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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 2 May 2023 in Gothenburg, Sweden.
Adoption of Income Statement and Balance Sheet for the Financial Year 2022 and Discharge from Liability
The AGM adopted the income statements and balance sheets for the Company and the Group for 2022. The members of the Board of Directors and the CEO were discharged from liability for the financial year 2022.
Allocation of Profits
The AGM resolved that no dividend shall be paid for 2022 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 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.
The AGM re-elected the Board members Anders Jöfelt, Lars Olofsson, Mats Krantz, Cecilia Wachtmeister, Magnus Jonsson and Eva Elmstedt and elected Tobias Sjögren as new member of the Board of Directors. 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.
The AGM further resolved that remuneration to the Board of Directors shall be paid with SEK 490,000 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.
Adoption of a long-term incentive programme
The AGM resolved to adopt a long‑term incentive programme in the form of performance-based share options (Share Option Programme 2023) directed to employees within the Smart Eye group. The Share Option Programme 2023 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 2023, 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 580,000, whereby 486,300 shares shall be allotted to participants and 93,700 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 580,000 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 58,000.
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. 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 18.30 CEST on 2 May 2023.
About Smart Eye
Smart Eye is the global leader in Human Insight AI, technology that understands, supports, and predicts human behavior in complex environments. We are bridging the gap between humans and machines for a safe and sustainable future. Our multimodal software and hardware solutions provide unprecedented human insight in automotive and behavioral research supported also by Affectiva and iMotions, companies we acquired in 2021.
In automotive, we are leading the way towards safer and human-centric mobility through Driver Monitoring Systems and Interior Sensing solutions. Our technology is embedded in next-generation vehicles and available as a standalone aftermarket solution for existing vehicles, fleet, and small-volume OEMs.
Our industry-leading eye tracking systems and iMotions biosensor software enable advanced research and training in academic and commercial sectors. Affectiva’s Emotion AI provides the world’s largest brands and market researchers with a deeper understanding of how consumers engage with their content, products, and services.
Smart Eye was founded in 1999 and is headquartered in Sweden with offices in the US, UK, Germany, Denmark, Egypt, Singapore, China and Japan. A publicly traded company since 2016, our customers include NASA, Nissan, Boeing, Honeywell, Volvo, GM, BMW, Geely, Harvard University, over 1,300 research organizations around the world, 70% of the world’s largest advertisers and 28% 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 Nasdaq First North Growth Market. Erik Penser is Certified Adviser.