Bulletin from Annual General Meeting of D. Carnegie & Co AB
The following resolutions were passed at the Annual General Meeting (the “AGM”) of D. Carnegie & Co AB (the “Company”) on 12 May 2016.
Approval of the annual report, appropriation of result and discharge from liability
The AGM decided to adopt the income statement and balance sheet for the Company and the group for 2015. Furthermore, it was decided that the Company’s results shall be carried forward and thus no dividend will be distributed. The AGM also decided to discharge the board members and the managing director from liability.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditors
The AGM decided that the number of board members, appointed by the shareholders’ meeting, should be five without deputies. Knut Pousette, Ranny Davidoff, Mats Höglund, Terje Nesbakken and Eva Redhe were re-elected as members of the board. Knut Pousette was re-elected as chairman of the board.
The AGM decided that the number of auditors shall be two without deputies. Ingemar Rindstig and Mikael Ikonen, both from EY, were elected as the Company’s auditors.
The AGM decided that the remuneration to the board of directors shall be paid in a total amount of SEK 1,200,000, of which the chairman of the board shall receive SEK 400,000 and the other board members shall receive SEK 200,000 each. Remuneration to the auditor shall be paid as per approved current account.
Resolution regarding the nomination committee and guidelines for remuneration to the management
The AGM resolved to approve the proposed principles for appointment of the nomination committee and the board’s proposal on guidelines for remuneration to the management.
Resolution on a Long Term Incentive plan (LTI 2016)
The AGM resolved, in accordance with the board’s proposal, to adopt a Long Term Incentive plan (LTI 2016). The Incentive plan includes an issue of 1,500,000 warrants entitling to subscription of ordinary shares of series B in the Company. The right to subscribe for warrants shall reside upon members of the management, middle management and other employees.
The subscription price will correspond to the market value of the warrants, wherefore no costs pertaining to employees or social costs will arise for the Company in connection with the issue. In the event the warrants are fully subscribed for, the dilution effect will correspond to approximately 1.94 per cent of the share capital and 1.52 per cent of the votes in the Company.
Resolution regarding authorization for the board of directors to resolve to issue new shares
The AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to resolve to issue of new shares on one or several occasions until the next annual general meeting, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. However, such issue of shares must never result in the Company’s issued share capital or the number of shares in the Company at any time, being increased by more than a total of 10 per cent. The purpose of the authorization is to enable the board to make corporate and real estate acquisitions or to raise working capital or broaden the shareholder base.
Resolution regarding authorization for the board of directors to resolve to repurchase and transfer own shares
The AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to resolve to repurchase, on one or several occasions until the next annual general meeting, as many own shares as may be purchased without the Company’s holding at any time exceeding 10 per cent of the total number of shares in the Company. The AGM also resolved, in accordance with the board’s proposal, to authorize the board of directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares. The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the Company and to provide flexibility as regards the Company’s possibilities to distribute capital to its shareholders and to enable hedging of the Company’s obligations according to the Company’s Incentive plan. The purpose of the authorization to transfer own shares is to enable the board to make corporate and real estate acquisitions or to raise working capital or broaden the shareholder base.
Resolution regarding amendment of the articles of association
The AGM resolved, in accordance with the board’s proposal, to amend the articles of association to enable conversion of shares and adjust the period of notice to extraordinary general meetings.
For more information, please contact:
Ulf Nilsson, CEO, D. Carnegie & Co: +46 (0)8 – 121 317 25
Knut Pousette, chairman of the board, D. Carnegie & Co: +46 (0)8 – 121 317 00
This information was released for publication at 17.30 CET on 12 May 2016
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