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Cell Impact
Cell Impact: Communiqué from the Annual General Meeting 2022 of Cell Impact AB (publ) (beQuoted)

2022-04-21 15:52

COMMUNIQUÉ FROM THE ANNUAL GENERAL MEETING 2022 OF CELL IMPACT AB (PUBL)

The annual general meeting of Cell Impact AB (Nasdaq First North GM: CI B) was held on April 21, 2022.

Adoption of the profit and loss account and balance sheet as well as profit allocation

The annual general meeting approved the balance sheets and income statements included in the annual report for the financial year 2021 and resolved, in accordance with the proposal of the board of directors and the CEO, that available profits of SEK 410,629,859 should be carried forward.

Board of directors and auditor

The annual general meeting granted the directors of the board and the CEO discharge from liability for the financial year 2021.

The annual general meeting resolved that the board shall consist of six ordinary board members without deputies. The annual general meeting re-elected Robert Sobocki, Thomas Carlström, Anna Frick, Mattias Silfversparre and Mikael Eurenius and elected Lars Bergström as board members for the period until the end of the next annual general meeting. Robert Sobocki was re-elected chairman of the board. The annual general meeting further resolved to re-elect the registered auditing company PricewaterhouseCoopers AB as auditor for the period until the end of the next annual general meeting. The authorized public accountant Gert-Ove Levinsson will be the main responsible auditor.  

Remuneration to the board members and the auditor 

The annual general meeting approved that board fees shall be paid in the unchanged amounts of SEK 300,000 to the chairman and SEK 150,000 to each of the other board members elected by the annual general meeting for the period until the end of the next annual general meeting. Furthermore, the board shall have the right to decide on the unchanged renumeration to a board member of SEK 8,000 per day for consulting work performed that is not covered by customary board work. The annual general meeting resolved that fees to the auditor shall be paid on an ongoing basis in accordance with invoices approved by the company.

Nomination committee 

The annual general meeting re-elected Mattias Klintemar, the chairman of the board and Kjell Östergren as members of the nomination committee for the period until the end of the next annual general meeting. Mattias Klintemar was re-elected as chairman of the nomination committee. Furthermore, the annual general meeting resolved on guidelines for the nomination committee.

Incentive program for senior executives and other co-workers 

The annual general meeting resolved to introduce an incentive program through a directed issue of a maximum of 330,000 warrants to the wholly owned subsidiary Finshyttan Hydropower AB and to approve the subsidiary's transfer of the warrants to the CEO, other senior executives in the company and other co-workers (key personnel). The warrants shall be transferred on market conditions at a price determined on the basis of a calculated market value for the warrants using the Black & Scholes valuation model. Each warrant entitles the holder to subscribe for one share in the company and can be exercised during the period from and including 1 September 2025 up to and including 29 September 2025. The subscription price per share shall correspond to 200 percent of the volume-weighted average price according to Nasdaq First North Growth Markets' official price list for the share during the period of 15 trading days immediately before (but exclusive) the day of allotment and transfer of the warrants from the subsidiary to the participants, although no less than the share's quota value.

Incentive program for the board of directors

The annual general meeting resolved to introduce an incentive program through a directed issue of a maximum of 150,000 warrants to the wholly owned subsidiary Finshyttan Hydropower AB and to approve the subsidiary's transfer of the warrants to the company's board of directors. The warrants shall be transferred on market conditions at a price determined on the basis of a calculated market value for the warrants using the Black & Scholes valuation model. Each warrant entitles the holder to subscribe for one share in the company and can be exercised during the period from and including 1 September 2026 up to and including 29 September 2026. The subscription price per share shall correspond to 200 percent of the volume-weighted average price according to Nasdaq First North Growth Markets' official price list for the share during the period of 15 trading days immediately before (but exclusive) the day of allocation and transfer of the warrants from the subsidiary to the participants, although not less than the share's quota value.

Authorization for the board of directors to decide upon issue of shares, warrants and/or convertibles

The annual general meeting authorized the board to, until the next annual general meeting and within the limits of the articles of association and on one or more occasions and with or without deviation from the shareholders' preferential rights, resolve upon issues of shares, warrants, and/or convertibles, provided that such issues may not entail an increase of the company's share capital by more than 20 percent, calculated on the size of the share capital the first time the authorization is used. Issues may be made against cash payment, issue in kind and/or set-off, or otherwise be combined with conditions. Issues shall be made in order to increase the production capacity and prepare the organization to enable future growth. Should the board of directors resolve on an issue of shares with deviation from the shareholders' preferential rights, the issue of share shall be made at market terms and conditions.

Amendments of the articles of association 

The annual general meeting resolved on amendments of the articles of association regarding adjustment of the limits of the share capital and number of shares, and removal of the class A share.

For more detailed information on the content of the resolutions, please see the notice convening the annual general meeting and the complete proposals, which are available on the company's website www.cellimpact.com.

For more information, please contact:

Pär Teike, CEO, +46 73-024 06 84 or paer.teike@cellimpact.com.  

The following documents can be retrieved from beQuoted
Cell Impact PressRelease EN 20220421.pdf

About Cell Impact

Cell Impact AB (publ) is a global supplier of advanced flow plates to fuel cell manufacturers. The company has developed and patented a unique method for high-velocity forming, Cell Impact Forming, which makes it possible to produce flow plates with more advanced designs, which in turn creates more cost and energy-efficient fuel cells compared to conventional forming methods.

The Cell Impact share is listed on Nasdaq First North Growth Market and FNCA Sweden AB is the company's Certified Advisor (CA). Contact info: +46 8-528 00 399 or info@fnca.se.


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