Bulletin from Gunnebo AB’s Annual General Meeting on 29 June 2020
Gunnebo AB’s AGM was held on Monday 29 June 2020 at Elite Park Avenue Hotel in Gothenburg, Sweden.
Adoption of the profit and loss statement and balance sheet
The profit and loss statements and the balance sheets of the parent company and the Group for the financial year 2019 were approved.
In accordance with the proposal of the Board, it was resolved that no dividend is to be distributed for the financial year 2019 and that retained profits amounting to SEK 752,512,413 shall be carried forward to the new accounts.
Election of the Board of Directors
Anna Borg Sæther, Charlotte Brogren, Eva Elmstedt, Mikael Jönsson and Martin Svalstedt were re-elected as members of the Board of Directors. Panu Routila was elected
as new member and as Chairman of the Board.
The AGM decided on a total fee to the Board of Directors for 2020 amounting to SEK 2,100,000 excluding fees to committees, to be divided with SEK 700,000 to the Chairman of the Board (which shall include remuneration for committee work) and with SEK 280,000 to each of the other Board members elected by the shareholders, and remuneration for committee work amounting to SEK 80,000 for the respective Chairman of the Audit Committee and the Remuneration Committee and SEK 35,000 each to other committee members.
Election of the Auditor
The AGM re-elected the registered auditing company Deloitte AB for the period until the end of the 2021 Annual General Meeting. It was noted that Hans Warén will continue to be the auditor in charge.
Principles for remuneration to senior executives
The AGM approved the Board’s proposal regarding principles for remuneration to senior executives.
Amendment of the Articles of Association
The AGM resolved, in accordance with the Board’s proposal, to amend the Articles of Association with the purpose of adapting it to implemented and expected legislative amendments as well as to insert a new item 10 in order to enable collection of powers of attorney and voting by post at general meetings.
Resolution on incentive program
In accordance with the Board’s proposal, the AGM resolved to adopt an incentive program for executive management in the group. The program entails that a maximum of 900,000 subscription warrants shall be issued to Gunnebo AB’s wholly owned subsidiary Gunnebo Treasury AB, for further transfer to the participants. Transfer shall take place before the company’s Annual General Meeting 2021 at market value at the time of transfer, and allotment shall be made in accordance with the principles set out in the Board’s proposal. Subscription of shares by exercise of subscription warrants shall take place during the period from and including 1 August 2023 up to and including 30 September 2023. The subscription price per share shall correspond to 110 percent of the volume-weighted average price according to Nasdaq Stockholm’s official price list for share in the company during the period from and including 20 July 2020 up to and including 31 July 2020. Right to allotment requires that the participant holds its position within the group and has not informed or been informed that the employment will be terminated. The warrant holder shall undertake not to transfer, before 1 August 2025 or the earlier day on which the employment is terminated, any such shares subscribed for by the warrant holder through the exercise of the warrants. The maximum dilution effect of the program is approximately 0.94 percent.
Authorisation for the Board to decide on new share issues
The AGM approved the Board’s proposal regarding an authorisation for the Board to decide upon new share issues in connection with company acquisitions.
For more information, contact:
Stefan Syrén, President & CEO, Gunnebo AB, phone +46 10 20 95 059
Isabelle Ljunggren, Director Investor Relations, Gunnebo AB, phone +46 10 20 95 099
The Gunnebo Group operates worldwide providing innovative products, software and services to control the flow of valuables, cash and people. Gunnebo offers entrance control, safe storage, cash management and integrated security solutions to customers primarily within retail, mass transit, public & commercial buildings, industrial & high-risk sites and banking. The Group has a turnover of MSEK 5,500 and is listed on NASDAQ Stockholm. www.gunnebogroup.com