OSLO, NORWAY - 2 May 2022 - The Board of Directors of Zwipe AS (“the Company”) call for the Annual General Meeting (“AGM”) to be held on 23 May 2022 at 09:00 CEST. The general meeting will be held as a digital meeting on Microsoft Teams.
Please find enclosed the notice of the Annual General Meeting. The notice and Zwipe’s Annual Report for 2021 are available on the Company’s website, https://zwipe.com/investors.
Notice of attendance, in person or by proxy, shall be given no later than 20 May 2022 at 16:00 CEST. Shareholders are encouraged to register via the link found here.
Alternatively, the attached form may be sent by e-mail to firstname.lastname@example.org, or regular post to DNB Bank ASA, Verdipapirservice, NO-0021 Oslo.
In order to be invited to the meeting, Zwipe’s administration will need to have the shareholder’s email address in advance. Shareholders must after having registered their attendance also register their email address by sending an email to email@example.com.
The Board of Directors (the "Board") has proposed the following agenda:
- Opening of the General Meeting by the chair. Registration of meeting shareholders
- Election of a meeting chairperson and person to co-sign the minutes together with the chairperson
- Approval of the notice and the agenda
- Report by the management on the Company
- Approval of the annual report and financial statements for 2021 for the Company and the Group
- Remuneration to the auditor
- Election of members to the Board
- Remuneration to the Board and the members of the Nomination Committee
- Proposal to grant the Board a new authorization to increase the share capital
Proposed decisions from the Board
Matter no. 5: Approval of the annual report and financial statements for 2021 for the Company and the Group
The Board proposes that the annual report and financial statements for 2021 for the Company and the Group are approved.
Matter no. 6: Remuneration to the auditor
The Board proposes that the auditor's fees are paid as per accounts rendered.
Matter no. 7: Election of members to the Board
Subject to the general meeting's approval, the Company's Board of Directors for the period from the AGM in 2022 until the AGM in 2023 will comprise:
- Jörgen Lantto, Chairman of the Board
- Johan Biehl
- Dennis Jones
- Diderik Schonheyder
- Stina Granberg
- Tanya Juul Kjaer
Matter no. 8: Remuneration to the members of the Board and the members of the Nomination Committee
The Nomination Committee makes the following recommendation:
Fees to the Board for the period from the AGM in 2021 until the AGM in 2022 were resolved by the AGM on 19 May 2021.
Fees to the Board for the period from the AGM in 2022 until the AGM in 2023 is suggested as follows:
Chairman of the Board: NOK 260.000,-
Members of the Board: NOK 130.000,-
As to remuneration, the Nomination Committee proposes that no remuneration is paid to the members of the Nomination Committee.
Matter no. 9: Proposal on authorizations to the Board on capital increase
The Board proposes that two new authorizations for the Board on capital increases are issued, (i) to fulfil the Company's incentive program and (ii) to cater for strengthening of the Company's equity.
The Board proposes that the General Meeting adopts the following resolution:
1. Authorization for capital increase to fulfill the Company's incentive program
The Board of Directors is hereby granted authorization to increase the share capital of Zwipe AS, on one or several occasions, with up to NOK 262 616,80 (2,626,168 new shares), equivalent to 7 % of the registered share capital at the time of this resolution.
2. Authorization for capital increase to strengthen the Company's equity
The Board proposes that the General Meeting grants a new authorization to the Board to issue shares corresponding to up to 15% of the share capital, and the new authorization shall be restricted to issue of shares to strengthen the Company's equity to the extent the Board considers this to be in the Company's best interest at the given time.
The Board of Directors is hereby granted authorization to increase the share capital of Zwipe AS with up to NOK 562 750,30 (5 627 503 new shares) on one or several occasions.
The authorization may be used to issue shares to strengthen the Company's equity to the extent the Board considers this to be in the Company's best interest at the given time.
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Market Oslo and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, firstname.lastname@example.org, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out below, at 12:40 CEST on 2 May 2022.
For more information, please contact:
Danielle Glenn, CFO and Head of IR