CLX Communications AB (publ): Resolutions from the 2018 Annual General Meeting in CLX Communications AB (publ)
Stockholm, Sweden - CLX Communications AB (publ) - XSTO:CLX
CLX Communications held its annual general meeting on Friday, 18 May at 2.00 p.m. in the meeting venue Horn, Lindhagen mat & möten, Lindhagensgatan 126, Stockholm.
Adoption of financial statements, appropriation of the company's profit or loss and discharge from liability
The annual general meeting adopted the presented income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet, and granted discharge from liability of the members of the board of directors, the CEO and the deputy CEO for the financial year 2017. The annual general meeting resolved, in accordance with the proposal of the board of directors, to not pay any dividend for the financial year 2017.
Board of directors and auditor
The annual general meeting resolved that the board of directors shall consist of six members with no deputy members and resolved to re-elect Erik Fröberg, Kjell Arvidsson, Renée Robinson Strömberg, Johan Stuart and Björn Zethraeus. Bridget Cosgrave was elected as new board member. Erik Fröberg was re-elected as chairman of the board of directors. Board member Charlotta Falvin had declined re-election. The annual general meeting re-elected Deloitte AB as auditor.
Remuneration to the board of directors
The annual general meeting resolved on an annual remuneration of SEK 250,000 for each of the board members not employed by the company and of SEK 550,000 to the chairman of the board of directors. Furthermore, it was resolved on an annual remuneration of SEK 40,000 for each of the members of the audit committee and of SEK 80,000 for the chairman of the audit committee. In addition, it was resolved that that remuneration to the auditor is paid in accordance with approved invoices.
If the board of directors decides to establish a remuneration committee, the annual general meeting resolved on an annual remuneration of SEK 20,000 for each of the members of the remuneration committee and of SEK 40,000 for the chairman of the remuneration committee.
Principles for the nomination committee
The annual general meeting resolved on principles for the appointment of the nomination committee in accordance with the nomination committee's proposal, which means that the principles are essentially unchanged compared to the previous year.
Compensation to senior executives
The annual general meeting resolved on guidelines for remuneration to senior executives in accordance with the proposal by the board of directors. The remuneration to the CEO and other senior executives is to reflect CLX's need to recruit and motivate qualified employees through a compensation package that is on a fair and competitive level. Remuneration shall comprise a base salary, short- and long-term variable remuneration (including any share-related incentive programs), pensions, other benefits and severance.
Authorization for the board of directors to issue new shares
The annual general meeting resolved to authorize the board of directors, at one or several occasions, up until the next annual general meeting, to resolve on issues of new shares, and that such issues can be done with deviation from the shareholders' preferential rights. The board of directors is entitled to resolve on share issues causing an increase of the company's share capital of at most 10 percent of the company's registered share capital at the time the board of directors first utilizes the authorization.
The purpose of the authorization and the reason for the possible deviation from the shareholders' preferential rights is to enable capital raisings for the acquisition of companies or parts of companies and for the operations of the company.
Resolution on an incentive programme
The annual general meeting resolved to adopt an additional long term incentive programme for senior executives and key employees within the CLX group ("LTI 2018").
LTI 2018 comprises six (6) series of warrants. Upon exercise of all warrants in LTI 2018 up to 1,500,000 shares, equivalent to approximately two point eight (2.8) per cent of the total number of shares and votes, may be issued. Upon full exercise of the warrants, the Company's share capital will increase with a maximum of SEK 150,000.
For further information please contact
Odd Bolin
Chief Financial Officer
CLX Communications AB (publ.)
Mobiltelefon +46 70 428 3173
E-mail odd.bolin@clxcommunications.com
Thomas Heath
Chief Strategy Officer and Head of Investor Relations
CLX Communications AB (publ)
Mobiltelefon +46-72 245 50 55
E-mail thomas.heath@clxcommunications.com
About CLX Communications
CLX Communications (CLX) is a leading global provider of cloud-based communication services and solutions to enterprises and mobile operators. CLX's mobile communication services enable companies to quickly, securely and cost-effectively communicate globally with customers and connected devices - Internet of Things (IoT). CLX's solutions enable business-critical communications worldwide via mobile messaging services (SMS), voice services and mobile connectivity services for the IoT. CLX has grown profitably since thecompany was founded. The Group is headquartered in Stockholm, Sweden, and has presence in a further 20 countries. CLX Communications' shares are traded at NASDAQ Stockholm - XSTO: CLX. To learn more please visit: www.clxcommunications.com.
Every care has been taken in the translation of this press release. In the event of discrepancies, however, the Swedish original will supersede the English translation. This information was submitted for publication under the auspices of the above contact on 18 May 2018 at 16:30 CEST.