Annual General Meeting 2024
Resolutions at the annual general meeting in Volati AB (publ)
Date: 25 April 2024
At the annual general meeting in Volati AB (publ) today on 25 April 2024, income statements and balance sheets for 2023 were adopted and it was resolved on, among other things, dividends of SEK 1.90 per ordinary share and SEK 40.00 per preference share, re-election of Karl Perlhagen, Patrik Wahlén, Björn Garat, Christina Tillman, Anna-Karin Celsing, Magnus Sundström and Maria Edsman as board members as well as election of KPMG AB 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. Furthermore, it was resolved on a warrant program in Volati AB through a directed issue of warrants with a subsequent transfer to the participants and on a warrant program in the subsidiary Salix Group AB through a directed issue of warrants.
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 2023.
Dividends
The annual general meeting resolved on a dividend of SEK 1.90 per ordinary share. The record date for the ordinary share dividend is 29 April 2024 and the payment from Euroclear Sweden AB is expected to be made on 3 May 2024.
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 2024, 5 August 2024, 5 November 2024 and 5 February 2025, or the bank day immediately prior 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, Christina Tillman, Anna-Karin Celsing, Magnus Sundström and Maria Edsman 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. 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 remuneration to the auditor
The registered accounting firm KPMG AB was, in accordance with the nomination committee’s proposal, elected as the auditor of the company for the time until the close of the next annual general meeting. KPMG AB has informed the company that it intends to let Helena Nilsson proceed as the auditor in charge. The annual general meeting also resolved that remuneration 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, in accordance with an offer that has been directed to all holders of ordinary shares, in accordance with an offer that has been directed to all holders of preference shares or in accordance with an offer that has been directed to all shareholders that the board of directors decides to acquire. The purpose of acquisitions of own shares shall be to achieve flexibility regarding the Company’s equity and thereby 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 and the shares may be paid, other than cash payment, by offset, in kind or in accordance with conditions laid down in chapter 2 section 5 second paragraph of the Companies Act (Sw: aktiebolagslagen). 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 a 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 2024/2028 in the company. Each warrant shall entitle the holder to, from 25 April 2028 and for a period up and until 25 May 2028, subscribe for one new ordinary share in Volati. The future exercise price for an ordinary share based on a warrant amounts to SEK 148.75 per ordinary share. The right to acquire warrants shall be granted to four persons in total: Volati’s CEO and CFO as well as two other notified key employees in the group. The resolution means that the company adopts a warrant program through an issue of not more than 343,137 warrants of series 2024/2028 for further transfer against market value to the participants in the warrant program. If all 343,137 warrants of series 2024/2028 are exercised for subscription of 343,137 new shares in the company, a dilution effect of approximately 0.42 per cent of the shares and 0.43 per cent of the votes in Volati arises (calculated on the current number of ordinary shares and preference shares in Volati).
Resolution on a warrant program in Salix Group AB through a directed issue of warrants
The annual general meeting resolved to authorise the subsidiary Salix Group AB to adopt a warrant program under which the company invites certain key employees of the Salix Group to subscribe for warrants of series 2024/2028 in Salix Group AB. Each warrant shall entitle the holder to, from 25 April 2028 and for a period up and until 25 May 2028, subscribe for one (1) new share in Salix Group AB. The future exercise price for a new share based on a warrant amounts to SEK 40.87per new share. The right to subscribe for shall be granted in total three notified persons within the Salix Group. The resolution means that Salix Group AB adopts a warrant program through an issue of not more than 241,692 warrants of series 2024/2028 to the participants of the warrant program. If all 241,692 warrants of series 2024/2028 are exercised for subscription of 241,692 new shares in the company, a dilution effect of approximately 0.24 per cent in Salix Group AB arises (calculated on the current number of shares in Salix Group AB).
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.
- To approve the board’s remuneration report for 2023.
- That the guidelines for remuneration to senior management that was adopted at the annual general meeting 25 June 2020, in accordance with the board of director’s proposal, shall be re-adopted unchanged.
Minutes from the meeting and complete resolutions
The minutes from the annual general meeting, including the complete resolutions, will be made available at the company and on the company’s website, www.volati.se.