(GOTHENBURG, Sweden/SAN FRANCISCO, CA, June 14, 2018 –
The Annual General Meeting (“AGM”) in Heliospectra AB (publ) (OTCQB: HLSPY, FIRSTNORTH: HELIO), was held on 14 June 2018 in United Spaces premises at Östra Hamngatan 16 in Gothenburg. Eric Ehrencrona from MAQS law firm was appointed chairman of the AGM. The following main resolutions were resolved.
Profit and loss account and balance sheet and allocation of loss
The AGM resolved that the profit and loss account and the balance sheet produced to the general meeting be duly adopted.
The AGM resolved to approved the proposal from the board of directors regarding the appropriation of earnings and resolved that the financial year’s loss of SEK 33 434 309, taking into account the unappropriated earnings of SEK 44 797 714, shall be carried over to the new balance sheet.
Discharge of liability
The AGM resolved that the directors of the board and the managing directors be discharged from liability during the financial year of 2017.
Directors of the board
The AGM resolved that the number of directors of the board shall be five and the number of deputy directors to be two. The AGM resolved to reappoint Andreas Gunnarsson, Staffan Hillberg, Anders Ludvigson, Martin Skoglund and to appoint Staffan Gunnarsson as new director. Göran Linder was reappointed as deputy director and Jens Helgesson was appointed as new deputy director. Andreas Gunnarsson was appointed chairman of the board.
The AGM resolved to appoint the registered accounting firm Frejs Revisorer AB to the company’s auditor. Mikael Glimstedt has been appointed by the accounting firm as principal auditor.
Remuneration to the Board of Directors and auditor
The AGM resolved on the following remuneration to the board of directors as from this AGM up until the next annual general meeting: to the chairman of the board the amount of four times the statutory price base amount according to the National Public Insurance Act and two times the statutory price base amount to each of the other directors elected by the annual general meeting who are not employees of the company. A deputy director shall be remunerated by SEK 1,500 per hour.
No additional compensation is payable to directors who perform committee work.
It was resolved that fees be paid to the auditors according to approved invoice.
The AGM’s resolution was made in accordance with the proposal which is available on the company’s website, www.heliospectra.com.
The AGM resolved to appoint a Nomination Committee in accordance with the proposal to the AGM. The proposal is available on the company’s website, www.heliospectra.com. The Nomination Committee shall carry out the tasks described in the Swedish Corporate Governance Code and propose to the AGM the number of directors of the board, the chairman of the general meeting, the chairman of the board of directors, the remuneration to the directors of the board and its chairman, remuneration for committee work, auditor, remuneration to the auditor and the composition of the nomination committee.
Resolution on guidelines for remuneration for executives of the company
The AGM resolved to approve the proposal regarding the guidelines for remuneration for executives of the company.
The proposal from the board of directors is available on the company’s website, www.heliospectra.com.
Resolution to authorize the Board of Directors to issue shares and/or warrants and/or convertibles
The AGM resolved to authorize the board of directors to decide to issue shares and/or warrants, and/or convertibles for payment in cash and/or with terms regarding set-off or issue in kind or otherwise with terms and thereby deviate from the preferential right of the shareholders. Such decision can be made up until the next annual general meeting.
The share issues may be subscribed for at a price on market terms adopted by the board of directors in consultation with the company's financial advisers, taking into consideration any market issue discount where applicable.
The number of shares that could be issued, or the number of shares that could be subscribed for through warrants, or the number of shares that convertibles could be converted into shall amount to a total of 3 901 200 new shares.
The purpose of the authorization and the reasons for any disapplication of the shareholders' pre-emption rights is to make it possible, through the share issues, to finance the company’s operations as well as the commercialization and development of the company's products and markets and/or acquisitions of businesses, companies or parts of companies and/or make possible a diversification of the shareholder base of the company.
The proposal is available on the company’s website, www.heliospectra.com.