This news feature refers to the press release published on 2022-05-23 at 19.00, which can be read in its entirety on Nordic Asia's Investor Relations page below Press & Nyheter.
The annual general meeting of Nordic Asia Investment Group 1987 AB ("Nordic Asia" or "the company"), org. no. 559226–8352 took place on 23 May 2022 at the company's office. The annual general meeting decided on all proposed matters in accordance with the previously published proposals of the board and the major shareholders. Below is a summary of the main decisions that were made. All decisions were taken with the required majority of the meeting.
Determination of annual accounts and discharge from liability
The meeting decided to determine the income statement and balance sheet for the financial year 2021. The meeting also decided on the discharge of liability for the board members and the CEO for the financial year 2021.
Disposition of results
The meeting decided, in accordance with the board's proposal, on a dividend of SEK 0.08 per ordinary share (share class A and B), corresponding to a total of SEK 2,955,198, and that the remaining amount be balanced in a new calculation. The dividend amount corresponds to the portfolio companies' expected dividends in 2022. The record date for the dividend was decided on May 25, 2022, and the dividend is expected to be paid on May 31, 2022.
Board and auditor
The meeting decided in accordance with the major shareholders' proposal on:
- That re-election takes place of Gabriella Krook Eriksson, Jonas Olavi, Johan Roslund (new chairman) and Yining Wang as board members,
- That the board fee for the year 2022 should amount to SEK 75,000 for each board member (with the exception of the CEO) and SEK 135,000 for the chairman of the board,
- That Grant Thornton be re-elected as auditor, with the authorized auditor Nilla Rocknö as principal auditor,
- That the auditor's fee must be paid according to an approved invoice.
Amendment of Articles of Association
The meeting decided to amend the articles of association in accordance with the board's proposal to:
- That the range for the share capital be increased from SEK 1,350,000 – SEK 5,400,000 to SEK 3,000,000 – SEK 12,000,000,
- That the range for the number of shares be increased from 13,500,000 – 54,000,000 shares to 30,000,000 – 120,000,000 shares,
- That the redemption clause in the articles of association be supplemented so that it is stated that when shares are redeemed, an amount corresponding to the reduction of the share capital must be allocated to the reserve fund.
The reason for the increase in the interval for the share capital and the number of shares is to increase the space for possible future new issues. The reason for the addition regarding allocation to the reserve fund when shares are redeemed is that the redemption of shares can then be carried out without a general meeting resolution regarding allocation to the reserve fund.
Authorization for the board to decide on new issue
The meeting decided to authorize the board to, on one or more occasions during the period until the next annual general meeting, with or without deviating from the shareholders' pre-emptive rights and with the possibility to decide on a provision for in kind or that shares should be subscribed with a right of set-off or otherwise with conditions referred to in chapter 13 section 5 first paragraph 6 of the Swedish Companies Act, decide on a new issue of no more than the number of shares permitted by the articles of association. Furthermore, the meeting authorized the managing director, or the person appointed by the managing director, to make the adjustments to the decision that may prove necessary in connection with the registration of the decision at the Swedish Companies Registration Office.
The reason for any deviation from the shareholders' preferential right must be to be able to broaden the ownership circle, acquire or enable the acquisition of working capital and grow the company's managed capital. Issuances supported by the authorization must take place on market terms.
Allocation to reserve fund
The meeting decided in accordance with the board's proposal to allocate to the reserve fund an amount corresponding to the reduction of the share capital that a redemption of shares in accordance with the redemption clause (§ 11 of the articles of association) requires, but no more than SEK 500,000. Furthermore, the meeting authorized the managing director, or the person appointed by the managing director, to make the adjustments to the decision that may prove necessary in connection with registration of the decision at the Swedish Companies Registration Office.
The press release is attached to the press release and can also be downloaded from the company's website, https://nordicasiagroup.com/investerarrelationer/press-nyheter.
For further information, refer to the press release published on the Company's website Investor Relations-sida.