share. The right to acquire warrants shall be granted to four persons in total: Volati’s CEO and CFO (Category 1) as well as two other key employees in the group (Category 2). The resolution means the company adopts a warrant program through issue of not more than 131,026 warrants of series 2022/2026 for further transfer against market value to the participants in the warrant program. If all 131,026 warrants of series 2022/2026 are exercised for subscription of 131,026 new shares in the company, a dilution effect of approximately 0.16 of the shares and 0.16 of the votes in Volati arises (calculated on the current number of ordinary shares and preference shares in Volati).
Resolution to approve a warrant program in Salix Group AB by way of a directed issue of warrants with a subsequent transfer to the participants
The general meeting resolved to approve that the subsidiary Salix Group AB (“Salix Group”) resolves to adopt a warrant program under which the company offers certain key employees in Salix Group to acquire warrants of series 2022/2026 in Salix Group. Each warrant shall entitle the holder to from 27 April 2026 and for a period of three months thereafter subscribe for one new share in Salix Group. The future exercise price for a share based on a warrant amounts to SEK 39.10 per share. The right to acquire warrants shall rest at three persons: Salix Group’s CEO, Salix Group’s CFO and a future key employee in Salix Group. The resolution means that Volati approves that Salix Group adopts a warrant program through issue of a maximum of 621,212 warrants of series 2022/2026 for further transfer against market value to the participants in the warrant program. The annual general meeting of Salix Group is expected to resolve on the warrant program on 29 April 2022. In connection with the general meeting in Salix Group the ownership structure of the Salix Group will change through divestments of existing shares, whereby Volati’s ownership will increase with 3,790,244 shares (to a ownership in Salix Group of approx. 97.5%) and the Salix Group’s CEO will acquire 287,402 shares and the Salix Group’s CFO will acquire 22,354 shares. All transactions in existing shares are made for a share price corresponding to the underlying valuation of the warrant price.
Other resolutions
The annual general meeting also resolved on:
- Discharge from liability for all board members and the managing director.
- That the instruction for the nomination committee adopted at the annual general meeting 2020 shall continue to apply until further notice.
- Minor amendments to the company’s articles of association, mainly to the provisions regarding general meetings.
