At the Annual General Meeting in Samhällsbyggnadsbolaget i Norden AB (publ) on 27 April 2020, the following items were resolved upon:
Election of Members of the Board of Directors
The AGM resolved that the Board of Directors shall consist of seven Members. Lennart Schuss, Ilija Batljan, Sven-Olof Johansson, Hans Runesten, Anne-Grete Strøm-Erichsen, Fredrik Svensson and Eva Swartz Grimaldi were re-elected as Members of the Board of Directors. Lennart Schuss was re-elected as Chair of the Board of Directors.
Election of Auditor
The AGM appointed the registered auditing company Ernst & Young AB as Auditor with Mikael Ikonen as auditor-in-charge. Furthermore, Ingemar Rindstig was appointed as individually elected auditor with Gabriel Novella as deputy.
Board and Auditor fees
The AGM resolved that the fees paid to the Board of Directors shall amount to SEK 1,950,000, of which SEK 450,000 shall be paid to the Chair of the Board of Directors and SEK 300,000 shall be paid to other non-employee Members of the Board of Directors elected by the Annual General Meeting. For committee work in the Remuneration Committee, a total fee of SEK 40,000 will be distributed with SEK 20,000 per member. For committee work in the Sustainability Committee, a total fee of SEK 60,000 will be distributed with SEK 20,000 per member. For the Audit Committee, which consists of Members of the Board of Directors, fees for participation are deemed to be included in the ordinary Board of Directors fees. Fees to the auditors are to be paid in accordance with approved invoice.
Resolution on dividend
The AGM resolved that dividend is distributed to the Preference shareholders with an amount of SEK 35 per Preference share, to the common shareholders with SEK 0.60 per Class A and Class B share and SEK 2 per Class D share. Payment shall be made quarterly.
Record dates for dividend distribution to Preference shares shall be July 7, 2020 (disbursement date July 10, 2020), October 6, 2020 (disbursement date October 9, 2020), January 4, 2021 (disbursement date January 8, 2021) and April 6, 2021 (disbursement date April 9, 2021), with an amount of SEK 8.75 paid out per disbursement date.
Record dates for dividend distribution to Class A shares, Class B shares and Class D shares shall be June 30, 2020, September 30, 2020, December 30, 2020 and March 31, 2021 with an amount of 0.15 SEK per disbursement date for Class A shares and Class B shares and 0.50 SEK per disbursement date for Class D shares. Distribution of dividends is expected to be made by Euroclear Sweden AB three banking days after each record date.
Guidelines for renumeration to senior executives
The AGM resolved to adopt new guidelines for renumeration to senior executives according to the new rules of the Swedish Companies Act. The changes are not expected to entail any significant change compared to the renumeration paid in accordance with the previously valid guidelines.
Principles for the appointment of the Nomination Committee
The AGM resolved upon principles for the appointment of the Nomination Committee. The principles are unchanged compared to the previous year.
Resolution regarding authorization for the Board of Directors to resolve on issue of new shares
The AGM resolved to authorize the Board of Directors, for the period up until the next Annual General Meeting, with or without deviation from preferential rights for the shareholders, to resolve to issue new shares, subscription warrants and/or convertibles. Payment must be made in cash and/or by set-off and/or consideration in kind. The number of shares, subscription warrants or convertibles that may be issued due to the authorization shall not be limited in any other aspect than what follows from the limits according to the Articles of Association that are valid at the time of issue. The purpose of the authorization and, where applicable, the reason for the deviation from the shareholders’ preferential right is to enable the acquisition of capital for expansion, company acquisitions and the Company’s operations. The issue price shall be determined in accordance with prevailing market conditions.
Resolution regarding authorization for the Board of Directors to resolve for the Company of transfer and acquisition of the Company’s own shares
The AGM resolved to authorize the Board of Directors, for the period up to the next Annual General Meeting, to resolve upon transfer and acquisition of Series B shares and Series D shares in the Company. Acquisitions may only be made by a maximum of so many shares that, at any given time, the Company’s own holdings does not exceed ten (10) percent of all shares in the Company. Acquisition of shares may take place through trading on Nasdaq Stockholm, or through an offer of acquisition for cash renumeration to all the Company’s shareholders. Transfer of shares may take place through trading on Nasdaq Stockholm or in in conjunction with company acquisitions.
Amendment of the Articles of Association
The AGM resolved to make two small amendments in the Articles of Association, partly in preparation of expected changes in the Swedish Companies Act, partly to enable the resolved election of auditors.
Stockholm 27 April 2020
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]bnorden.se
The information was submitted for publication, through the agency of the contact person set out above on April 27, 2020, at 14:50 CET.