Annual General Meeting 2019

On 4 June 2019 the annual general meeting of NAXS AB (publ) resolved in accordance with the following

Adoption of the annual accounts, distribution of profit, etc.

• The annual general meeting adopted the income statements and balance sheets for the parent company and the group for the year 2018, and resolved that SEK 2.78 per share shall be allocated as dividends to the shareholders and that the remaining unrestricted equity shall be carried forward.

• The annual general meeting resolved to discharge the board members and the managing director from liability.

Board of directors and auditors etc.

• The annual general meeting resolved, in accordance with the nomination committee’s proposal, that the number of board members shall be four (4) with no deputy board members and that the board shall be composed as follows: Tony Gardner-Hillman (re-election), Andrew Wignall (re-election), John Chapman (re- election) and Damhnait Ni Chinneide (re-election). John Chapman was re-elected as chairman of the board.

• It was further resolved, in accordance with the nomination committee’s proposal, that the compensation to the chairman of the board of directors shall amount to SEK 258,750. The compensation to each other board member who is not employed by the company shall amount to SEK 165,000. The auditor fees shall be paid in accordance with an approved invoice.

• The annual general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect Ernst & Young AB as auditor, with Jesper Nilsson as auditor in charge, for the period until the end of the next annual general meeting.

Nomination committee

• The annual general meeting resolved, in accordance with the nomination committee’s proposal, to adopt principles for the appointment of the nomination committee, to apply until a general meeting resolves otherwise. The annual general meeting further resolved, in accordance with the nomination committee’s proposal, to elect Meg Eisner (representing QVT Financial LP), Amaury de Poret (representing himself) and John Chapman (chairman of the board of directors) as members of the nomination committee. Meg Eisner was elected as chairman of the nomination committee.

Guidelines for remuneration to senior managers

• The annual general meeting resolved, in accordance with the board of directors’ proposal, to adopt remuneration guidelines for the senior management.

Authorisation to acquire the company’s own shares

• The annual general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors to acquire the company’s own shares.

Reduction of the share capital by cancellation of own shares and bonus issue

• The annual general meeting resolved, in accordance with the board of directors’ proposal, to reduce the share capital with SEK 18,988.35 by cancellation of acquired own shares that the company held on the day of the notice to the annual general meeting and resolved on a bonus issue of SEK 18,988.35 without the issuance of new shares.

Contact information:
Lennart Svantesson, CEO Telephone: +46 73 311 00 11