Press release from the annual general meeting in Cabonline Group Holding AB (publ) on 24 April 2019

Adoption of the accounts and discharge from liability

The meeting adopted the balance sheets and income statements for the parent company and the group and the meeting discharged the directors of the board and the managing directors from liability for the financial year 2018.

Appropriation of result

The meeting resolved not to declare any dividend for the financial year 2018 and that the result should be carried forward.

The board of directors and fees

The meeting resolved to re-elect Jon Risfelt, Andreas Rosenlew, Anna Söderblom, Carl Harring and James Mitchell as board members for the period until the end of the next annual general meeting and that no deputy directors shall be elected. The meeting also resolved to re-elect Jon Risfelt as chairman of the board. Furthermore, the meeting resolved that the chairman of the board shall be paid a fee of SEK 600,000 and that each of the other directors elected by the annual general meeting shall be paid a fee of SEK 200,000. Fees shall be payable for the chairman of the audit committee with SEK 100,000 and to each other member of the audit committee with SEK 60,000. Fees shall be payable for the chairman of the remuneration committee with SEK 50,000 and to each other member of the remuneration committee with SEK 20,000.

Auditor

It was resolved to elect Ernst & Young AB as auditor for the period until the end of the next annual general meeting. Ernst & Young AB has appointed the authorised public accountant Alexander Hagberg as auditor-in-charge.

Articles of association

The meeting resolved in accordance with the board of directors’ proposal to adopt new articles of association. In the new articles of association provisions regarding right of first refusal and post-transfer purchase rights are deleted, provisions regarding notice to the general meeting, the board of directors and the annual general meeting are changed and a record day provision is inserted.

Remuneration to the senior executives

The meeting approved, in accordance with the board of directors’ proposal, the guidelines for remuneration to the senior executives.

Nomination committee

The meeting adopted a procedure for the nomination committee’s appointment and its work.

Authorization for the board of directors to resolve on new issues of shares

The meeting resolved to authorize the board of directors to, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, against payment in cash and/or with or without provisions regarding payment in kind or through set-off or other provisions, resolve to issue shares (regardless of share class). The reason for that deviation from the shareholders’ preferential rights shall be permitted is to enable the company to raise working capital, to execute acquisitions of companies or operating assets, as well as to enable issues to institutional investors and the public in connection with a listing of the company. The total number of shares that can be issued must not exceed the maximum number of shares as permitted under the articles of association. To the extent a new issue is made with deviation from the shareholders’ preferential rights, the new issue should be made on market terms.

Statutory meeting

At a statutory meeting held in connection with the annual general meeting Jon Risfelt, Anna Söderblom and James Mitchell were elected as members of the audit committee with Anna Söderblom as chairman of the committee. Jon Risfelt and Carl Harring were elected members of the remuneration committee with Jon Risfelt as chairman of the committee.

For more information

Boel Sundvall, Head of IR, boel.sundvall@cabonline.com, tel. +46 70 560 60 18