Today, Friday 6 May 2022, the annual general meeting in Xintela AB (publ) was held. The following main resolutions were passed.
Allocation of results and discharge from liability
The meeting resolved, in accordance with the board’s proposal, that no dividend shall be paid for the financial year 2021 and that the company’s result shall be carried forward.
Furthermore, the meeting resolved on discharge of the members of the board of directors and the managing director from liability for the financial year 2021.
Appointment of and fees payable to members of the board of directors and auditor
The meeting resolved that the board of directors shall be composed of four ordinary members with no deputies. Gregory Batcheller, Lars Hedbys and Maarten de Chateau were re-elected as members of the board of directors, and Hans-Joachim Simons was appointed new member of the board of directors. Gregory Batcheller was re-elected chairman of the board.
Moreover, the meeting resolved on remuneration to the board of directors amounting to SEK 750,000 in total, whereby SEK 300,000 shall be distributed to the chairman of the board and SEK 150,000 to each of the other board members.
The meeting also resolved to re-elect Öhrlings PricewaterhouseCoopers AB as auditor and that remuneration to the auditor shall be paid in accordance with approved invoices.
New articles of association
The meeting resolved, in accordance with the board’s proposal, to adopt new articles of association whereby the limits for the number of shares and share capital are amended.
Issue authorizations
The meeting resolved, in accordance with the board’s proposal, to authorize the board, within the limits stipulated in the articles of association and with pre-emptive rights for the company’s shareholders, to resolve to issue new shares or to issue convertibles or warrants.
Further, the meeting resolved, in accordance with the board’s proposal, to authorize the board to, with deviation from the shareholders’ pre-emptive rights, resolve to issue new shares or to issue convertibles or warrants. Issue resolutions based on the authorization may not entail that the total number of shares increases with more than 20 percent of the total number of shares outstanding in the company on the day of the meeting. The purpose of the authorization, and the reason for the deviation from the shareholders’ pre-emptive rights, is to enable the company to broaden the shareholder base, raise or enable raising of working capital, increase the liquidity in the share, pursue acquisitions or raise or enable capital raising to make acquisitions.
Distribution of shares in the company’s subsidiary
The meeting finally resolved, in accordance with the board’s proposal, that all shares in the wholly-owned subsidiary Targinta AB (publ) shall be distributed to Xintela’s shareholders, whereby one share in Xintela entitles to one share in Targinta AB (publ).
The meeting further resolved, in accordance with the board’s proposal, to authorise the board of directors to determine the record date for the right to receive shares in Targinta AB (publ), however not later than on the day before the annual general meeting 2023. The dividend resolution as well of the board’s resolution on record date shall be conditional upon that the shares in Targinta are admitted for trading on a multilateral trading platform.
