Bulletin from the annual general meeting of Green Landscaping Group AB (publ)
17 May, 2023
Green Landscaping Group AB (publ) has held its annual general meeting today on 17 May 2023 and the following resolutions were resolved:
Adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet
The annual general meeting adopted the income statement and consolidated income statement as well as the balance sheet and the consolidated balance sheet for the financial year 2022.
Resolution in respect of the appropriation of the company’s profit or loss
The annual general meeting approved the proposal of the board of directors that the company’s accumulated profits shall be carried forward in new account and that no dividends shall be paid for the financial year 2022.
Resolution on discharge from liability, election of board members and board fees
The annual general meeting resolved on discharge from liability for the members of the board of directors and the CEO for the financial year 2022.
The annual general meeting resolved that the board of directors shall consist of five board members without deputy members. Per Sjöstrand, Monica Trolle, Staffan Salén, Åsa Källenius and Tomas Bergström were re-elected as board members for the period until the close of the next annual general meeting. Per Sjöstrand was re-elected as chairman of the board for the period until the close of the next annual general meeting.
The annual general meeting resolved that the fees payable to the board of directors for the period until the next annual general meeting shall amount to a total of SEK 1,250,000 (unchanged) out of which SEK 350,000 (unchanged) shall be paid to the chairman of the board of directors and SEK 225,000 (unchanged) to each of the other ordinary members not employed by the company. It was further resolved that fees of SEK 75,000 (unchanged) shall be paid to the chairman of the audit committee during the period until the next annual general meeting. Other than that, no fees shall be payable to the members of the committees of the board of directors.
Election of auditor and determination of fees to the auditor
The annual general meeting re-elected the auditing firm Grant Thornton Sweden AB as auditor and resolved that the auditor shall be paid in accordance with approved invoices. Grant Thornton Sweden AB intends to appoint the Authorised Public Accountant Camilla Nilsson as auditor in charge.
Resolution on approval of the board of directors' Remuneration Report 2022
The annual general meeting approved the board of directors’ report on remuneration to executive management according to Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on guidelines for remuneration to executive management
The annual general meeting approved the board of directors’ proposed guidelines for remuneration to executive management.
Resolution on the establishment of incentive program 2023/2026 through issue of warrants to subsidiary and approval of the transfer of warrants to employees
The annual general meeting resolved on the establishment of incentive program 2023/2026 through a directed issue of a maximum of 550,000 warrants of series 2023/2026 to the wholly owned subsidiary Green Landscaping Incentive AB. The annual general meeting further resolved on approving Green Landscaping Incentive AB to transfer a maximum of 550,000 warrants to the company’s CEO and executive management, and the CEOs and certain other key employees in the company’s subsidiaries, or otherwise dispose of the warrants to fulfill the commitments in connection with incentive program 2023/2026. Each warrant entitles the holder to subscribe for one (1) new share in the company. The subscription price of the share at the time of the utilisation of the warrant shall correspond to 120 per cent of the average volume weighted price paid for the company’s share on Nasdaq Stockholm, during the period from 22 May 2023 up to and including 26 May 2023. The warrants can be exercised by notification of subscription for new shares during the period from 29 May 2026 up to and including 12 June 2026. Shares subscribed for by utilising the warrants will entitle to dividends for the first time on the record date occurring after the execution of the subscription.
Resolution regarding authorisation for the board of directors to increase the share capital
The annual general meeting resolved on an authorisation for the board of directors to, on one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve to issue new shares and/or convertible bonds which entails issue or conversion of at most as many new shares as at the time of the first issuance under the authorisation corresponds to 10 percent of the total share capital in the company.
The objective of the authorisation and the reason for the potential deviation from the shareholders’ preferential rights is to enable new issues to be made in a time effective manner in order to finance acquisitions or investments in new or existing operations.
Resolution regarding authorisation for the board of directors to acquire and transfer own shares
The annual general meeting resolved on an authorisation for the board of directors to, during the period until the next annual general meeting, on one or more occasions, resolve on acquisition and transfer of the company's shares. Acquisitions may be made of so many shares that the company's holding does not exceed 10 percent of all shares in the company. The shares may be used as full or partial payment in connection with the acquisition of a company or business.
The purpose of the authorisation is to give the board of directors the opportunity to adapt and improve the capital structure of the company in order to create increased value for shareholders and to be able to transfer shares in connection with the financing of any company and business acquisitions by payment in whole or in part with the company's own shares.
Additional information from the annual general meeting
Complete proposals regarding the resolutions by the annual general meeting in accordance with the above are available at www.glgroup.se. Minutes from the annual general meeting will be made available on the website no later than two weeks after the annual general meeting.
The information was submitted for publication, through the agency of the contact person below, on 17 May 2023 at 11:45 CEST.
For more information:
Magnus Larsson, Head of Investor Relations, Green Landscaping Group AB
+46-(0)70 270 52 83, magnus.larsson@glgroup.se
Green Landscaping Group AB (publ) is a home for entrepreneurs. The service areas it is involved in are landscaping and construction, ground maintenance and snow & ice removal. The Group has more than 2 000 employees and net sales amounted to SEK 4.8 billion. The shares are listed on Nasdaq Stockholm with the ticker GREEN. For more information visit www.glgroup.se.