Announcement from Jetpak Top Holding AB’s (publ) annual general meeting
The annual general meeting (the “AGM”) of Jetpak Top Holding AB (“Jetpak” or the “Company”) was held today on 11 June 2024 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 Jetpak and the consolidated income statement and the consolidated balance sheet.
Allocation of profit
The AGM resolved to allocate the result in accordance with the proposal of the board of directors in the annual report, meaning that all available funds are carried forward.
Discharge from liability
The directors of the board and the CEO were discharged from liability for the financial year 2023.
Election of the board of directors, auditor and remuneration
The AGM resolved, in accordance with the nomination committee’s proposal, that the board of directors shall comprise four directors elected by the general meeting and that the number of auditors shall be one registered audit firm.
It was resolved, in accordance with the nomination committee’s proposal, that the remuneration is to be SEK 1,600,000 in total, excluding remuneration for committee work (SEK 1,505,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:
· SEK 300,000 (SEK 285,000) for each of the non-employee directors and SEK 700,000 (SEK 650,000) to the chairman provided that the chair is not an employee;
· SEK 50,000 (SEK 40,000) for each of the non-employed members of the remuneration committee and SEK 90,000 (SEK 80,000) to the chairman of the committee who is not also an employee; and
· SEK 100,000 (SEK 75,000) for each of the non-employed members of the audit committee and SEK 180,000 (SEK 150,000) to the chairman of the committee who is not also an employee.
It was further resolved, in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoices.
John Dueholm, Christian Høy and Lone Møller Olsen were re-elected as directors of the board, as well as new election of Isabel Hummel, in accordance with the nomination committee’s proposal. John Dueholm was re-elected as chairman of the board. The Company also have two employee representatives in the board, Tiina Camilla Grönroos and Morten Werme, who are not appointed by the general meeting.
It was further resolved, in accordance with the to elect the registered audit firm Öhrlings PricewaterhouseCoopers AB as new auditor for a period up until the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has announced Victor Lindhall as main responsible auditor.
Principles for the nomination committee
The AGM resolved, in accordance with the nomination committees’ proposal, to adopt principles for the nomination committee. The principles are unchanged from the last year.
Authorization for the board to resolve on issuances
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 10 percent of the share capital of the Company after dilution 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 purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company or in connection with acquisitions.
Issuances of new shares, warrants or convertibles under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the share’s quota value.
Decision to implement a cash-based incentive program
The AGM resolved, in accordance with the board of directors’ proposal to implement a cash-based incentive program (Long Term Incentive Program, “LTIP 2024/2026”).
The term of the incentive program shall be the period 2024-2026 and shall be based on the Company’s EBITA and cash flow from operating activities.
The maximum number of participants in the program is 15 persons and the amounts in scope is up to MSEK 7.5 per individual (different cap levels for different executives). The maximum payment before tax is MSEK 35 for all participants. Payment shall be made during the first quarter in 2027, based on approved and audited 2026 figures.
The maximum cost of the program for the Company is MSEK 48, including social security contributions, pension fees and special payroll tax, which may vary depending on the participants domicile for tax purposes.
For further details regarding the resolutions set out above refer to the complete proposal in the notice, the nomination committee’s proposals, the boards of directors’ proposals and the annual report for 2023 available at the Company’s website, www.jetpakgroup.com
Statutory meeting
At a statutory meeting held in direct connection to the AGM, John Dueholm and Christian Høy were elected as members of the remuneration committee with John Dueholm as chairman of the committee.Lone Møller Olsen and John Dueholm were elected as members of the audit committee with Lone Møller Olsen as chairman of the committee.
For more information, please contact
Håkan Mattisson, CFO
Phone: +46 8 5558 52 20
e-mail: ir@jetpak.se
The Company’s Certified Adviser
FNCA Sweden AB
About Jetpak
Jetpak is a logistic group represented in more than 170 locations around the Nordic region and in Europe. Jetpak has a unique and flexible customer offering based on having access to normally approximately 4,000 daily flight departures, in combination with a comprehensive distribution network with more than 950 delivery vehicles. This is something that makes it possible for Jetpak to deliver the fastest and most comprehensive 24/7/365 same-day logistic service to the market.
This can be further supplemented by a unique customized next-day service for systemized transports.
Segment wise, Jetpak has its business divided into one Express Air segment, where the customers’ fast logistic needs have been solved by an air-based solution, and into one Express Road segment, where the customers’ logistic needs have been solved by a land-based courier transport solution.
The group’s parent company, Jetpak Top Holding AB (publ), is since 5 December 2018 listed on Nasdaq First North Premier Growth Market in Stockholm, Sweden.
The Jetpak share is traded under the short name JETPAK and with the ISIN code SE0012012508.
Please visit: https://jetpakgroup.com
