Resolutions from 2015 Annual General Meeting of Nobina AB (publ)
The Annual General Meeting of Nobina AB (publ) was held on May 27, 2015, in the company’s offices in Solna. The Meeting approved the Group’s and Company’s income statements and balance sheets for the fiscal year 2014/2015, and resolved that the Company’s retained profits are carried forward and to grant the members of the Board and the managing director discharge from liability for the previous financial year.
Jan Sjöqvist, John Allkins, Birgitta Kantola, Graham Oldroyd, Gunnar Reitan and Ragnar Norbäck were re-elected as Directors of the Board. Jan Sjöqvist was re-elected Chairman of the Board. PricewaterhouseCoopers AB was re-elected as the Company’s auditor. It was resolved that the fees to be paid to the Board shall be allocated as follows: SEK 900,000 to the Chairman and SEK 450,000 to each of the other Directors provided, however, that no fees shall be paid to a Director who is also an employee of the Company or any of its subsidiaries. It was further resolved that fees to the auditor shall be paid in accordance with invoices approved by the Board.
The Meeting resolved on principles for the nomination committee in accordance with the proposal. Furthermore, the Meeting approved the Board’s proposal on guidelines for remuneration to senior management.
The Meeting also resolved to authorise the Board to, at one or several occasions before the next annual general meeting, resolve upon a new issue of shares in the Company, in connection with which it shall be possible to deviate from the shareholders’ preferential rights. The reason for deviating from the shareholders’ preferential rights shall in such case be to enable an offering of shares to investors in connection with capital raisings and/or diversification of the Company’s shareholder base. Payment for subscribed shares may be made in cash, by set-off or in kind. In case that a new issue of shares is made with deviation from the shareholders’ preferential rights, the new shares shall be issued at market price as determined by the Board in consultation with the Company’s financial advisors. If so deemed appropriate by the Board, and in order to facilitate the settlement mechanics in connection with capital raisings and/or diversification of the Company’s shareholder base, the new shares may also be issued at a subscription price equal to the quota value of the shares.
The Meeting further resolved to issue no more than 645,396 new shares to the managing director and CEO of the Group in accordance with the Board’s proposal. Subscription and payment for the new shares shall be made no later than 30 June 2015. The new shares are issued at a price of SEK 2.83. The reason for the deviation from the shareholders’ preferential rights is that the Company has undertaken to deliver new shares pursuant to an agreement regarding an incentive scheme with the person to which this share issue is directed.
It was finally resolved to reduce the number of shares in the Company by way of a 1:10 reverse share split, i.e. (10) shares will be exchanged into one (1) share and to authorise the Board to resolve on the record date for the reverse share split, which shall occur after the resolution on the reverse share split has been registered with the Swedish Companies Registration Office. In order to enable the reverse share split, the Meeting also resolved to amend § 5 of the Company’s articles of association so that the number of shares shall be no less than 60,000,000 and no more than 240,000,000.
The annual report for the fiscal year 2014/2015 is available at the premises of Nobina AB (publ), Armégatan 38 in Solna, as well as on the Company’s website www.nobina.com.
Nobina AB (publ) discloses the information provided herein pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 14.30 CET on Wednesday, 27 May 2015.
For more information, please contact:
Jan Sjöqvist, Chairman of the Board of Directors, telephone +46 (0) 70-593 40 10
Stina Thorman, Acting Head of Investor Relations, telephone +46 (8) 410 650 71
Nobina is the largest and most experienced public bus transport service provider in the Nordic region. The Company’s expertise in prospecting, tendering and active management of public bus transport contracts in combination with long-term delivery quality makes Nobina an industry leader in terms of profitability, development and initiatives that promote a healthier industry. Every day, Nobina ensures that more than one million people arrive at work, school or other activities by delivering contracted public bus transport services in Sweden, Norway, Finland and Denmark. In addition, Nobina offers express bus services under the Swebus brand in the Swedish market. The Company has approximately 7,600 full-time equivalent employees and is headquartered in Stockholm. For more information, visit: www.nobina.com.