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Hynion AS — AGM Information 2022
Mar 15, 2022
3628_rns_2022-03-15_49f40762-318c-4d59-992d-facef30fd6cf.pdf
AGM Information
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MINUTES OF THE ANNUAL GENERAL MEETING IN HYNION AS
The Annual General Meeting of Hynion AS was held on March 15, 2022, 13.00 CET. The meeting was held as a digital meeting, with no physical attendance. The Chairman and the Executive Management were present at the meeting.
Agenda
1. Opening of the general meeting
The Chairman of the Board, Lars Amnell, welcomed the meeting.
2. List of attending shareholders and attending by proxy
The Chairman announced that the attending shareholders and proxies received prior to the meeting represented a total of 20 476 005 votings rights, equal to 36,67 % of the capital. The Head of IR, Slavica Djuric, reported that the meeting was convened lawfully and consituted a quorum for transaction of business, as set out in the agenda.
3. Election of chair of the meeting and person to co-sign the minutes with chair of the meeting, as well as the speaker
The Chairman of the Board, Lars Amnell, was appointed as the chairman of the meeting. Ulf Hafseld was appointed to sign the minutes.
4. Approval of the notice and agenda
The notice and the agenda were unanimously approved.
5. Information about the company's development
CEO Ulf Hafseld presented the recent development in the company. The presentation is posted at Hynion´s website.
6. The board's annual report
The report was noted by the general meeting.
7. Approval of the Annual Accounts
The Annual Accounts are distributed to the Company's shareholders, and are also available at the Company's website: https://www.hynion.com
The Annual Accounts for 2021 were unanimously approved.
8. Determination of remuneration of the Chair of the Board
Proposed resolution: The Chair of the Board´s remuneration for 2021 is set to NOK 50,000.
MINUTES OF THE ANNUAL GENERAL MEETING IN HYNION AS
The proposal was unanimously approved.
9. Approval of the auditor´s fee
Proposed resolution: Plus Revisjon AS is re-appointed as the Company´s auditor. The auditor´s fee of NOK 163,625 for 2021 is approved. The amount includes NOK 144,325 for auditor-related services, and NOK 19,300 for other services.
The proposal was unanimously approved.
10. Authorization for the board to approve a capital increase
The Board proposes that the General Meeting grants the Board a renewed authorisation to increase the Company's share capital, so that the Board may increase the share capital without calling for an extraordinary general meeting in situations where this is considered to be in the Company's best interests, including but not limited to private placements or fulfilment of the Company's obligations in accordance with incentive programs. In order to fulfil the purpose of the authorisation it is necessary that the authorisation includes a right for the Board to set aside the shareholders' preferential rights. The Board proposes the following authorisation:
a. The board is authorized to increase the share capital by up to NOK 55,841.
b. The power of attorney can be used several times within the specified framework. Subscription price and other subscription terms are determined by the board within the framework of this authorization.
c. The board authorization shall apply until the next ordinary general meeting, however no later than 30 June 2023.
d. It must be possible to deviate from the shareholders' pre-emptive rights.
e. The board authorization also includes a capital increase against deposits in assets other than cash or the right to incur special obligations for the company pursuant to section 10-2 of the Norwegian Companies Act.
f. The board authorization replaces the board authorization to increase the share capital issued at the general meeting on 15 May 2020.
The proposal was unanimously approved
11. Any Other Business
No business items were reported under this item.
(sign.) (sign.)
Lars Amnell Ulf Hafseld