Bulletin from the annual general meeting of Green Landscaping Holding AB (publ)
At the annual general meeting in Green Landscping Holding AB (publ) today 15 May 2019, the shareholders resolved upon the following:
Adoption of income statement and balance sheet as well as consolidated income statement and 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 2018.
Resolution on allocation of the company’s profits
The annual general meeting approved the proposal of the board of directors that the company’s accumulated profits of SEK 282,543,802 shall be carried forward in new account and that no dividends shall be paid for the financial year 2018.
Resolution on discharge from liability, re-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 2018.
The annual general meeting resolved that the board of directors shall consist of six board members. Per Sjöstrand, Johan Nordström, Monica Trolle, Staffan Salén and Åsa Källenius were re-elected as board members and Stefan Dahlbo were elected as new board member 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 750,000 out of which SEK 250,000 (unchanged) shall be paid to the chairman of the board of directors and SEK 125,000 (unchanged) to each of the other ordinary members not employed by the company. It was further resolved that fees of SEK 75,000 shall be paid to the chairman of the auditing 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 EY as auditor and resolved that the auditor shall be paid in accordance with approved invoices.
Resolution on principles for the appointment of and instructions for a nomination committee
The annual general meeting resolved on a process for the nomination committee ahead of the 2020 annual general meeting. The resolution means, in essence, that the nomination committee shall consist of four members – one person appointed by each of the three largest shareholders (or known shareholder groups) as of the last banking day in September who wished to appoint a member of the nomination committee and the chairman of the board of directors. If one of the three largest shareholders by votes waives its right to appoint a member of the nomination committee, the right shall pass to the fourth largest shareholder by votes, and so on.
Resolution on guidelines for remuneration to the senior management
The annual general meeting approved the proposal of the board of directors regarding guidelines for remuneration to the senior management.
Resolution on establishing incentive program 2019/2022 through the issue of warrants to a subsidiary and approval of the transfer of warrants to employees
The annual general meeting resolved on establishing incentive program 2019/2022 through a directed issue of a maximum of 730,000 warrants of series 2019/2022 to the wholly owned subsidiary Green Landscaping Incentive AB. The annual general meeting further resolved on approving Green Landscaping Incentive AB to transfer a of maximum 730,000 warrants to the company’s CEO and group management, and the CEOs and certain key employees in the company’s subsidiaries, or otherwise dispose of the warrants to fulfil the commitments under incentive program 2019/2022. 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 the market place where the company is listed, during the period from 2 May 2019 up to and including 14 May 2019. The warrants shall be subscribed for during the period from 16 May 2022 up to and including 7 June 2022. 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 on authorization for the board of directors to increase the share capital
The annual general meeting resolved on an authorization for the board of directors to, on one or more occasions during the period until the next annual general meeting, resolve upon issuance of new shares and/or convertible bonds which entails issue of or conversion into a total of not more than 3,580,000 shares, corresponding to approximately 10 percent of the shares capital and number of votes in the company as of today based on the current number of shares in the company.
The objective of the authorisation and potential deviations from the shareholders’ preferential rights is that new issues shall be made in a time effective manner in order to finance company acquisitions or investments in new or current operations.
Resolution on authorization for the board of directors to acquire and dispose of treasury shares
The annual general meeting resolved on an authorization for the board of directors, on one or more occasions during the period until the next annual general meeting, to acquire and dispose of treasury shares. Purchases may be made of as many shares that the company's holding does not exceed 10 percent of all shares of the company. The shares may be used as full or part payment for acquisition of companies or businesses.
The purpose of the authorisation is to enable the board of directors to adjust and improve the capital structure of the company in order to create increased shareholder value and to dispose of shares in connection with financing of any company and business acquisitions by paying all or part of the purchase price with the company's treasury shares.
Resolution to change the company name and the company’s articles of association
The annual general meeting resolved to change the company’s articles of association regarding the company’s name from Green Landscaping Holding AB (publ) to Green Landscaping Group AB (publ). The resolution is conditioned upon approval by the Swedish Companies Registration Office.
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.greenlandscapinggroup.se. Minutes from the annual general meeting will be made available on the website no later than two weeks after the annual general meeting.
This information was submitted for publication at 16:45 CET on 15 May 2019.
For more information:
Carl-Fredrik Meijer, CFO, + 46 70-108 70 19, carl-fredrik.meijer@greenlandscaping.se
Green Landscaping Group is the #1 landscaping service provider in Sweden. Our business idea is to refine our customers’ outdoor environments by offering services focused on high customer value, long-term sustainability and quality. The group has approximately 1,200 employees and sales amount to approx. SEK 2 billion. The company’s shares are listed on Nasdaq Stockholm with ticker GREEN. For more information, please visit www.greenlandscapinggroup.se.