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Bulletin from the Annual General Meeting
TargetEveryone´s Annual General Meeting was held on May 15, 2019 at the company's premises, Kungsgatan 60 in Stockholm.
Income statement and balance sheet
The Annual General Meeting approved the income statement and balance sheet for the Parent Company and the Consolidated Income Statement and Consolidated Balance Sheet for the fiscal year of 2018.
The Annual General Meeting decided that no dividend would be paid for the fiscal year of 2018 and that the loss of the year, together with the accumulated loss, would be transferred as stated in the management report.
The Annual General Meeting claimed no responsibility for the Board Members and the Managing Directors for the fiscal year of 2018. The Annual General Meeting re-elected Fredric Forsman and Erik Fagerlid. Matt Harris had asked to resign from the Board. As new Board member, Hosni Teque-Omeirat was elected. Fredric Forsman was re-elected as Chairman of the Board.
The Annual General Meeting elected the registered audit firm Öhrlings PricewaterhouseCoopers AB, with the Authorized Public Accountant Henrik Boman as Chief Accountant.
Board and audit remuneration
The Annual General Meeting decided to remunerate SEK 150 000 to the Board Chairman and SEK 75 000 to each of the other Board Members. Auditors' remuneration shall be paid in accordance with accepted invoices within the agreed terms.
The Annual General Meeting approved the proposed decisions on guidelines for the appointment of the Nomination Committee.
Changes in Articles of Association
The Meeting resolved to amend the Articles of Association regarding the limits of the share capital shall be at least SEK 50 000 000 and a maximum of SEK 200 000 000 and the limits for the Company the number of shares shall be at least 70 000 000 and not more than 280 000 000.
Right issue and changes of share capital
In accordance with the Boards proposal and as previously announced, The Annual General meeting resolved to the issue a maximum of 108 376 814 shares at a subscription price of SEK 0.4.
Reduction of share capital
In accordance with the Board's proposal, the Meeting resolved to reduce the share capital by SEK 89 701 451 (the reduction amount), from SEK 108 376 814 to SEK 54 188 407 through coverage of loss and additional SEK 32 513 044 to unrestricted equity. The reduction takes place without withdrawal of shares. After the reduction of the share capital, the quota value for the Company's shares will be SEK 0.4 per share.
Warrants to management and key employees
The meeting decided on the issue of up to 12 000 000 warrants. The right to subscribe for the warrants shall, with deviation from shareholders’ preferential rights, be given to employees and other key persons. The program shall include a maximum of 16 people. Each warrant will entitle the holder to subscribe for one (1) share in the company at an issue price of SEK 1.5 per share between the period of December 31, 2019 to December 31, 2020. Upon full exercise of the warrants, up to 12 000 000 shares (subject to any recalculation), equivalent to about ten percent of the total number of outstanding shares and voting rights, will be issued. If fully subscribed, the company's share capital will increase by SEK 4 800 000.
Warrants to the Board
The meeting decided on the issue of up to 3 000 000 warrants. The right to subscribe for the warrants shall, with deviation from shareholders’ preferential rights, be given to Chairman of the Board and the Board members, whereas the Chairman of the Board are entitled to 1 500 000 shares and the Board members are entitled to 750 000 each. The program shall include a maximum of 3 people. Each warrant will entitle the holder to subscribe for one (1) share in the company at an issue price of SEK 1.5 per share between the period of December 31, 2019 to December 31, 2020. Upon full exercise of the warrants, up to 3 000 000 shares (subject to any recalculation), equivalent to about ten percent of the total number of outstanding shares and voting rights, will be issued. If fully subscribed, the company's share capital will increase by SEK 1 200 000.
The Annual General Meeting approved the Board's proposal to authorize the Board of Directors to, on one or more occasions, with or without preferential rights for the shareholders, to approve a new issue new shares, issue of warrants and/or convertibles against cash payment and/or provisions on apportion or offset. Decisions based on the authorization mean that the number of shares can only increase by a maximum of 12 000 000 shares, which corresponds to a dilution of capital and the votes amounting to 6.8 percent at full utilization.
Stockholm May 15, 2019
For further information contact:
+47 977 00 338
Mangold Fondkommission AB (556585-1267)
Box 55 691 102 15 Stockholm
Telefon: +46 8 503 015 50