The shareholders of Raketech Group Holding Plc gathered in Malta on 16 May 2024 to hold an annual general meeting. The following resolutions were made.
It was resolved to approve the Consolidated Financial Statements of the company, the Director’s Report and the Auditor’s Report for the financial year ending 31 December 2023. No dividends were declared for the financial year ending 31 December 2023, in accordance with the directors’ recommendation.
Ulrik Bengtsson was elected as board member and Chairman of the Board of Directors, Erik Skarp, Clare Boynton, Patrick Jonker and Marina Andersson were re-elected as members of the Board of Directors. Jonathan Charles Moss was elected as a new member of the Board of Directors.
All directors were elected for the period until the end of the next annual general meeting in accordance with the Nomination Committee’s proposal.
The meeting resolved that the fees to be paid to the members of the Board of Directors shall be allocated as follows: EUR 50,000 to the Chairman of the Board of Directors and EUR 30,000 to each of the other members of the Board of Directors. No Director having an operational role in the Company or its subsidiaries under which the Director receives a salary, or a consultancy fee shall receive any compensation for the work conducted in the Board of Directors and any committees. The meeting further resolved that the Chairs of the Audit Committee and of the Remuneration Committee shall respectively be entitled to a remuneration of EUR 10,000 each, while any other member of the aforesaid committees (excluding the Chairs) shall each be paid EUR 3,000 each.
PricewaterhouseCoopers Malta was re-elected as the company’s auditor for the time until the end of the next annual general meeting in accordance with the Nomination Committee’s proposal and Audit Committee’s recommendation. The meeting resolved that the auditor’s fees shall be payable in accordance with any invoice approved by the Remuneration Committee.
The meeting resolved to approve the Nomination Committee’s proposal on the principles for appointing the Nomination Committee of the company until the annual general meeting of 2025.
The meeting resolved to adopt the Board of Director’s proposal for guidelines for remuneration to senior management.
The meeting further resolved to adopt an incentive program in accordance with the proposal from the Board of Directors. The program comprises of share options which the participants are entitled to exercise to subscribe for shares in Raketech. The program included a maximum of 19 participants and a number of share options to be converted into an aggregate number of shares not exceeding 2.5% per cent of the share capital and votes of the company. The share options will vest for three years from the allocation to each participant, whereby 1/3 will vest after the first year, an additional 1/3 after the second year and the remaining 1/3 will vest after the third year.
Given that the Board of Directors' proposal to allow the Company to acquire its own shares (the "Share Buy Back Extraordinary Resolution") only obtained one of the two majorities required in terms of article 97 of the Articles of Association, the said proposal was not adopted at the Meeting. The Board of Directors has, however, convened an Extraordinary General Meeting to be held on 26 June 2024 to pass the Share Buy Back Extraordinary Resolution in terms of article 135 of the Companies Act (Cap. 386 of the laws of Malta) and article 97 of the Articles of Association.
Complete information regarding the meeting’s resolutions has been made available at the company’s website, www.raketech.com.
