Report from Ambea’s Annual General Meeting 2018
Report from Ambea’s annual shareholders’ meeting on 23 May 2018.
At the annual shareholders’ meeting in Ambea AB (publ) in Stockholm today, the shareholders resolved upon the following:
Adoption of income statements and balance sheets, allocation of the company’s result and discharge from liability
The annual shareholders’ meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet in the annual report for the financial year 2017. It was further resolved, in accordance with the proposal of the board of directors, on a dividend to the shareholders of SEK 1.00 per share. Friday 25 May 2018 was established as record day for dividends. The meeting also discharged the members of the board of directors and the CEO from liability for the financial year 2017.
Election of board members, chairman of the board and auditor
The annual shareholders’ meeting resolved, in accordance with the proposal of the nomination committee, that the number of board members shall be seven and that the number of auditors shall be one with no deputy auditors. Lena Hofsberger, Ingrid Jonasson Blank, Anders Borg, Thomas Hofvenstam and Gunilla Rudebjer were re-elected, and Lars Gatenbeck and Mikael Stöhr were elected, as members of the board of directors. Lena Hofsberger was re-elected as chairman of the board of directors. Ernst & Young AB was re-elected as auditor.
Determination of fees for the board members and the auditor
The annual shareholders’ meeting resolved on fees to the board of directors in accordance with the proposal of the nomination committee. The fees to the board of directors shall amount to in total SEK 2,945,000, to be allocated as follows: SEK 700,000 to the chairman and SEK 290,000 to each of the other board members, and SEK 110,000 to each chairman of the audit committee, remuneration committee and quality and sustainability committee, respectively, and SEK 25,000 to each of the other committee members. Fees to the auditor shall be paid in accordance with approved invoice.
Principles for the appointment of a nomination committee
The annual shareholders’ meeting resolved, in accordance with the proposal of the nomination committee, to adopt principles for the appointment of a nomination committee for the annual shareholders’ meeting 2019, which in all material respects are similar to previous principles.
Changes to the articles of association
The annual shareholders’ meeting resolved, in accordance with the board of directors’ proposal, to adopt new articles of association, whereby shareholders’ meetings, in addition to in Stockholm, may be held in Solna.
Remuneration guidelines for senior executives
The annual shareholders’ meeting approved the proposal from the board of directors regarding guidelines for remuneration to senior executives.
Long-term incentive programs
The annual shareholders’ meeting resolved, in accordance with the board of directors’ proposal, to adopt a long term incentive program to senior executives, in the form of warrants. The resolution entailed a resolution regarding issue of not more than 429,000 warrants. The incentive program is in all material respects similar to the warrant program that was implemented in connection with the company’s listing in 2017.
The annual shareholders’ meeting further resolved, in accordance with the board of directors’ proposal, to adopt a long term incentive program to certain employees in the form of a share savings plan. The incentive program is in all material respects similar to the share savings program that was implemented in connection with the company’s listing in 2017. Within the scope of the incentive program, certain measures were also resolved upon in order for the company to be able to ensure delivery of shares under the program, namely an authorisation for the board of directors to resolve to repurchase its own shares, and that the company may transfer shares acquired by the company on the base of the authorisation free of charge to participants in the program.
Authorisations for the board of directors
The annual shareholders’ meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors to, up until the next annual shareholders’ meeting, on one or several occasions, resolve to purchase own shares so that the company’s holding, at any given time, does not exceed 10 percent of the total number of shares in the company, Further, it was resolved to authorise the board of directors to, up until the next annual shareholders’ meeting, on one or several occasions, resolve to transfer (sell) own shares. The purpose of the authorisations is to give the board of directors an increased flexibility with regard to the company’s capital structure as well as to enable acquisitions of companies and businesses where payment is made with own shares.
The annual shareholders’ meeting further resolved, in accordance with the board of directors’ proposal, to authorise the board of directors to, up until the next annual shareholders’ meeting, on one or several occasions, resolve on issue of new shares to such an extent that it corresponds to a dilution which corresponds to 10 percent, based on the number of shares that were outstanding at the time of the annual shareholders’ meeting’s resolution on the authorisation, after full exercise of the authorisation.
The purpose of the authorisation is to enable acquisitions of companies, businesses or parts thereof.
Additional information from the annual shareholders’ meeting
Complete proposals regarding the resolutions by the annual shareholders’ meeting in accordance with the above are available at www.ambea.com. Minutes from the annual shareholders’ meeting will be made available at www.ambea.com no later than two weeks after the annual shareholders’ meeting.
For more information, contact:
Louise Tjeder, Director IR and Strategy
Telephone: +46 731 43 17 68
E-mail: louise.tjeder@ambea.se
Ambea press contact
Telephone: +46 10 33 00 501
E-mail: press@ambea.se
This is information that Ambea AB (publ) is obliged to make public pursuant to the Securities Markets Act. The information was submitted for publication, through the agency of the contact person set out above on May 23, 2018.
Ambea, is present in care services, and has approximately 15,000 employees. We offer services in disabled care, individual and family care, and elderly care with a focus on residential care and own management. We aim to be the quality leader in all that we do and our vision is to make the world a better place, one person at a time. Total revenue and adjusted EBITA for the 2017 financial year amounted to SEK 5,816 million and SEK 498 million. The company was founded in 1996 and its head office is located in Solna, Sweden. Ambea is listed on Nasdaq Stockholm.