Communique from the Annual General Meeting of I.A.R. Systems Group (publ) on 26 April, 2022
Stockholm, Sweden—April 26, 2022— 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 Richard Lind, during which he comments on the company’s operations in the 2021 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 26 April 2022, 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 Nicolas Hassbjer, Michael Ingelög, Fred Wikström and Cecilia Wachtmeister. Sabina Lindén was elected as new Board member. The AGM elected Nicolas Hassbjer as Board Chairman.
It was furthermore resolved that Board fees would be paid in an annual amount of SEK 500,000 to the Board Chairman and SEK 200,000 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.
The AGM resolved to approve the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Swedish Companies Act.
The required majority was not obtained to adopt a performance-based incentive program
As a result of some international investors voting against the Board's proposal, the required majority was
not obtained to adopt a performance-based incentive program.
The Board of Directors was authorized, on one or several occasions during the period until the next AGM,
either applying or disapplying the shareholders’ preemptive rights, to decide on the issue of new shares
and/or convertibles entailing the issue of, or conversion to, a maximum total of 1,552,037 class B shares,
corresponding to a dilution effect of approximately 10.0% of the share capital and about 10,0% of the
number of votes after dilution.
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, 26 April 2022
Board of Directors
I.A.R. Systems Group AB (publ)
IAR Systems Contacts
Josefin Skarin, Investor Relations, IAR Systems Group AB
Richard Lind, CEO, IAR Systems
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 26 2022, at 14:15 CET.
About IAR Systems
IAR Systems supplies future-proof software tools and services for embedded development, enabling companies worldwide to create the products of today and the innovations of tomorrow. Since 1983, IAR Systems’ solutions have ensured quality, reliability and efficiency in the development of over one million embedded applications. The company is headquartered in Uppsala, Sweden and has sales and support offices all over the world. Since 2018, Secure Thingz, a provider of advanced security solutions for embedded systems in the IoT, is part of IAR Systems. IAR Systems Group AB is listed on NASDAQ OMX Stockholm, Mid Cap. Learn more at www.iar.com.