Solna - The following resolutions were passed at the Annual General Meeting (the “AGM”) in Net Insight AB (publ) on 8 May 2020. The board of directors’ complete proposals have previously been published and are available at the company’s website, www.netinsight.net
Approval of the annual report, appropriation of result and discharge from liability
The AGM resolved to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2019. Furthermore, it was resolved that the company’s results shall be carried forward and thus no dividend will be distributed. The AGM resolved 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 auditor
The AGM resolved that the number of board members, appointed by the shareholders’ meeting, should be six with one deputy. Gunilla Fransson, Anders Harrysson, Jan Barchan, Charlotta Falvin and Mathias Berg were re-elected as board members, Kjell Arvidsson was elected as board member and Stina Barchan was re-elected as personal deputy for Jan Barchan. Gunilla Fransson was re-elected as chairman of the board.
The AGM resolved that the number of auditors shall be one without deputies. Deloitte AB was re-elected as the company’s auditor with Therese Kjellberg as auditor in charge.
The AGM resolved that the remuneration to the board should amount to SEK 2,225,000 to be allocated with SEK 700,000 to the chairman of the board of directors and SEK 240,000 to each other member of the board of directors who are not employees in the company and SEK 120,000 to deputies who are not employees in the company. For work relating to committees, remuneration to the chairman of the audit committee was resolved to be SEK 75,000 and SEK 40,000 to each member of the audit committee, SEK 50,000 to the chairman of the remuneration committee and SEK 40,000 to each member of the remuneration committee. Remuneration to the auditor will be on approved account.
Resolution regarding guidelines for remuneration and other terms of employment for the group management
The AGM resolved to approve the board of directors’ proposal regarding guidelines for remuneration and other terms of employment for the group management.
Resolution regarding incentive programme 2020 and issue of warrants
The AGM resolved in accordance with the board of directors’ proposal regarding implementation of a long-term incentive programme for employees not employed within the company’s U.S. or UK operations. LTI 2020 comprises two series, Series 1 and Series 2, which both consist of warrants to be transferred to employees with a vesting period of three years after which the holder is entitled to exercise the warrants to subscribe for B shares during a period of three months. The resolution also included a resolution to issue not more than 7,400,000 warrants and the subsequent transfer of not more than 3,700,000 warrants, of which not more than 3,700,000 may be issued in Series 1 and not more than 3,700,000 may be issued in Series 2. Thus, transfer of warrants in accordance with the above may only be made to the extent that the total number of warrants of Series 1 and Series 2 in total does not exceed 3,700,000 warrants.
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 two 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:
Crister Fritzson, CEO at Net Insight AB, +46 8 685 04 00, firstname.lastname@example.org
About Net Insight
Net Insight is a global leader in media networks and resource optimization. With more than 20 years’ experience, Net Insight is a trusted and important partner and a leading force in the media tech industry in creating a better media experience.
Net Insight is powering the evolving media business in a connected world where technology enables seamless meetings between producers, distributors and consumers of content – regardless of geographical location, technical resources or distribution network. With its deep market knowledge and insight, genuine customer focus and world-leading innovative technology, Net Insight makes it easier to create and deliver better content in a more reliable and effective way. Net Insight is driven by the idea that everything can always be done smarter, for both its customers and their customers.
More than 500 world-class customers run mission-critical media services using Net Insight’s solutions in more than 70 countries worldwide. Net Insight is listed on Nasdaq Stockholm.