Annual General Meeting in HiQ International AB (publ)

The following resolutions were adopted at the Annual General Meeting in HiQ International AB on 28 March 2012:
  • Gunnel Duveblad, Ken Gerhardsen, Lars Stugemo, Anders Ljungh, Johanna Fagrell Köhler and Jukka Norokorpi were re-elected as members of the Board of Directors. Ulrika Hagdahl and Erik Hallberg was elected as new Board member. Christina Ragsten Pettersson has declined re-election. The General Meeting resolved to appoint Anders Ljungh as Chairman of the Board of Directors.
  • The General meeting decided to adopt the annual report and discharge the Board and the Managing director from liability for the financial year 2011.
  • The General meeting decided on a share split and mandatory share redemption programme. The redemption procedure means that approximately SEK 116 million, corresponding to SEK 2.20 per share will be repaid to the shareholders. The decisions made by the General Meeting regarding split and redemption include;
    •  Decision to execute a share split 2:1, whereby each HiQ share is divided into two shares. One of these shares will be a so called redemption share.
    • Decision to reduce the share capital by mandatory redemption of shares, whereby 52 751 523 redemption shares are redeemed.
    • Decision to increase the share capital by way of a bonus issue, whereby the company’s share capital is increased to it’s value before the decision to reduce the share capital.

Payment for each redemption share is SEK 2.20. Record date for the share split is 13 April 2012. Trading in the redemption shares will take place from 16 April 2012 up to and including 27 April 2012. Record date for the share redemption is 7 May 2012. Payment is expected to take place around 10 May 2012.

  • The General meeting decided to issue not more than 1,000,000 warrants. Each warrant shall entitle the holder to subscribe for one new share. For not more than 800,000 warrants of Series I, the exercise price shall correspond to 110 per cent of the average exchange quotation of the Company’s shares on the Stockholm Stock Exchange during the period commencing 27 April 2012 up to and including 11 May 2012, and for warrants of Series II, the exercise price shall correspond to 110 per cent of the average exchange quotation of the Company’s share on the Stockholm Stock Exchange during a period of ten trading days immediately following the announcement of the interim report for the three first quarters of 2012. The issued warrants shall be subscribed for by HiQ Stockholm AB - a wholly owned subsidiary of HiQ International AB - whereby this company shall offer the warrants to employees within the HiQ Group in Sweden, Denmark and Finland. HiQ Stockholm AB may subscribe and transfer no more than in total 1,000,000 warrants of Series I and II. If all 1,000,000 warrants are exercised, the share capital of the Company will increase by SEK 100,000 corresponding to a dilution of approx. 1.9 per cent of the Company’s share capital and votes after dilution. Considering previously adopted incentive programmes for employees, the total dilution amounts to approx. 4.0 per cent.

With purpose of increase participation in the incentive program, the company intends to subsidise the holders of warrants, who still are employed by HiQ at the end of the term by way of a bonus payment, which after taxation amounts to the warrant premium. If the group does not achieve its long term financial target (presently the equivalent of an operating profit of 15 per cent.) during the period, only 50% of the amount will be paid.

  • The General Meeting decided in accordance with the proposal by the Board of Directors to authorise the Board of Directors to resolve on purchasing, at one or several occasions, so many own shares that the company’s holding does not at any time exceed 10 per cent. of the total number of shares in the company. The purchase of shares shall take place on the OMX Nordic Exchange Stockholm and may only occur at a price within the share price interval registered at that time, where the share price interval means the difference between the highest buying price and lowest selling price. Furthermore, the General Meeting resolved to authorise the Board of Directors to pass resolutions on transferring the company’s own shares as payment in connection with an acquisition of companies or businesses, at a price within the share price interval registered at that time.
  • The General Meeting resolved in accordance with the proposal by the Board of Directors to authorise the Board of Directors to resolve on issues of shares against payment in kind of no more than 5,000,000 shares, at one or several occasions, during the period until the next Annual General Meeting in connection with acquisitions.
  • The General Meeting also resolved to establish a Nomination Committee according to the following principles. The Chairman of the Board of Directors shall, based on the ownership as of 31 July 2012, convene the three major shareholders in the company, which each are to elect one representative to the Nomination Committee. In addition, the Chairman of the Board of Directors can be elected to be a part of the Nomination Committee. The Nomination Committee can also decide to include an additional representative of a major shareholder or a group of major shareholders to be part of the Nomination Committee. The names of the representatives of the Nomination Committee shall be announced no later than six months prior to the Annual General Meeting. The Nomination Committee shall prepare and at the general meeting leave proposals regarding election of Chairman of the Board of Directors along with other members of the Board of Directors; fees to the members of the Board of Directors divided between the Chairman and other members as well as compensation for work in committees; election of and fee to the auditors and (where appropriate) any deputy auditors; decisions on principles regarding election of the Nominating Committee; and Chairman for the Annual General Meeting.
  • The general meeting resolved a policy on remuneration and other terms of employement for senior executives, in accordance with the proposal by the Board of Directors.

 

HiQ International AB (publ)

The Board of Directors

 

HiQ discloses the information provided herein pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. This release was released for publication at 19.00 CET on 28 March 2012.


Lars Stugemo

Get in touch

Lars Stugemo
HiQ International
+46 8 588 90 000
Fredrik Malm

Get in touch

Fredrik Malm
Chief Financial Officer
HiQ
+46 8 588 90 000
+46 70 420 00 17

Launch of HiQ Leap, the best trainee programme in the Nordic region

HiQ is finally launching HiQ Leap, the company’s new gateway for technology graduates, starting in January 2022. The programme provides trainees with a solid foundation to become a consultant from day one. Its accelerated development curve means that on completion of the three-year programme, the trainees will be senior consultants. Applications are open and the recruitment phase is well underway to find HiQ’s future stars. 

“We're always looking for great talent to join our team, so it is a real milestone for us to finally be able to start recruiting for HiQ Leap. We are proud to be able to offer newly graduates a route into worklife. And it is an honour for us to work with eager and driven individuals, who, like us, wants to simplify people's lives through technology”, says Sven Ivar Mørch, CEO of HiQ.

Read more

HiQ hosts NASA International Space Apps Challenge

HiQ will be hosting the NASA International Space Apps Challenge in Malmö, Sweden. The hackathon is held for the tenth year in a row and engages thousands of people from all over the world every year. The mission is to tackle some of the most pressing challenges in space and our planet for 48 hours. 

"It is super exciting to arrange NASA's Space Apps Challenge! We have some fantastic collaborators and competencies to bring to the table and look forward to receiving many applications for what promises to be the event of the year. I am a fan of all things space-related, so it feels great to be involved with this. At HiQ, we are passionate about creating a better world, and what could be better than solving some of the biggest challenges facing us both on Earth and in space?" says Ivar Mørch, CEO at HiQ.

Read more

HiQ acquires Advicon

With the aim of becoming the leading tech consulting company in northern Europe, HiQ acquires IT consulting company Advicon, based in Lund, Sweden. The company and its 25 employees will be a strategically important addition on HiQ's expansion journey in the southern parts of Sweden.

“I am very happy to be able to welcome all awesome employees at Advicon to us at HiQ! We have a strong development of our business in the south of Sweden and a fantastic team that works with some of the Nordic region's leading companies. The same applies to Advicon, combining our two operations means that we can strengthen our position further”, says Sven Ivar Mørch, CEO of HiQ.

Read more