Stockholm, Sweden - The following decisions were passed at the Annual General Meeting (the "AGM") in Net Insight AB (publ) on 9 May 2017. The board of directors' complete proposals has previously been published and is available at the company's website, www.netinsight.net
Approval of the annual report, appropriation of result and discharge from liability
The AGM decided to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2016. Furthermore, it was decided that the company's results shall be carried forward and thus no dividend will be distributed. The AGM decided to discharge the board members and the managing director from liability.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditors
The AGM decided that the number of board members, appointed by the shareholders' meeting, should be seven with one deputy. Lars Berg, Gunilla Fransson, Anders Harrysson, Cecilia Beck-Friis, Crister Fritzson, Jan Barchan and Charlotta Falvin were re-elected as board members and Stina Barchan was elected as personal deputy for Jan Barchan. Lars Berg was re-elected chairman of the board.
The AGM decided that the number of auditors shall be one without deputies. Deloitte AB was elected as the company's auditor with Therese Kjellberg as auditor in charge.
The AGM decided that the remuneration to the board should amount to SEK 2,070,000 to be allocated with SEK 575,000 to the chairman of the board of directors and SEK 230,000 to each other member of the board of directors who are not employees in the company and SEK 115,000 to deputies who are not employees in the company. For work relating to committees, each member appointed by the Board of Directors shall receive SEK 10,000 per meeting. Remuneration to the auditor will be on approved account.
Resolution to amend the articles of association
The AGM resolved to amend Section 6 of the articles of association by adding a sentence stipulating that any deputy board member only may take such board members place as the deputy is appointed a personal deputy for, and to amend Section 8 so that the time stipulated in the second paragraph for when shareholders shall give notice to the company is deleted.
Resolution regarding the nomination committee and guidelines for remuneration and other terms of employment for the group management
The AGM resolved to approve the proposed instructions for the nomination committee and the board of directors' proposal regarding guidelines for remuneration and other terms of employment for the group management.
Resolution on the issue of synthetic options
The AGM resolved to introduce two cash-based option programmes related to Net Insight's share price development, "Option Programme 2017" and "Global Option Programme 2017".
Option Programme 2017 is mainly in line with the synthetic option programme adopted by the annual general meeting 2016. The opportunity to acquire synthetic options shall primarily include those who have not been able to participate in Option Programme 2015 and 2016 and who are employed within the Swedish organization of the Net Insight group and are residents in Sweden. A maximum total of 750,000 synthetic options may be issued in Option Programme 2017.
Global Option Programme 2017 is an option programme for employees within the Net Insight group outside of Sweden. Global Option Programme 2017 includes all approximately 80 employees within the Net Insight group outside of Sweden and a maximum total of 1,350,000 synthetic options may be issued in the programme.
Resolution regarding authorization for the board of directors to resolve to repurchase and transfer of own shares
The AGM resolved to authorize the board of directors to resolve to repurchase, on one or several occasions until the next annual general meeting, as many own shares as may be purchased without the company's holding at any time exceeding 5 per cent of the total number of shares in the company. Further, the AGM resolved to authorize the board of directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares.
The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the company, to provide flexibility as regards the company's possibilities to distribute capital to its shareholders and to provide hedging for the company's option programme. The purpose of the authorization to transfer own shares is to enable the board of directors to make corporate acquisitions, product acquisitions or enter into collaboration agreements, or to raise working capital or broaden the shareholder base or for use in the context of the company's incentive plans or to provide hedging for the company's option programme.
For further information, please contact:
Fredrik Tumegård, CEO of Net Insight, +46 8 685 04 00, firstname.lastname@example.org
The information was submitted for publication, through the agency of the contact person set out above, on May 9, 2017 at 12.45 pm CET.
About Net Insight
Net Insight's vision is to enable a live and interactive media experience for anyone on earth. Our aim is to lead progress and enable a global media marketplace where live content can be exchanged and interaction among TV audiences can take place in real-time. We want to create the media experience of the future, centered on content.
Net Insight delivers products, software and services for effective, high-quality media transport, coupled with the effective management of resources, all, which creates an enhanced TV experience. Net Insight's offerings span across the entire media spectrum, starting from TV cameras and TV studios, right through to the TV consumers. Our solutions benefit network operators, and TV and production companies, by lowering total cost of ownership, improving their workflow efficiencies and providing them with the ability to capture new business opportunities.
More than 500 world-class customers run mission critical media services using Net Insight's solutions, covering more than 60 countries worldwide. Net Insight is listed on Nasdaq Stockholm.
For more information,please visit netinsight.netBulletin from the Annual General Meeting in Net Insight AB