Announcement from Jetpak Top Holding AB (publ)’s annual general meeting June 4, 2021
The annual general meeting (the “AGM”) of Jetpak Top Holding AB (“Jetpak” or the “Company”) was held today on 4 June 2021 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 that no dividend would be paid to the shareholders and that the previously accrued results would be carried forward.
Discharge from liability
The directors of the board and the CEO were discharged from liability for the financial year 2020.
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 and no deputy directors. The AGM resolved that the number of auditors shall be one registered audit firm.
It was further resolved that the remuneration is to be SEK 1,595,000 in total, including remuneration for committee work (SEK 1,595,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:
· SEK 250,000 (SEK 250,000) for each of the non-employed directors and SEK 500,000 (SEK 500,000) to the chairman provided that the chair is not an employee;
· SEK 40,000 (SEK 40,000) for each of the non-employed members of the remuneration committee and SEK 80,000 (SEK 80,000) to the chairman of the committee who is not also an employee; and
· SEK 75,000 (SEK 75,000) for each of the non-employed members of the audit committee and SEK 150,000 (SEK 150,000) to the chairman of the committee who is not also an employee.
It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
John Dueholm, Shaun Heelan, Christian Høy and Lone Møller Olsen were re-elected as directors of the board. John Dueholm was re-elected as chairman of the board. The company also have to employee representatives in the board, Bjarne Warmboe and Morten Werme, who are not appointed by the general meeting.
Deloitte was elected as the Company auditor. Deloitte AB has announced that Alexandros Kouvatsos will continue to act as main responsible auditor.
Principles for appointment of the nomination committee
The AGM resolved, in accordance with the nomination committees’ proposal, to adopt the principles for the nomination committee included in the notice.
Guidelines regarding remuneration to senior executives
The annual general meeting resolved, in accordance with the board of directors’ proposal, to adopt the guidelines regarding remuneration to senior executives included in the notice.
Authorization for the board to issue shares, convertibles and/or warrants
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.
Resolution regarding cash-based incentive program
The AGM resolved, in accordance with the board of directors’ proposal, to implement a cash-based incentive program which shall cover the period 2021-2023 and will be based on the Company’s externally communicated and verified long term business targets, which are:
· 12 percent of adjusted EBITA margin;
· 5 percent annual organic growth (over a business cycle); and
· dividend that exceeds 50% of profit for the period.
Payment under the incentive program is expected to take place during Q1 2024 and shall be based on audited full-year figures for the financial year 2023. There interim or part payments from the program during its three year period. Payment can be made up to SEK 7,500,000 per individual (cap levels for different management persons). Up to ten people can be included in the incentive program. No other long-term incentive programs will be launched before 2024. The incentive program will be open to new entrants until June 2022.
The maximum cost for the program is estimated at MSEK 32. The amount is stated before the individuals’ tax levels but excluding social security contributions and pension costs (up to and including 50 percent of the program’s cost). Amount is pre-tax levels for the individuals, but excluding social charges and pension fees (up to 50 percent on top of the program). Including social charges the max total cost for the program over three years is estimated to MSEK 48 (calculated with 50 percent add on charges, a level which varies between countries in scope; Sweden, Norway, Denmark & Finland)
Resolution regarding amendments of the articles of association
The AGM resolved not to amend the Company’s articles of association.
For further details regarding the resolutions set out above refer to the complete proposal in the notice, nomination committee’s proposals and the annual report for 2020 available at the Company’s website, www.jetpakgroup.com.
At a statutory meeting held in connection with 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 (0) 8-555 85 220
FNCA Sweden AB
telefon: +46 8 528 003 99
Jetpak is the simplest and fastest option for prioritized door-to-door deliveries.
We offer solutions for both spontaneous transport needs and customized logistics.
Jetpak is represented in more than 170 locations around the Nordic region and in Europe.
Jetpak Top Holding’s shares are listed on the Nasdaq First North Premier Growth Market and traded with the ISIN code SE0012012508 under the short name JETPAK.