Today, June 3, 2022, the Annual General Meeting of Enersize Plc ("Company") was held.
At the meeting, 21,269,094 shares and votes were represented. Below is a summary of the decisions made. All decisions at the meeting were made unanimously.
Adoption of financial statements, loss for the financial year and dividend distribution, and discharge of liability
- The Annual General Meeting approved the financial statements for the financial period ended on 31 December 2021 and resolved that the loss for the financial period, EUR 1,624,403, be transferred to the account for retained earnings or loss and that no dividend shall be paid.
- The Annual General Meeting granted discharge from liability for the members of the Board of Directors and the CEO for the financial year 1 January – 31 December 2021.
Decisions on Board members remuneration and election of Board members
- The Annual General Meeting resolved that the elected Board members be paid the following fees for the term of office beginning at the end of this Annual General Meeting and ending at the end of the next Annual General Meeting: EUR 600 per month to the Chairman of the Board. 400 euros per month per Board member. No remuneration is paid to persons who are in an employment relationship with the Company.
- The Annual General Meeting resolved that the Board shall consist of four (4) Board members.
- The previous Board members Anders Lundström, Stefan Kaiser, Sami Mykkänen and Lassi Noponen have previously informed the Board of Directors that they have made their seats available and are resigning at their own request.
- The Annual General Meeting resolved in accordance with a proposal by shareholders representing approximately 19 percent of the Company's shares and votes in the company that the new Board members, Ola Möllerström, Johan Olson, Alexander Fällström and Elin Skarp, presented on the Company's website on 27 May 2022, be elected. The Board members' term of office ends at the end of the next Annual General Meeting.
Johan Olson is a business economist with a focus on organization and is a certified Board member, Project Manager and EU project coordinator. Johan has solid experience in business and innovation development and as CEO / leader / Board member in both listed and unlisted companies.
Ola Möllerström has more than 25 years of experience in international business development. Has management experience of industries and companies that have been transformed into both product offerings and value chains. Ola has many years of background as CEO / leader / Board member in both listed and unlisted companies.
Elin Skarp has more than 20 years of experience from the security and IT industry in various leading roles, including international business development and customer transformation, sales and marketing, business operation and change management. Elin Skarp has a Master's degree in Political Science from Lund University.
Alexander Fällström has a degree in economics from Harvard University and has a background in Private Equity and M&A with a focus on Industrial and Business Services. Also experience in asset management. Previous employment at Capillar Advisory in Stockholm, and Goldman Sachs & Jefferies in London.i London.
Auditor's fee and election of auditor
- The Annual General Meeting resolved that the auditor's fee be paid in accordance with a reasonable invoice approved by the Company. The Audit Association KPMG Oy Ab was elected as the Company's auditor, which has announced that the CPA Mauri Eskelinen will be appointed as the principal auditor. The auditor's term of office ends at the end of the next Annual General Meeting.
Authorization of the Board of Directors to decide on a share issue and on the issue of option rights and other special rights that entitle to shares
- The Annual General Meeting authorized the Board to decide, in one or more installments, on the issue of shares and on the issue of option rights and others in Chapter 10. Section 1 of the Swedish Companies Act provides for special rights that entitle to shares.
- The number of shares that can be issued on the basis of this authorization may not exceed 1,700,000,000 new shares or shares held by the Company.
- The purpose of the authorization is to increase the Company's financial flexibility and the Board's room for maneuver. If the Board of Directors decides on a share issue with deviation from the shareholders' preferential rights, the reason shall be to raise working capital, expand the Company's shareholder base, finance acquisitions of operations or to fulfill obligations in cooperation agreements.
- The Board decides on all conditions for the issue of shares as well as the issue of option rights and other special rights that entitle to shares. Authorization includes that a share issue as well as an issue of option rights and other special rights that entitle to shares may take place with deviation from the shareholders' preferential rights (directed issue), if there are compelling financial reasons for this from the Company's point of view.
- The authorization replaces all previous authorizations except those listed below: The authorization from the Extraordinary General Meeting on March 30, 2021 for the Board of Directors to decide on an option program comprising 25,000,000 warrants is not replaced.
- The new authorization is in force until the next Annual General Meeting, but no later than 30 June 2023.
Amendment of the Articles of Association
- The Annual General Meeting resolved in accordance with the proposal from the Board of Directors that the third paragraph of section 7 of the company's Articles of Association be amended so that it reads as follows (texts in Swedish and Finnish):
" Bolagsstämman kan hållas, förutom i bolagets hemvist, i Helsingfors stad i Finland eller i Stockholms eller Lunds städer i Sverige."
"Yhtiökokous voidaan pitää yhtiön kotipaikan lisäksi Helsingin kaupungissa Suomessa tai Tukholman tai Lundin kaupungeissa Ruotsissa.".