The annual general meeting of shareholders of Upsales Technology was held today on 25 April 2024. The annual general meeting adopted, inter alia, the following resolutions.

Balance sheets and income statements
The annual general meeting adopted the company’s balance sheet and income statement and consolidated income statement and consolidated balance sheet for the financial year 2023.

Disposition regarding the company’s results
The annual general meeting resolved, pursuant to the proposal of the board, that the company shall pay a dividend of SEK 1.50 per share, that the record date for the payment of dividend shall be 29 April 2024, and that the company’s results otherwise be carried forward. The dividend is expected to be paid on 3 May 2024.

Discharge from liability
The annual general meeting discharged the board members and the managing director from liability for the financial year 2023. No shareholder voted against the discharge from liability of the board members and the managing director.

Election of board members and auditor
The annual general meeting resolved that the board of directors shall consist of five ordinary board members without deputies.
For the period until the end of the next annual general meeting, the annual general meeting re-elected the board members Baltsar Sahlin, Sebastian Törneman and Daniel Wikberg, and elected Henry Rawet and Ingrid Söderberg as new board members. Baltsar Sahlin was re-elected as chairman of the board of directors.

The annual general meeting resolved to elect the registered audit firm BDO Mälardalen AB as auditor for the period until the end of the next annual general meeting. 

Remuneration to the board of directors and auditor
The annual general meeting decided that remuneration to chairman of the board of directors shall amount to SEK 120,000 and that remuneration of each director of the board shall amount to SEK 60,000. Remuneration to the CEO shall not be granted.
The annual general meeting decided that remuneration to the auditor shall be paid according to approved invoice.

Warrant based incentive program for certain employees
The annual general meeting resolved to implement a warrant based incentive program for members of the group management group and business managers within the group, through the issuance of a maximum of 150,000 warrants for transfer for the program participants. Transfer of warrants shall be made at market value at the time of transfer. Each warrant entitles the holder to subscribe for one new share in the company for a subscription price corresponding to 200 percent of the volume weighted average price of the company’s shares from 26 April 2024 through 10 May 2024. The right to subscribe for new shares shall be exercised during the period commencing on 1 June 2027 through 30 June 2027. In case all warrants are transferred to program participants and all warrants are exercised the number of shares in the company will increase with 150,000 and existing shareholders will be diluted by approx. 0.9 percent, subject to potential re-calculation.

Authorisation for the board of directors to decide on new share issues and issues of warrants and/or convertibles
The annual general meeting resolved to authorise the board of directors to resolve, for the period until the end of the next annual general meeting, at one or more occasions and with or without deviation from the shareholders’ preferential rights, to issue new shares, warrants and/or convertibles for cash payment and/or with provision of non-cash consideration or set-off or otherwise. The purpose of the authorisation is the issue of new shares, warrants and/or convertibles for to constitute consideration in connection with the acquisition of businesses or financing in connection with the acquisition of businesses, and shall result in an increase of the number of outstanding shares of no more than 10 percent of the number of outstanding shares.