Humble Group AB (publ) ("the Company") held its Annual General Meeting on May 5, 2022 in Stockholm. The Annual General Meeting was held by postal voting in accordance with the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The following resolutions were adopted at the AGM:
Adoption of the income statement and balance sheet and resolution on the appropriation of the Company's profit and discharge from liability
The Annual General Meeting adopted the Company's income statement and balance sheet for the financial year 2021. Furthermore, the Annual General Meeting resolved on the appropriation of the Company's result in accordance with the Board of Directors' proposal, which means that no dividend is paid for the financial year 2021 and that the Company's accumulated loss is appropriated in such a way that SEK 50,417,583 is set off against the share premium reserve and that the remaining SEK 2,929,971,021 is carried forward.
The members of the Board of Directors and the Managing Director were discharged from liability in respect of the administration during the financial year 2021.
Determination of fees for the Board of Directors and auditors
The Annual General Meeting resolved as follows in accordance with the Nomination Committee's proposal:
- Board fees for the period until the end of the next Annual General Meeting shall be paid in the amount of SEK 400,000 to the Chairman of the Board and SEK 200,000 to the other Board members elected by the AGM,
- fees to members of the Board's M&A Committee shall be paid in the amount of SEK 125,000 to the Chairman of the Committee and SEK 100,000 to the other members,
- fees to members of the Board's Audit Committee (including the Chairman) shall amount to SEK 45,000,
- fees to members of the Remuneration Committee of the Board of Directors (including the Chairman) shall amount to SEK 20,000, and
- the auditor's fees shall be paid in accordance with the invoice approved by the Company.
Election of Board members, Chairman of the Board and auditors
The AGM resolved in accordance with the Nomination Committee's proposal that the Board shall consist of five Board members with no deputies and that the Company shall have one registered auditing firm. The AGM resolved to re-elect Peter Werme, Dajana Mirborn, Henrik Patek, Hans Skruvfors and Björn Widegren as Board members for the period until the end of the next AGM. Peter Werme was re-elected as Chairman of the Board for the period until the end of the next AGM.
The auditing firm BDO Mälardalen AB was re-elected as the Company's auditor. Carl-Johan Kjellman will be the auditor in charge.
Decision on principles for the appointment of the nomination committee
The AGM resolved in accordance with the Nomination Committee's proposal to approve the proposed principles for the appointment of the Nomination Committee.
Resolution on authorization for the Board to issue shares
The Annual General Meeting resolved in accordance with the Board of Directors' proposal to authorize the Board of Directors, on one or more occasions during the period until the next Annual General Meeting, to decide on issues of shares, convertible bonds and/or warrants against cash payment, with provision for non-cash payment or set-off or otherwise with conditions, and to be able to deviate from the shareholders' preferential rights. To the extent that an issue is made with deviation from the shareholders' preferential rights, the issue shall be made on market terms, subject to a market-based issue discount where applicable.
Resolution to implement an incentive program through a directed issue of warrants to the participants
The annual general meeting resolved in accordance with the board of directors' proposal to implement an incentive program under which the Company offers existing and future senior executives and key employees within the Humble group to acquire up to a total of 2,400,000 warrants in the Company.
Upon full subscription with the support of all new warrants, 2,400,000 new shares may be issued, which corresponds to a dilution of approximately 0.836 percent of the total number of shares and votes in the Company as of today's date, provided that no recalculation of the number of shares that each warrant entitles to subscribe for is made in accordance with the complete terms and conditions of the warrants.
Complete proposals
Proposals for resolutions are available on the Company's website https://humblegroup.com/. Minutes from the Annual General Meeting will be made available on the Company's website no later than May 19, 2022.
For further information, please contact:
Simon Petrén, CEO, Humble Group AB (publ)
Phone: +46 70 999 94 55
E-mail: simon.petren@humblegroup.com
The information in this press release was published through the agency of the contact person set out above, at the time stated by Humble's news distributor Cision at the publication of this press release.
About Humble Group
Humble Group is a Swedish foodtech and FMCG group delivering the next generation of consumer products that are good for people and the planet. Humble focuses on the foodtech, eco, sustainability and vegan segments. The companies are growing through organic growth, acquisitions and leveraging synergies in the different business units: brands, distribution, manufacturing and ingredients. Humble's technologies, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve taste and texture for the next generation of sugar-reduced, sustainable and vegan products. For more information, please visit www.humblegroup.com.
Humble Group is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE. FNCA Sweden AB is Humble Group's certified adviser. Tel: 08-528 00 399 E-mail: info@fnca.se
