Recently, the Safeture Annual General Meeting (AGM) took place and covered a number of important topics for the security specialists.

Adoption of profit and loss account and balance sheet and discharge from liability

The AGM resolved to adopt the profit and loss account and the balance sheet for the financial year 2024. The members of the Board of Directors and the CEO were discharged from liability for the financial year 2024.

Allocation of profit or loss

The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2024 and that the results of the Company shall be carried forward.

Board of Directors and auditor

The AGM resolved, in accordance with the Nomination Committee’s proposal, on re-election of Flemming Breinholt, Sofia Kinberg, Pontus Kristiansson, Christian Lindgren, Johannes Boson and Thomas Wandahl as Board members.

Flemming Breinholt was re-elected as the Chairman of the Board of Directors. The AGM re-elected the audit firm Ernst & Young Aktiebolag as auditor. 

The AGM further resolved on remuneration to the Board of Directors in accordance with the Nomination Committee’s proposal. The AGM furthermore resolved in accordance with the Nomination Committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoice.

Resolution on repurchase and set-off offer regarding warrants

The Annual General Meeting of Safeture resolved at the Annual General Meeting held on 19 May 2022 to establish an incentive program for Board members consisting of warrants of series 2022/2025 TO 1 and an incentive program for executives and other employees of the Company consisting of warrants of series 2022/2025 TO 2 (warrants of series 2022/2025 TO 1 and 2022/2025 TO 2 are hereinafter referred to as the “Warrants”).

Each Warrant entitles the Warrant holder to subscribe for one (1) new share in the Company at a subscription price of SEK 4.88 per share during the exercise period for the Warrants, which runs from and including 2 June 2025 up to and including 13 June 2025.

The Warrants entitle to subscription of a total of 706,000 shares in the Company corresponding to a dilution of the existing number of shares and share capital of approximately 1.77 percent.

The AGM resolved that the Company shall make an offer to the holders of the Warrants to transfer all of the Warrants to Safeture at a price corresponding to the market value of the transferred Warrants, and where consideration for the Warrants shall be paid in the form of newly issued shares in Safeture.

No more than 300,000 shares can thereby be issued, whereby the share capital may be increased with not more than SEK 24,000. The subscription price shall correspond to the market value of the share, based on the closing price of Safeture’s share on Nasdaq First North Growth Market on 2 June 2025, which is the last day of the acceptance period for the repurchase offer directed to the Warrant holders. The reason for the deviation from the shareholders’ pre-emptive rights is to enable the repurchase of the Warrants.  

Resolution on issue authorisation

The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, on one or several occasions during the period up to the next AGM, resolve on new issue of shares, with or without deviation from the shareholders’ pre-emption rights and with or without conditions on non-cash, set-off or other conditions.

The reason for deviating from the shareholders’ pre-emption rights is to enable the Company to raise working capital, to carry out company acquisitions or acquisitions of operating assets and to enable issue to industrial partners within the framework of collaborations and alliances.

The number of shares that can be issued with the support of authorisation shall be limited in such a way that the number of shares after a fully subscribed new issue does not increase by more than 20 percent of the shares outstanding at the time of this notice for the AGM.

To the extent that a new issue takes place with deviation from the shareholders’ pre-emption rights, the new issue shall take place on market terms.

Incentive program for Board members

The AGM resolved, in accordance with the Nomination Committee’s proposal, to adopt an incentive program consisting of warrants for the Board members Sofia Kinberg, Pontus Kristiansson, Johannes Boson and Thomas Wandahl.

In short, the incentive program includes an issue of not more than 160,000 warrants. Each warrant entitles the holder to subscribe for shares in the Company during the time period from and including 29 May 2028 up to and including 9 June 2028.

Incentive program for management and other employees

The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt an incentive program consisting of warrants for management and other employees in the Company. In short, the incentive program includes an issue of not more than 700,000 warrants.

Each warrant entitles the holder to subscribe for shares in the Company during the time period from and including 29 May 2028 up to and including 9 June 2028.

For additional information, visit here.

To read more Safeture news, click here.