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Zwipe AS — AGM Information 2020
May 14, 2020
3797_rns_2020-05-14_9b7ae0cb-d426-4ced-8002-cf2e52c70561.html
AGM Information
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Zwipe publishes minutes from Annual General Meeting
Zwipe publishes minutes from Annual General Meeting
OSLO, NORWAY- 14 May 2020 - The Annual General Meeting in Zwipe AS (Company) was
held today. All proposed resolutions were approved unanimously in accordance
with the call for the meeting. The minutes of Annual General Meeting are
included as an attachment. The complete proposal, which was approved by the
Annual General Meeting, is available on www.zwipe.com for further reference. The
attendants of the AGM represented 11,2% of the votes in the company.
The following matters were reviewed and confirmed:
Approval of the annual report and financial statements for 2019:
The board's proposal for the annual report and the financial statements for 2019
for the Company and the group were unanimously approved.
Election of members to the Board of Directors:
The following persons were unanimously elected to comprise the new Board of the
Directors:
· Jörgen Lantto, Chairman of the board
· Dorian Barak
· Johan Biehl
· Dennis Jones
· Diderik Schonheyder
· Pål Eivind Vegard
Remuneration to the members of the Board of Directors and the members of the
Nomination Committee
Remuneration to the Board for the period from the AGM in 2020 until the AGM in
2021 were unanimously approved as follows:
Chairman of the Board: NOK 260.000,-
Members of the Board: NOK 130.000,-
As remuneration, it was unanimously approved that members of the Nomination
committee each receive a total of NOK 40.000 for each year in the term they have
served (two years). Jörgen Lantto is covered by the board member remuneration
and will hence not receive remuneration for his seat on the nomination
committee.
Board authorizations and instructions to the Board regarding use of the
authorization to issue shares to increase the Company's equity
The Board proposed that two new authorizations for the Board on capital
increases are issued, (i) to fulfil the Company's incentive program and (ii) to
cater for strengthening of the Company's equity.
i. Authorization for capital increase to fulfill the Company's
incentive program
The Annual General Meeting resolved that the Board is hereby granted
authorization to increase the share capital of Zwipe AS (the Company), on one or
several occasions, with up to NOK 216 946.70 (2,169,647new shares), equivalent
to 8.5% of the registered share capital at the time of this resolution. The
authorization shall remain in force until the end of the annual general meeting
2021, however not beyond 30 June 2021. The pre-emptive right of the shareholders
to subscribe may be set aside.
ii. Authorization for capital increase to strengthen the Company's
equity (extract, please see the attachment to the notice for the complete
proposal)
The Annual General Meeting resolved that the General Meeting granted a new
authorization to the Board to issue shares corresponding to up to 25% of the
share capital, and the new authorization shall be restricted to issue of shares
to strengthen the Company's equity to the extent the Board considers this to be
in the Company's best interest at the given time.
The authorization may be used to issue shares to strengthen the Company's equity
to the extent the Board considers this to be in the Company's best interest at
the given time. The authorization shall remain in force until the end of the
annual general meeting 2021, however not beyond 30 June 2021. The pre-emptive
right of the shareholders to subscribe may be set aside.
This is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Oslo Børs Merkur
Market and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq
First North is FNCA Sweden AB, [email protected], +46 (0)8528 00 399. The information
was submitted for publication, through the agency of the contact person set out
below, on May 14, 2020 at 23:15 CET
About Zwipe
Zwipe is a technology solution provider that enables battery-less, ultra-low
-power, self-contained biometric authentication solutions. Together with an
ecosystem of partners including global brands within security, financial
services and ID applications, Zwipe is "Making Convenience SecureT" for banks,
merchants and consumers. Using advanced fingerprint recognition while protecting
personal information, Zwipe's solutions address the data theft pitfalls inherent
in traditional authentication methods. Headquartered in Oslo, Norway, Zwipe has
spent the last 10 years developing its unique power harvesting technology
platform in combination with security solutions based on international
infrastructure standards. To learn more, visit www.zwipe.com
Certified Adviser on Nasdaq First North is FNCA Sweden AB, [email protected], +46 (0)
528 00 399
For more information contact: André Løvestam, CEO, +47 991 66 135 [email protected]