The following resolutions were passed at the Annual General Meeting (the "AGM") of Smart Eye Aktiebolag (publ) ("Smart Eye" or the "Company") held today on 17 May 2024 in Gothenburg, Sweden.
Adoption of Income Statement and Balance Sheet for the Financial Year 2023 and Discharge from Liability
The AGM adopted the income statements and balance sheets for the Company and the Group for 2023. The members of the Board of Directors and the CEO were discharged from liability for the financial year 2023.
Allocation of Profits
The AGM resolved, in accordance with the Board of Directors' proposal, that no dividend shall be paid for 2023 and that the Company's available earnings shall be carried forward.
Election of Board Members, Auditors, Fees to the Board of Directors and Auditors
The AGM resolved, in accordance with the Nomination Committee's proposal, that the number of members of the Board of Directors shall be seven without deputies and that the number of auditors shall be one registered accounting firm.
In accordance with the Nomination Committee's proposal, Anders Jöfelt, Lars Olofsson, Mats Krantz, Cecilia Wachtmeister, Magnus Jonsson, Eva Elmstedt and Tobias Sjögren were re‑elected as members of the Board of Directors. All elections for the period until the end of the next Annual General Meeting. Anders Jöfelt was re-elected as the Chairman of the Board of Directors. The registered audit firm Deloitte AB was re-elected as auditor of the Company, and it was noted that Harald Jagner will continue as auditor-in-charge, for the period until the end of the next Annual General Meeting.
The AGM further resolved, in accordance with the Nomination Committee's proposal and for the period until the end of the next Annual General Meeting, that remuneration to the Board of Directors shall be paid with SEK 560,000 to the Chairman of the Board of Directors, SEK 350,000 to the Deputy Chairman of the Board of Directors and SEK 270,000 to each of the other members of the Board of Directors. Remuneration is not paid to Board members employed by the group. Further, remuneration shall be paid with SEK 140,000 to the Chairman of the Audit Committee, SEK 55,000 to each of the other members of the Audit Committee, SEK 63,000 to the Chairman of the Remuneration Committee and SEK 42,000 to the other member of the Remuneration Committee. The AGM further resolved that the remuneration to the auditor shall be paid in accordance with approved statement of costs.
Determination of principles for the appointment of the members of the Nomination Committee
The AGM resolved, in accordance with the Nomination Committee's proposal, that the principles for the appointment of the members of the Nomination Committee shall remain unchanged.
Adoption of a long-term incentive programme
The AGM resolved, in accordance with the Board of Directors' proposal, to adopt a long‑term incentive programme in the form of performance-based share options (Share Option Programme 2024) directed to employees within the Smart Eye group. The Share Option Programme 2024 is proposed to comprise of the CEO, senior executives, key individuals and other employees, meaning that not more than approximately 200 employees within the Smart Eye group will be able to participate. Under the Share Option Programme 2024, participants are given the opportunity to receive shares free of charge, so called performance shares. A prerequisite for receiving performance shares is that the price of the Smart Eye share at the end of the vesting period shall amount to at least 130 per cent of the average volume‑weighted price for the Smart Eye share on Nasdaq First North Growth Market during the five (5) banking days following the AGM. The maximum number of performance shares will amount to 636,400, whereby 533,600 shares shall be allotted to participants and 102,800 shares shall be used by the Company to cover social security contributions associated with the programme. In order to enable the incentive programme, the AGM also resolved on an issue of not more than 636,400 warrants directed to the wholly-owned subsidiary JN Data i Göteborg AB, as a result of which the Company's share capital may increase by a maximum of SEK 63,640.
Authorisation for the Board of Directors to resolve on new share issues
The AGM resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors, on one or several occasions and with or without deviation from the shareholders' preferential rights, to resolve on new share issues. The authorisation may be utilised for new issues of shares, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to not more than 10 per cent of the registered share capital in the Company at the time of the issue resolution. The subscription price shall be determined on market terms and conditions. However, in order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agent that acts as a settlement bank for investors. Deviation from the shareholders' preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the Company's continued expansion. If the Board of Directors resolves on an issue with deviation from the shareholders' preferential rights, the rationale shall be that the Board of Directors shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the Company's capital structure.
For more information, please contact:
Martin Krantz, CEO, Smart Eye, +46 70-329 26 98, martin.krantz@smarteye.se.
The information was submitted for publication, through the agency of the contact person set out above, at 18.00 CEST on 17 May 2024.
About Smart Eye
Smart Eye is the leading provider of Human Insight AI, technology that understands, supports and predicts human behavior in complex environments. The company is on a mission to bridge the gap between humans and machines for a safe and sustainable future. Supported by Affectiva and iMotions - companies it acquired in 2021 - Smart Eye's multimodal software and hardware solutions provide unparalleled insight into human behavior.
In automotive, Smart Eye's driver monitoring systems and interior sensing solutions improve road safety and the mobility experience. The company's eye tracking technology and iMotions biosensor software platform are also used in behavioral research to enable advanced research in academic and commercial sectors. In media analytics, Affectiva's Emotion AI provides the world's largest brands and market researchers with a deeper understanding of how consumers engage with content, products, and services.
Founded in 1999, Smart Eye is a global company headquartered in Sweden, with customers including NASA, Nissan, Boeing, Honeywell, Volvo, GM, BMW, Polestar, Geely, Harvard University, more than 1,300 research organizations around the world, 70 per cent of the world's largest advertisers, 28 per cent of the Fortune Global 500 companies.
Visit www.smarteye.ai for more information.
Visit our investor web for more financial information: https://smarteye.se/investors/.
Smart Eye is listed on the Nasdaq First North Growth Market. The Company's Certified Adviser is Carnegie Investment Bank AB (publ).