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The Annual General Meeting in Mips AB (publ) (“Mips”) was held in Täby on Tuesday 7 May 2024. The main resolutions adopted were the following.
Adoption of the accounts and discharge from liability
The Annual General Meeting adopted the balance sheets and the income statements for the parent company and the Group. The Annual General Meeting discharged the Board of Directors and the CEO from liability for the financial year 2023.
Dividend
The Annual General Meeting resolved on a dividend of SEK 6.00 per share. The record date for the dividend was decided to be Friday 10 May 2024. The dividend is estimated to be paid out to the shareholders on Wednesday 15 May 2024.
Remuneration report
The Annual General Meeting resolved to approve the Board of Directors’ report regarding remuneration for 2023.
The Board of Directors and fees
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, to re-elect Magnus Welander, Thomas Bräutigam, Maria Hedengren, Anna Hällöv, Jonas Rahmn and Jenny Rosberg as members of the Board of Directors. The Annual General Meeting re-elected Magnus Welander as chairman of the Board.
Furthermore, the Annual General Meeting decided, in accordance with the nomination committee's proposal, that until the end of the next Annual General Meeting, the Board fees shall be paid in the amounts of SEK 700,000 to the chairman of the Board and SEK 315,000 to each of the other Board members elected by the Annual General Meeting. Fees for work in the audit committee shall be paid in the amount of SEK 130,000 to the chairman and SEK 75,000 to the other committee member. Fees for work in the remuneration committee shall be paid in the amount of SEK 50,000 to the chairman and SEK 30,000 to the other committee member.
Auditor
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, to re-elect KPMG AB as auditor until the end of the next Annual General Meeting. KPMG AB has appointed Alexander Tistam as auditor-in-charge.
Guidelines for remuneration to the senior executives
The Annual General Meeting approved, in accordance with the Board’s proposal, the guidelines for remuneration to senior executives.
Authorisation for the Board of Directors to resolve on issuance of shares
The Annual General Meeting resolved that the Board of Directors shall be authorised to resolve to issue new shares on one or several occasions for the period up to the next Annual General Meeting. An issue may be made with or without deviation from the shareholders' preferential rights. Based on the authorisation, the Board of Directors may resolve to issue a number of new shares corresponding to a maximum of ten per cent of the total number of outstanding shares in the company at the time of the Annual General Meeting.
Authorisation for the Board of Directors to resolve on repurchase of own shares
The Annual General Meeting resolved that the Board of Directors shall be authorised to resolve to acquire a maximum number of own shares on one or several occasions for the period until the end of the next Annual General Meeting so that the company holds a maximum of ten per cent of all shares in Mips at any time following the acquisition. Acquisitions shall only be conducted on Nasdaq Stockholm and at a price that is within the price range for the share price prevailing at any time (the so-called spread), i.e. the range between the highest ask price and the lowest bid price. In the event that the acquisitions are effected by a stock broker as assigned by the company, the price of own shares may, however, correspond to the volume weighted average price during the time period within which the shares were acquired, even if the volume weighted average price on the day of delivery to Mips falls outside the price range. Payment for the shares shall be made in cash.
Reduction of the share capital by way of cancellation of repurchased own shares
The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to reduce the company’s share capital by cancellation of repurchased own shares. The company’s share capital shall be reduced by no more than SEK 215.10 by cancellation of no more than 2,151 shares held by Mips in its own custody and previously repurchased by Mips as security for delivery of shares under previous share-based incentive programmes that are no longer outstanding.
Inaugural Board meeting
At an inaugural Board meeting held in connection with the Annual General Meeting, Jenny Rosberg and Maria Hedengren were elected as members of the audit committee with Jenny Rosberg as chairman of the committee. Magnus Welander and Jonas Rahmn were elected members of the remuneration committee with Magnus Welander as chairman of the committee.