Report from Ambea´s Annual shareholders’ meeting 16 May 2019
Stockholm – Ambea AB (publ) (“Ambea”) today reports that the company's annual shareholders meeting’ held today voted to support all of the resolutions that the board of directors and nomination committee proposed to the annual shareholders’ meeting.
The annual shareholders’ meeting re-elected Lena Hofsberger, Anders Borg, Gunilla Rudebjer, Lars Gatenbeck and Mikael Stöhr, and elected Liselott Kilaas and Daniel Björklund, as members of the board of directors. Lena Hofsberger was re-elected as chairman of the board of directors.
The annual shareholders’ meeting re-elected Ernst & Young AB as auditor until the end of the 2020 annual shareholders’ meeting.
The annual shareholders’ meeting adopted the annual report for the financial year 2018 and resolved on a dividend to the shareholders of SEK 1.10 per share. Monday 20 May 2019 was established as record day for dividends. The dividend is to be paid out to the shareholders on Thursday 23 May 2019.
The annual shareholders’ meeting discharged the members of the board of directors and the CEO from liability for the financial year 2018.
The annual shareholders’ meeting resolved, in accordance with board of directors’ proposal, to approve the board of directors’ resolution from 15 April 2019 to issue new shares with preferential rights for existing shareholders. According to the final terms set by the board of directors, and as announced on 10 May 2019, each share in the company held on the record date for participation in the rights issue, 20 May 2019, entitles to one subscription right and five (5) subscription rights entitle to subscription for two (2) new shares. The subscription price has been set to SEK 45 per share, which entails issue proceeds of approximately SEK 1.2 billion after issue costs. The subscription period will run from 22 May 2019 up to and including 5 June 2019, with a right for the board of directors to extend the subscription period. Through the rights issue, the company’s share capital can be increased by maximum SEK 674,173.13 through the issuance of not more than 27,001,440 new shares. Additional information regarding the rights issue will be included in the prospectus which is expected to be published on 21 May 2019.
The annual shareholders’ meeting also resolved to:
- approve remuneration to the board of directors and auditor;
- approve guidelines for the remuneration to senior executives;
- adopt unchanged principles for the appointment of a nomination committee for the annual shareholders’ meeting 2020;
- adopt a long term incentive program to senior executives, in the form of warrants. The resolution entails an authorisation for the board of directors to resolve to issue not more than 500,000 warrants. The incentive program is in all material respects similar to the warrant programs adopted in 2017 and 2018;
- adopt a long term incentive program to certain employees in the form of a share savings plan. Within the scope of the incentive program, in order for the company to be able to ensure delivery of shares under the program as well as under previous share savings plans, certain measures were also resolved upon. 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 and to participants in previous share savings plans. The incentive program is in all material respects similar to the share savings programs adopted in 2017 and 2018 and;
- 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.
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:
Jacob Persson, Head of Investor Relations
Telephone: +46 (0)708 64 07 52
Ambea press contact
Telephone: +46 (0)10 33 00 501
Ambea is the market leading care provider in Sweden, Norway and Denmark respectively, with over 900 care units and around 26,000 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. The company was founded in 1996 and its head office is located in Solna, Sweden. Ambea is listed on Nasdaq Stockholm.