PRESS RELEASE FROM THE ANNUAL GENERAL MEETING OF AKTIEBOLAGET FASTATOR (PUBL)
Aktiebolaget Fastator (publ) held an Annual General Meeting on 10 May 2016 in Stockholm, Sweden. Resolutions made at the Annual General Meeting are presented below. All resolutions were adopted with the required majority of votes.
The Meeting resolved to adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for 2015, to discharge the members of the Board and the CEO from personal liability for 2015, that no dividend be paid for the 2015 financial year and that all unappropriated earnings be carried forward.
Fees to be paid to the Board and the auditor
The Meeting resolved to pay annual fees to members of the Board, who do not receive a salary from the company or another company in the company’s group, in an amount of SEK 350,000 to the Chairman of the Board and SEK 200,000 to each of the other members, and to pay the auditor in return for an approved invoice.
Board of Directors
The Meeting resolved that the Board was to consist of six members, with no deputies, and to re-elect Björn Rosengren, Anders Mossberg, Agneta Jacobsson, Pelle Törnberg, Carl Bildt and Mats Lundberg as Board members of the company for the period up until the end of next Annual General Meeting. Auditor The Meeting resolved to elect a registered public accounting firm as auditor and to re-elect the current accounting firm Öhrlings PricewaterhouseCoopers AB as auditors, with Magnus Ivar Thorling as auditor-in-charge.
Guidelines for remuneration of senior executives
The Meeting resolved that the guidelines adopted for the remuneration of senior executives at the Extraordinary General Meeting on 14 December 2015 will continue to apply in an unchanged manner.
The Meeting resolved, in line with the Board’s proposal, to authorise the Board, on one or more occasions prior to the next Annual General Meeting, with or without disapplication of shareholders’ preferential rights, to resolve on a new issue of Series B shares. The authorisation is to apply to issues of shares for a total subscription price not exceeding SEK 100,000,000.
Shares may be issued on the basis of cash payment, non-cash consideration or offset, or otherwise be subscribed for under the conditions stipulated in Chapter 13, Section 5, first paragraph, point 6 of the Swedish Companies Act. The Board was also authorised to otherwise determine the terms and conditions of the share issue. If the Board decides on a share issue without preferential rights for shareholders, the reason must be to broaden the ownership base, acquire or facilitate the acquisition of working capital, increase the liquidity of the share, carry out company acquisitions or acquire or facilitate the acquisition of capital for company acquisitions. For a decision on share issues without preferential rights for shareholders, the subscription price is to be market-based on the date of the issue decision. The Board was authorised to make any minor adjustments to this resolution that may prove to be necessary in connection with registration.
Issue of warrants
The Meeting resolved, in accordance with the proposal of shareholders representing a majority of the capital and the votes in the company, that the company, with disapplication of shareholders’ preferential rights, issue not more than 420,000 warrants with the right to subscribe for a maximum of 420,000 new Series B shares. Only the indirectly wholly owned subsidiary, Konyab 1 i Sverige AB, is eligible to subscribe. The subsidiary will acquire the warrants free of charge, with the right and obligation to transfer the warrants to the members of the company’s Board who are not (directly or indirectly) major shareholders in the company.
The members of the Board concerned will be offered an opportunity to acquire the warrants for a market-aligned cash amount. For one (1) warrant, holders of warrants are entitled to subscribe for one (1) new Series B share in the company, from 1 December 2020 up to and including 31 December 2020, for a subscription price corresponding to 150% of the average of the volume-weighted, most recent price paid for the share over the ten trading days from 2 May through 16 May 2016. The reason for the proposal is that a personal, long-term ownership commitment among members of the Board can be expected to stimulate a greater interest in the operations and its earnings trend. Accordingly, the parties forwarding the motion believed that the offering is advantageous to both the company and its shareholders.
On full exercise of the warrants, the share capital will increase by SEK 672,000 through the issuance of 420,000 Series B shares, each with a quotient value of SEK 1.60, although subject to the increase that may be caused by a recalculation being necessary under the option terms due to share issues, etc. This means that on full exercise of the warrants, the dilution effect of the new shares will correspond to approximately 2.9% of the total number of outstanding shares and 2.8% of the total number of votes in the company. The Board was authorised to make any minor adjustments to this resolution that may prove to be necessary in connection with registration.
The company already has a warrant programme outstanding. In December 2015, 650,000 warrants were issued to four senior executives. The warrants mature on 31 December 2020 at a subscription price of SEK 43.05 each. Taking into account the warrants outstanding, total dilution resulting from the warrants already issued and the warrants to be issued under this resolution will be 7.1% of the shares and 6.8% of the voting rights.
The Meeting also resolved to approve transfers a maximum of 140,000 warrants to Chairman of the Board Björn Rosengren and a maximum of 70,000 warrants each to members of the Board Carl Bildt, Agneta Jacobsson, Anders Mossberg and Per Törnberg.
For more information, please contact:
Daniel Hummel, CEO
+46 (0)70 661 24 29
Aktiebolaget Fastator (publ) is an investment company specialised in the property sector. The company’s share has been traded on Nasdaq First North Stockholm since 24 September 2015. The company’s Certified Adviser is Erik Penser Bank AB, tel +46 (0)8 463 80 00. This is information of the type that Fastator is obligated to disclose in accordance with the Swedish Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 10 May 2016 at 5:00 p.m.