The following decisions were made at the Annual General Meeting of Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB”) on 27 April 2018:
Election of Board of Directors
The meeting resolved that the number of directors should be seven. AGM decided to re-elect the existing Board members Lennart Schuss, Ilija Batljan, Sven-Olof Johansson, Hans Runesten, Anne Grete Strøm-Erichsen and Eva Swartz Grimaldi. In addition, Fredrik Svensson was elected new Board member and Lennart Schuss was re-elected as Chairman of the Board.
Election of auditor
The AGM decided to elect EY as the company’s auditor for the period until the next Annual General Meeting in 2019. EY has announced that Ingemar Rindstig will continue as the main responsible auditor for SBB.
Remuneration to the Board of Directors and Auditor
The AGM decided that the level of remuneration to the members of the Board of Directors shall be the following:
– The Chairman of the Board of Directors: SEK 450,000.
– Each of the other members of the Board of Directors: SEK 300,000.
– The Remuneration Committee, including the Chairman: SEK 120,000, SEK 30,000 per member.
The decisions entails that the total remuneration to the members of the Board of Directors, including remuneration for committee work, accordingly amounts to SEK 2,250,000.
It was decided that the auditor’s fee shall be paid as per approved accounts.
It was decided to adopt the Board of Directors’ profit proposal that the profit should be allocated so that SEK 0.10 per ordinary share should be distributed to the shareholders in one payment and SEK 35 per preference share should be distributed to the shareholders in four payments of SEK 8.75 per preference share. It was further resolved that the payment day for the dividend on ordinary shares should be Monday, 7 May 2018 and for the payment of dividend on preference shares: 10 July 2018; 10 October 2018; 10 January 2019; and 10 April 2019.
Principles for election of Nomination Comitte
The AGM decided to adopt the proposed principles for election of the Nomination Committee.
New Share Issue Authorisation
The AGM decided to authorise the Board, until the next AGM, to make decisions on new share issues, warrants, and/or convertible bonds with or without subscription rights for existing shareholders. Payment may be made in cash, in kind or by counterclaim. The number of shares, warrants or convertibles that may be issued on the basis of the authorization shall not be limited in any way other than the limits of the Articles of Association at any given time.
The purpose of the authorization and the reason for the deviation from shareholders’ preferential rights is to enable the acquisition of capital for expansion, acquisitions and for the company’s business. The issue price shall be determined in accordance with current market conditions.
Authorization for the Board to carry out synthetic repurchase of own shares
The Annual General Meeting authorized the Board to make decisions on synthetic repurchases limited to 10 percent of the Company’s shares until the time of the next Annual General Meeting. Repurchases shall relate to Series B shares. Repurchases may be made at a maximum price of SEK 9.65. The company shall carry out the synthetic repurchases by one or more banks to conclude an agreement to acquire the shares. Banks should be offered the opportunity to redeem the repurchased shares. Resolution on redemption shall be taken by the forthcoming Annual General Meeting. The authorization is conditional upon the approval of the procedure by the Swedish Securities Council.
Stockholm, 27 April 2018
Samhällsbyggnadsbolaget i Norden AB (publ)
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, +46 70 518 39 67, [email protected]