Clavister Holding AB held its Annual General Meeting on 17 May 2022 in Örnsköldsvik.

For detailed information regarding the content of the resolutions, please refer to the full notice of the Annual General Meeting and the complete proposals, which are available on the company’s website, https://www.clavister.com/company/investor-relations/corporate-governance/.

The following main decisions were made.

Adoption of the Income Statements and the Balance Sheets

The AGM resolved to adopt the Income Statement and the Balance Sheet as well as the Income Statement for the Group and the Balance Sheet for the Group for 2021.

Allocation of results

The AGM resolved, in accordance with the Board’s proposal, that the funds available for the AGM for the financial year 2021, i.e. SEK 181,697,119, be transferred to a new account.

Discharge from Liability

The AGM granted the board members and the CEO discharge from liability towards the company for the management in 2021.

Board of Directors and Auditors

The AGM resolved that the Board of Directors shall be composed of three (3) directors for the period until the next Annual General Meeting.

The AGM resolved to re-elect directors Staffan Dahlström, Jan Frykhammar and Stina Slottsjö. Jan Frykhammar was re-elected as Chair of the Board of Directors.

The AGM re-elected the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditor.

The AGM resolved that, for the period until the next Annual General Meeting, the directors’ fees shall be SEK 450,000 for the Chair of the Board of Directors and SEK 225,000 for each of the other directors who are not employees of the group.

It was resolved that fees to the auditor are to be paid in accordance with approved invoice.

Issue authorization

The AGM resolved, in accordance with the Board’s proposal, to authorize the Board to, on one or more occasions until the next Annual General Meeting, resolve on issue of new shares and/or warrants and/or convertible bonds. An issue of new shares and/or warrants and/or convertible bonds can be decided with or without regard of shareholders’ pre-emption rights. Following this authorization, a total maximum number of shares equivalent to 20 per cent of the total number of outstanding shares in the company on the date when the authorization is utilised for the first time may be issued in new share issues, by utilising the warrants and/or through the conversions of convertible bonds.

This authorization is to include the right to resolve on issues with cash payment, payment by contribution in kind or payment by way of set-off, and otherwise subject to conditions as set out in Chapter 2, section 5, second paragraph 1–3 and 5 of the Swedish Companies Act.

Warrant program and approval of transfer of warrants

The AGM resolved, in accordance with the Board’s proposal, to introduce a warrant program comprising employees and certain consultants in the Clavister group. In total, the program is estimated to comprise of no more than 630,000 warrants. Each warrant carries a right to subscribe for one new share in the company at a subscription price of SEK 10.95. Subscription of shares by virtue of the warrants may be made during a period of one month from the date of publication of the interim report for the period 1 January – 31 March 2025, however, no later than one month from 30 June 2025.

About Clavister

Clavister is a specialised European cybersecurity company, protecting complex digital businesses for more than two decades. Founded and headquartered in Örnsköldsvik, Sweden, Clavister pioneered one of the first firewalls and continues to build robust and adaptive cybersecurity solutions since. Empowering a growing ecosystem of partners and resellers, we have been serving customers in more than 100 countries with 125,000+ deployments across public sector, service provider and defence sectors. Network, cloud, mobile, end points - we secure them all.
 
The stock, Clavister Holding AB, is listed at Nasdaq First North Growth Market. FNCA Sweden AB is the Company’s Certified Advisor (+46 8-528 00 399, e-mail: info@fnca.se)

For more information or media inquiries contact:

Clavister Investor Relations
ir@clavister.com

Attachments

Information from Annual General Meeting held on 17 May 2022 in Clavister Holding AB

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