Report from the annual general meeting of shareholders in Starbreeze AB (publ)

Annual accounts and discharge from liability

The AGM adopted the consolidated income statement and consolidated balance sheet. The members of the board of directors and the chief executive officer were discharged from liability for the financial year of 1 January-31 December 2018.

Dividend

The AGM resolved that no dividend will be distributed for the financial year of 1 January-31 December 2018.

Number of directors, boards, chairman of the board, election of the auditor, directors' fees and remuneration to the auditor

It was resolved that the board of directorsshall be composed of six ordinary directors (i.e. one director more than the nomination committee's proposal for five directors). Jan Benjaminson, Torgny Hellström, Harold Kim and Kerstin Sundberg were re-elected and Tobias Sjögren was elected as new director in accordance with the nomination committee's proposal. In addition, following a shareholder proposal, Stefano Salbewas elected as a new director of the board. MatiasMyllyrinne had declined re-election. Torgny Hellström was re-elected chairman of the board ofdirectors.

The authorized audit firm Öhrlings PricewaterhouseCoopers AB was re-elected as the statutory auditor and authorized public accountant Nicklas Kullberg was appointed auditor in charge.

The AGM approved the proposed fees to the board of directors as follows: SEK 950,000 to the chairman of the board and SEK 280,000 to each non-executive director, excluding Stefano Salbe who had waived compensation. 

The AGM also approved fees to members of the Remuneration Committee of SEK 75,000 to each of the chairman and member. The AGM approved fees to members of the Audit Committee of SEK 400,000 to the chairman and SEK 175,000 to each other member. Remuneration to the auditor will be paid in accordance with approved invoice.

Authorization of the board of directors to decide to issue new shares

The AGM resolved to authorize the board of directors to decide, on one or more occasions during the period ending at the close of the next annual general meeting, to issue new shares, with or without waiver of shareholders' preferential rights, of either Class A and Class B, or to issue convertibles or warrants conferring the right to purchase Class A and/or Class B shares, corresponding (in connection with the planned exercise of such convertibles or options where applicable) to a maximum of ten percent of the number of shares outstanding from time to time, against cash consideration (but not through set off or payment in kind). The issue price must not be lower than the market price. Other terms and conditions will be decided by the board of directors and must be market- based.

Amendment of articles of association 

The AGM resolved to change the articles of associations limit of number of members of the board of directors, entailing that the board shall consist of three to eight members without deputies. 

Nomination Committee

The AGM resolved to adopt the Nomination Committee's proposal for appointment of the Nomination Committee.

Guidelines for remuneration to senior executives

The AGM adopted the guidelines for remuneration to senior executives of the company as proposed by the board of directors.

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