Bulletin from Annual General Meeting of D. Carnegie & Co AB
The following resolutions were passed at the Annual General Meeting (the “AGM”) of D. Carnegie & Co AB (the “Company”) on 8 May 2018.
Approval of the annual report, appropriation of result and discharge from liability
The AGM resolved to adopt the income statement and balance sheet for the Company and the group for 2017. Furthermore, it was resolved that the Company’s results shall be carried forward and that no dividends shall be distributed. The AGM also resolved to discharge the board members and the managing director from liability.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditors
The AGM resolved that the number of board members, appointed by the AGM, shall be five without deputies as well as on re-election of the board members James Seppala, Karolina Keyzer, Melissa Pianko and Fredrik Brodin, and election of the board member Donatella Fanti, all for the period until the end of the annual general meeting 2019. James Seppala was re-elected as chairman of the board of directors. Ahead of the AGM, Rolf Buch and Jean-Christophe Dubois had announced that they were not available for re-election.
The AGM resolved, in accordance with the proposal of the nomination committee, that the number of auditors shall be two without deputies. Ingemar Rindstig and Mikael Ikonen, both from EY, were elected as the Company’s auditors.
The AGM resolved, in accordance with the proposal of the nomination committee, that remuneration shall be paid to each board members that are not representatives for or employees of the major shareholder. Thus, with the currently resolved composition, Karolina Keyzer and Fredrik Brodin shall be paid SEK 250,000 each, and James Seppala, Melissa Pianko and Donatella Fanti shall not receive any remuneration. Further, the AGM resolved that the auditor of the company shall be paid as per approved current account.
Resolution regarding the nomination committee and guidelines for remuneration to the management
The AGM resolved to approve the proposed principles for appointment of the nomination committee and the board’s proposal on guidelines for remuneration to the management.
Resolution regarding authorization for the board of directors to resolve to issue new shares
The AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to resolve to issue new shares on one or several occasions until the next annual general meeting, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. However, such issue of shares must never result in the Company’s issued share capital or the number of shares in the Company at any time, being increased by more than a total of 10 per cent. The purpose of the authorization is to enable the board to make corporate and real estate acquisitions or to raise working capital.
Resolution regarding authorization for the board of directors to resolve to repurchase and transfer own shares
The AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to resolve to repurchase, on one or several occasions until the next annual general meeting, as many own shares as may be purchased without the Company’s holding at any time exceeding 10 per cent of the total number of shares in the Company. The AGM also resolved, in accordance with the board’s proposal, to authorize the board of directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares. The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the Company and to provide flexibility as regards the Company’s possibilities to distribute capital to its shareholders and to enable hedging of the Company’s obligations according to the Company’s Incentive plan. The purpose of the authorization to transfer own shares is to enable the board to make corporate and real estate acquisitions or to raise working capital or broaden the shareholder base.
For more information, please contact:
Svein Erik Lilleland, CEO, Telephone: +46 (0) 8 121 317 25, E-mail: email@example.com
This information was released for publication at 17.00 CEST on 8 May 2018.
About D. Carnegie & Co
D. Carnegie & Co is a property company focusing on residential properties in the Greater Stockholm region and other growth areas. The company’s business concept is to own property portfolios slated for a gradual renovation of apartments in conjunction with the natural turnover of tenants. This can take place quickly and cost-efficiently thanks to extensive experience from the company's renovation method which, among other things, means that no evacuation needs to take place. In addition to this, the company creates value through the development of building rights in existing portfolios. The market value of the company’s properties amounted to SEK 21,952 million on 31 March 2018. The total rental value amounted to SEK 1,569 million annually on 31 March 2018. The economic occupancy rate is high – vacancies are virtually non-existent. D. Carnegie & Co is listed on Nasdaq Stockholm.