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Land | Sverige |
---|---|
Lista | Small Cap Stockholm |
Sektor | Informationsteknik |
Industri | Programvara |
At the Annual General Meeting of Micro Systemation AB (publ) ("MSAB") on 14 May 2025, the following decisions were made.
Income statements and balance sheets
The Annual General Meeting adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2024.
Dividend
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, on an ordinary dividend of SEK 1.50 per share, to be paid through two partial payments. A first payment of SEK 1.00 per share with the record date Friday 16 May 2025, and a second payment of SEK 0.50 per share with the record date Friday 14 November 2025. Assuming these dates will be the record dates, Euroclear Sweden AB is expected to disburse SEK 1.00 per share on Wednesday 21 May 2025, and SEK 0.50 per share on Wednesday 19 November 2025.
The Annual General Meeting also resolved that the new shares that may be issued with the support of the Annual General Meeting's authorisation shall entitle to dividends from the date they have been entered in the share register kept by Euroclear.
Remuneration report
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to approve the remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Discharge from liability
The Annual General Meeting resolved to discharge the members of the Board of Directors and the CEOs that have been operative during the financial year 2024 from liability for the administration of the company during the financial year 2024.
Amendment of the articles of association
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to amend the company's articles of association in order to enable the appointment of additional Board members.
Election of the Board of Directors
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, that the Board of Directors shall be composed of seven ordinary members with no deputy members.
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, to re-elect the Board members Jesper Kärrbrink, Fredrik Nilsson, Andreas Hedskog, and Helena Holmgren, and to elect Patrik Fältström, Christian Hellman and Erik Ivarsson as Board members for the time until the end of the next Annual General Meeting. Jesper Kärrbrink was re-elected, in accordance with the nomination committee's proposal, as Chairman of the Board of Directors for the time until the end of the next Annual General Meeting.
Election of auditor
The Annual General Meeting re-elected, in accordance with the nomination committee's proposal, the auditing firm KPMG AB as auditor with Mattias Lötborn as the responsible auditor for the time until the end of the next Annual General Meeting.
Board of Directors' and auditors' fees
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, that fees to the Board of Directors shall amount to a total of SEK 2,110,000 to be distributed with SEK 550,000 to the Chairman of the Board of Directors and SEK 260,000 to each of the other Board members.
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, that fees to the auditor shall be paid in accordance with an approved invoice.
Implementation of a long-term incentive program (LTIP 2025)
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to implement a long-term incentive program ("LTIP 2025") for members of the management and other key persons in the group, a maximum of 12 employees. The main purpose of LTIP 2025 is to encourage personal long-term ownership in MSAB and to create incentives for increased motivation and performance of the participants. The Board of Directors intends to annually propose an incentive program with a corresponding structure.
The program, which involves a requirement for personal investment, consists of performance shares and may include up to a maximum of 248,000 shares of series B in MSAB, equivalent to approximately 1.29 percent of the share capital and 0.88 percent of the votes in MSAB, before any adjustments. Allocation of performance shares is divided into two separate programs, running in parallel, each with different performance conditions, meaning that one program may result in allotment but not the other. Program (a) and program (b) are weighted 50/50. The performance condition for program (a) is an average annual total shareholder return of the MSAB share of series B exceeding 15 percent during the term of the program. If the performance condition is not met, no allotment of performance shares will be made. The performance condition for program (b) is an average annual EPS Growth per series B share in MSAB during the period 1 January 2025 until 31 December 2027. For minimum allotment of a performance share, the average EPS Growth shall amount to at least 5 percent, increasing linearly to full allotment at an average EPS growth of 15 percent.
The Annual General Meeting resolved to approve the transfer, free of charge, shares of series B that MSAB already holds, to the participants as performance shares.
Full terms and conditions can be found on MSAB's website https://www.msab.com/.
Authorization to resolve on issue of new shares
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors to, within the framework of the current Articles of Association, during the period up until the next Annual General Meeting, on one or more occasions, decide on an issue of new shares with or without deviation from the shareholders' preferential rights. The total number of shares issued through new issues according to the authorization may correspond to a total of no more than 10 percent of the number of shares in the company, based on the total number of shares in the company at the time of the 2025 Annual General Meeting.
Authorization to resolve on acquisition and transfer of the company's own shares
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors to, on one or more occasions, during the period up until the next Annual General Meeting, resolve upon acquisition and transfer of Series B shares in the company. Acquisition of shares in the company may only take place through trading on Nasdaq Stockholm, or through an offer of acquisition for cash renumeration to all the company's shareholders and may only be made by a maximum of so many shares that, at any given time, the company's own holdings does not exceed 10 percent of all shares in the company.
Transfer of shares according to the authorization may be of all own shares held by the company at the time of the Board of Directors' resolution, and transfer of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm. Transfer of shares may also take place outside Nasdaq Stockholm in conjunction with company acquisitions, with or without deviation from the shareholders' preferential rights and with or without provisions regarding contribution in-kind or set-off rights. The price for such a transfer may be in cash or value of property obtained that corresponds to the stock market price at the time of the transfer of the shares transferred, with the deviation deemed appropriate by the Board of Directors.
Principles for the appointment of a nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, to adopt principles for the appointment of a nomination committee and instructions to the nomination committee.
For more information, please contact:
Peter Gille, CEO MSAB, peter.gille@msab.com
Tony Forsgren, CFO MSAB, tony.forsgren@msab.com
About MSAB:
MSAB is a world leader in forensic technology for extracting and analyzing data in seized mobile devices. The company develops high-quality and easy-to-use software for law enforcement organizations, such as police, defense, and customs. The products, which have become a de facto standard for securing evidence in criminal investigations, can be supplemented with reporting tools and a large range of training with certifications within a holistic method for forensic science. The company serves customers in more than 100 countries worldwide, through its own sales offices and through distributors. MSAB is listed on Nasdaq Stockholm under the ticker name: MSAB B. www.msab.com
The information was submitted for publication, through the agency of the contact persons set out above, on 14 May 2025, 9:00 p.m. CEST.