Announcement from FRISQ's annual general meeting
The annual general meeting ("AGM") of Frisq Holding AB (publ) ("FRISQ" or the "Company") was held today on 26 February 2021 and the following resolutions were passed by the meeting.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in FRISQ and the consolidated income statement and the consolidated balance sheet.
Allocation of profit
The AGM resolved that no dividend would be paid to the shareholders and that the previously accrued results would be carried forward.
Discharge from liability
The board of directors and the CEO were discharged from liability for the financial year 2020.
Election of the board of directors, auditor and remuneration
The AGM resolved that the board of directors shall comprise of four directors without deputies. The AGM resolved that the number of auditors shall be one registered audit firm.
It was further resolved that the he remuneration is to be SEK 500,000 in total, (SEK 700,000 previous year), and shall be paid to the directors in the following amounts:
- SEK 100,000 (SEK 100,000) for each of the non-employed directors and SEK 200,000 (SEK 200,000) to the chairman.
It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
Lars Björk, Göran Hägglund, Per-Egon Johansson and Mats Lindstrand were re-elected as directors of the board. Mats Lindstrand was also re-elected as chairman of the board.
MAZARS SET Revisionsbyrå AB was re-elected as the Company auditor. MAZARS SET Revisionsbyrå AB has announced that Samuel Bjälkemo will continue to act as main responsible auditor.
Amendments of the Company's Articles of Association
The AGM resolved, in accordance with the board of directors' proposal, to amend the articles of association's limits for share capital from a minimum of SEK 625,000 and a maximum of SEK 2,500,000 to a minimum of SEK 2,000,000 and a maximum of SEK 8,000,000. It was further resolved to amend the articles of association's limits for the number of shares from a minimum of 12,500,000 and a maximum of 50,000,000 to a minimum of 40,000,000 and a maximum of 160,000,000.
Authorization for the board to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board, on one or more occasions, with or without preferential rights for shareholders, to issue in total a maximum of shares, warrants and/or convertibles, with the right to subscribe and convert to ordinary shares, respectively, in the Company, corresponding to not more than 20 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the annual general meeting, to be paid in cash, by set-off or in-kind.
The reason for the authorization and deviation from the shareholders' preferential rights is to enable raising capital for expansion through acquisitions of companies or assets and for the business of the Company as well as to adapt the Company's capital and/or ownership structure. If issuances are carried out with deviation from the shareholders' preferential rights such issue shall be made in accordance with customary market terms.
The AGM resolved, in accordance with the board of directors' proposal, to establish an incentive program through issuance of a maximum of 2,000,000 warrants to senior executives, employees and other key individuals in the Company and the group and FRISQ AB, reg. no 556783-5664, (the "Subsidiary") with subsequent transfer to senior executives, employees and other key individuals in the Company and the group. The Company's share capital may increase by no more than SEK 100,000.
The subsidiary has the right to subscribe for the warrants at no consideration and others entitled to subscribe for warrants have the right to subscribe for the warrants at a premium corresponding to the warrant's market value, which shall be calculated in accordance with the Black Scholes formula.
Each warrant entitle the holder to subscribe for one new share in the Company during the period from and including 1 January 2024 up to and including 31 March 2024.
The subscription price shall be determined at a price corresponding to 200 percent of the average volume weighted price for the Company's share as quoted on Nasdaq First North Growth Market from and including 1 March 2021 up to and including 12 March 2021.
The AGM further resolved, in accordance with the board of directors' proposal, to approve that the Company or the Subsidiary may transfer such number of warrants in the Company, which are not subscribed by existing individuals eligible for subscription, to future senior executives, employees and other key individuals in the Company and the group.
The maximum dilution of the incentive program is estimated to be a maximum of approximately 4.00 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of the incentive program plus the other outstanding incentive programs in the Company (two programs) is estimated to be a maximum of approximately 5.74 percent, assuming full subscription and exercise of all warrants offered and outstanding.
For further details regarding the resolutions set out above refer to the complete proposals, notice and annual accounts available at the Company's website, www.frisqholding.se.
For more information please contact:
Email: [email protected]
Tel: +46 8 120 131 21
FRISQ is a healthtech company based in Sweden that aims to be the leading force in the digitalization of care plans. Its FRISQ Care software solution allows for the sharing of information between caregivers and patients through the same platform. FRISQ has been listed on Nasdaq First North – Stockholm since 2016 under the ticker "FRISQ".
The publication is a translation of the original Swedish text. In the event of inconsistency or discrepancy between the Swedish version and this publication, the Swedish language version shall prevail.
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