Report from ÅF's Annual General Meeting 2018
On Wednesday April 25, 2018, ÅF AB (publ)’s annual general meeting was held at the ÅF Group’s headquarters in Solna, Sweden.
Adoption of the Income Statement and the Balance Sheet
The meeting adopted the income statements and balance sheets for the Group and the parent company for 2017. The members of the Board of Directors and the President were discharged from liability for the fiscal year 2017.
Dividend
The proposed dividend of SEK 5 per share was approved by the AGM. The record day for dividend is Friday, April 27 and payment from Euroclear Sweden will be Thursday, May 3, 2018.
Board of Directors
Gunilla Berg, Anders Narvinger, Maud Olofsson, Joakim Rubin, Kristina Schauman and Anders Snell were reelected as board members. Jonas Abrahamsson and Ulf Södergren were elected as new members of the board. Anders Narvinger was reelected as chairman of the board.
The auditing company KPMG was appointed as auditor of the Company.
Board of Directors' Fees
The meeting decided that the yearly remuneration to the members of the Board work shall be SEK 810 000 for the Chairman and SEK 350 000 to each of the other seven members of the Board. For the work of the Audit Committee, it was decided on a fee of SEK 150 000 to the Chair and SEK 60 000 to each of the other two members. For the work of the Remuneration Committee, it was decided on a fee of SEK 75 000 to the Chair and SEK 45 000 to each of the other two members.
Convertible Debentures for Management and Key Staff
In accordance with the Board of Directors proposals it was decided that ÅF AB shall raise a convertible subordinated loan of a nominal maximum of SEK 200 000 000 through the issue of convertible debentures. If the conversion rate at the moment of issue will be determined at an amount which would lead to a dilution after full conversion by more than 2% of the share capital, the maximum loan amount shall be reduced so that the maximum dilution will be 2%. The subscription price for each convertible should correspond to its nominal amount.
It was also decided, to mitigate the dilution the conversion otherwise can result in, to authorise the Board to acquire as many shares as subscribed convertible debentures may convert into and to reduce the share capital corresponding to the number of shares equal to the number of convertible debentures subscribed to.
Transfer of own shares
The Board was authorised, for the period until the next annual general meeting, to decide on the transfer of own shares on Nasdaq Stockholm and transfer of own shares to participants in the Performance Related Share Programme (PSP) 2014 and to sell own shares on Nasdaq Stockholm to pay for certain social costs associated with the programme.
Authorisation on new issue of shares
The Board was also, for the time until the next annual general meeting, authorised to decide on new share issues of B shares for consideration other than in cash or, with preferential rights for the shareholders, against cash payment. The number of newly issued shares shall not in aggregate exceed 10 percent of the registered share capital.
Corporate Communication ÅF AB (publ)
For further information:
Jacob Landén, General Counsel, +46 708 94 12 16
ÅF AB (publ), Frösundaleden 2, SE-169 99 Stockholm
Telefon +46 10 505 00 00, säte i Stockholm, www.afconsult.com
Organisationsnr 556120-6474, momsreg.nr SE556120647401
ÅF is an engineering and design company within the fields of energy, industry and infrastructure. We create sustainable solutions for the next generation through talented people and technology. We are based in Europe and our business and clients are found all over the world.
ÅF – Making Future.