Press release from the annual general meeting in Seamless on 8 April 2014

        Print
| Source: Seamless Distribution AB
multilang-release

Stockholm, 2014-04-08 12:00 CEST (GLOBE NEWSWIRE) --  

At the annual general meeting in Seamless in Stockholm today the shareholders resolved, in accordance with the proposed resolutions, upon the following:

Approval of profit and loss accounts and balance sheets, and discharge from liability for the board members and the managing director

The annual general meeting approved the profit and loss accounts and the balance sheets and resolved that the Company’s aggregated results of SEK 404,538,757 shall be carried forward.

The board members and the managing director were discharged from liability for the financial year 2013.

Board of directors, fees to the board of directors and auditor

Re-election of Peter Fredell, Robin Saunders, Omar M Cordes and Martin Börresen for the time until the end of the next annual general meeting.  Further, Michael Sundin was re-elected as chairman of the board of directors.

The annual general meeting resolved that fees to the board of directors shall be paid in accordance with the proposal of the nomination committee.  

Nomination committee

The annual general meeting resolved to approve the proposed instructions and statutes for the nomination committee.  

Guidelines for remuneration of the management

The annual general meeting resolved to approve the proposed guidelines for remuneration of the management.

Resolution to authorise the board of directors to resolve upon issues of shares and/or warrants and/or convertibles and to acquire and sell treasury shares

The annual general meeting resolved to authorise the board of directors to resolve upon issues of shares and/or warrants and/or convertibles in a maximum number of 10,000,000 shares and/or warrants and/or convertibles.

Further, the annual general meeting resolved to authorise the board of directors to acquire and sell treasury shares. The shares shall be repurchased on NASDAQ OMX Stockholm within the price range registered at any given time and the maximum number of shares that may be repurchased is a number resulting in that the Company’s holding of treasury shares after each repurchase amounts to 10 per cent of the total number of shares in the company. Transfers of treasury shares held by the company may be made on NASDAQ OMX or in connection with the acquisition of companies, businesses or parts thereof. Transfers on NASDAQ OMX Stockholm shall be made only at a price within the price range registered at any given time, or, if in connection with acquisition of companies, businesses or parts thereof, on market terms, however, not to a price below the stock exchange rate.

Incentive scheme for employees

The annual general meeting resolved upon an incentive scheme for the Company’s employees based on warrants transferred to their market value or free of charge (see further below). A maximum number of 2,000,000 warrants may be issued.

The warrants may be issued in two different tranches (Series I and II) in a maximum amount of 500,000 warrants in Series I and 1,500,000 warrants in Series II. Employees in Sweden may each acquire a maximum of 150,000 warrants from Series I to an amount corresponding to the market value at the time of acquisition and Employees in the United Kingdom or United States of America may obtain a maximum of 300,000 warrants free of charge from Series II. For warrants in Series I, the share price for a share which is subscribed for through the warrants shall amount to 200 per cent of the volume weighted average stock market price for the Company’s share for the period 9 April 2014 up to and including 25 April 2014, however, not less than the share’s quota value. For warrants in Series II, the share price for a share which is subscribed for through the warrants shall amount to 150 per cent of the volume weighted average stock market price for the Company’s share for the period 9 April 2014 up to and including 25 April 2014, however, not less than the share’s quota value. All warrants may be used for subscription in August 2017.

Complete information on each proposal adopted by the annual general meeting may be downloaded from www.seamless.se

For further information, please contact

Michael Sundin, chairman of the board of directors Seamless, tel +46 (0)8-564 878 00

Peter Fredell, Group CEO Seamless, tel +46 (0)8-564 878 24

ABOUT SEQR, by Seamless

SEQR (se•cure) is Sweden’s and Europe’s most used mobile wallet in stores and online. SEQR enables anybody with a smartphone to pay in stores, at restaurants, parking lots and online, transfer money at no charge, connect loyalty programs, store receipts digitally and receive offers and promotions directly through one mobile app. Through the SEQR app, the user simply scans or taps a QR-code/NFC at check-out and approves the purchase by entering a PIN code. Fast, smooth and safe, SEQR’s payment solution enables merchants to lower interchange fees significantly compared to those charged by traditional card companies. SEQR’s unique transaction platform has been developed by Seamless, one of the world’s largest suppliers of payment systems for mobile phones.

Founded in 2001 and active in 26 countries, Seamless handles more than 3, 1 billion transactions annually through 525 000 active sales outlets. 4 600 merchants have chosen SEQR including Sweden’s largest grocery chains, fast food chains and national retailer chains including McDonald’s, Hemköp and Ur&Penn. SEQR was launched in Romania in 2013 and is scheduled to launch in Finland and Belgium in the spring of 2014. In 2013, SEQR won the Mobile Money Global Award for Best Mobile Money Deployment in Europe. Seamless is traded on Nasdaq OMX Stockholm, under the SEAM ticker. www.seqr.com

This information is such information that Seamless Distribution AB (publ) is required to disclose pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instrument Trading Act. The information was released for publication on April 8, 2014 at 12.00 (CET).