Communique from the Annual General Meeting of I.A.R. Systems Group (publ) on April 27, 2021
Stockholm, Sweden—April 27, 2021— Due to Covid-19 and in an effort to reduce the spread of infection, the Board of Directors decided that the Annual General Meeting (AGM) was to be held without the physical presence of shareholders, proxies or outside parties. Shareholders were able to exercise their voting rights through advance voting (postal voting). A speech by CEO Stefan Skarin, during which he comments on the company’s operations in the 2020 financial year, has been published (in Swedish) on the company’s website, www.iar.com/investerare.
The AGM of I.A.R. Systems Group AB on April 27, 2021, passed the following key resolutions:
In accordance with the Board’s proposal, the AGM resolved that no dividend be paid.
Election of Board members and Board Chairman and determination of Board fees
The AGM re-elected sitting Board members Michael Ingelög, Richard Lind, Kent Sander and Fred Wikström. Nicolas Hassbjer and Cecilia Wachtmeister were elected as new Board members. The AGM elected Nicolas Hassbjer as Board Chairman. It was furthermore resolved that Board fees would be paid in an annual amount of SEK 450,000 to the Board Chairman and SEK 180,000 to each of the other Board members.
Election of auditors
The AGM re-elected the auditing firm Deloitte AB with Authorized Public Accountant Andreas Frountzos as Auditor in Charge. Nominating committee
The AGM resolved to appoint a nominating committee according to the following principles. Not later than September 30, 2021, the Board Chairman is to convene a meeting of the four largest shareholders or known shareholder groups in the company in terms of voting power, which in turn are entitled to appoint at least four members to the nominating committee, one from each of the largest shareholders or shareholder groups in terms of voting power. If any of the four largest shareholders or known shareholder groups waives the right to appoint a member to the nominating committee, the next-largest shareholder or known shareholder group is to be given the opportunity to appoint a member to the nominating committee. In addition, the Chairman of the Board may be co-opted to the nominating committee. The composition of the nominating committee is to be made public not later than six months prior to the 2022 AGM.
Changed principles for remuneration of senior executives
The AGM resolved to approve a change to the guidelines for remuneration to senior executives that were adopted by the 2020 AGM and that the item “Pension and other benefits” should be worded as follows: “The CEO is covered by a pension plan corresponding to the cost of the ITP plan, but with a retirement age of 62, which raises the premium compared with a retirement age of 65. Other employees are covered by a pension plan corresponding to the cost of the ITP plan. Other benefits may include, for example, health insurance, phone benefits, meal benefits and company car and shall be provided to the extent this is considered to be in line with market conditions.”
The AGM resolved to approve the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Swedish Companies Act.
The Board of Directors was authorized, on one or several occasions during the period until the next AGM, to decide on the issue of new shares and/or convertibles entailing the issue of, or conversion to, a maximum total of 1,550,000 class B shares, corresponding to a dilution effect of approximately 10.0% of the share capital and about 9.4% of the number of votes based on the current number of shares in the company.
The Board of Directors was also authorized, on one or several occasions during the period until the next AGM, to decide on the repurchase of a maximum number of class B shares whereby the holding of treasury shares at no time exceeds 10% of all registered shares in the company. The shares are to be acquired on Nasdaq Stockholm at a price that is within the registered price interval at any given time. The motive for the authorization is to give the Board greater freedom of action in optimizing the company’s capital structure. The Board of Directors was furthermore authorized to decide on the sale of the company’s treasury shares in exchange for cash payment, disapplying the shareholders’ preemptive rights, or as payment for the acquisition of a company or operation.Stockholm, April 27, 2021
Board of DirectorsI.A.R. Systems Group AB (publ)
I.A.R. Systems Group AB Contacts
Josefin Skarin, Investor Relations, IAR Systems Group AB
Stefan Skarin, CEO and President, IAR Systems Group AB
This information is published in accordance with Chapter 4, Section 9 of the Swedish Financial Instruments Trading Act (SFS 1991:980). This information was submitted for publication on April 27 2021, at 16:00 CET.