Bulletin from Extraordinary General Meeting in D. Carnegie & Co AB
The following resolutions were passed at the Extraordinary General Meeting (the “EGM”) in D. Carnegie & Co AB (the “Company”) on 11 December 2013.
Resolution regarding amendment to the object of the Company’s business
The EGM resolved to amend the Company´s articles of association so that the object of the Company’s operations will be the following: “The company shall own and manage properties and carry out operations consistent therewith.”
Resolution regarding aggregation of shares and amendments to the articles of association following therewith
Further, the EGM resolved, in order to obtain an appropriate number of shares for the Company, on a reduction of the number of shares in the Company by way of a reverse share split in the ratio of 1:2,000, i.e., 2,000 existing shares will be exchanged for one new share in the Company.
The resolution regarding a reversed split included an amendment to the company’s articles of association so that (i) the number of shares is not less than 200,000 and not more than 800,000, (ii) the number of ordinary shares that may be issued is not more than 800,000, and (iii) the number of preference shares of class P1, P2 and P3 respectively that may be issued is not more than 12,500.
Resolutions regarding an authorization for the board of directors to resolve on new issue and thereby conditional amendments to the articles of association
The EGM resolved to authorize the board of directors to resolve, for the period up until the end of the next annual general meeting, on one or several occasions, and with or without deviation from the shareholders’ preferential rights, on a new issue of ordinary and/or preference shares, warrants or convertible bonds. Payment in the new issue may be made in cash or by contribution in kind or by way of set-off. The number of ordinary and/or preference shares, warrants or convertible bonds that may be issued under the authorization is not limited in any other way than by the limits for the share capital and number of shares set forth in the from time to time registered articles of association.
In connection with the above, the EGM resolved on amendments of the articles of association, conditional upon the board of directors resolving on a new issue under the authorization above. If the board of directors resolves on a new issue under the authorization above, the company’s articles of association shall be amended so that the share capital is not less than SEK 100,000,000 and not more than SEK 400,000,000. Furthermore, also conditional on the board of directors resolving on a new issue, the Company’s articles of association shall be amended so that (i) the number of shares is not less than 7,800,000 and not more than 31,200,000, and (ii) the number of ordinary shares that may be issued is not more than 31,200,000.
Resolutions regarding the board of directors and auditors
The EGM elected Knut Pousette and Ulf Nilsson as ordinary members of the board of directors of the Company until the end of the next annual general meeting. Consequently, the board of directors of the Company will consist of the ordinary board members Knut Pousette, Mats Höglund, Ronald Bengtsson and Ulf Nilsson. It was resolved that no fees are to be paid to members of the board of directors who are employed by the Company or who represent the Company’s main owner (i.e., Kvalitena AB (publ)). Other members of the board of directors shall, for the period until the next annual general meeting, be paid a fee in a total amount of SEK 100,000 to be divided equally between these members of the board of directors.
The EGM resolved to appoint the accounting firm Ernst & Young AB, with Ingemar Rindstig as auditor in charge, as the Company’s auditor until the end of the next annual general meeting and that the auditor’s fee is to be paid on approved account.
For further information about the Company’s plans in the near future, please refer to the press release announced 5 December 2013.
For more information, please contact:
Ulf Nilsson, CEO, D. Carnegie & Co +46 (0)8 – 121 317 00
Knut Pousette, CEO, Kvalitena AB +46 (0)8 – 121 317 00
Tags: