Bulletin from Annual General Meeting of Serneke Group AB (publ)
The following resolutions in brief were adopted at the Annual General Meeting of Serneke Group AB (publ) (the “AGM”) on May 8, 2019:
Adoption of annual report and resolution to discharge the Board Members and the CEO from liability
The AGM adopted the annual report for the financial year 2018. The Board of Directors and the CEO were discharged from liability for the financial year 2018.
Determination of fees to Board Members and auditors
The AGM resolved that fees to the Board Members shall amount to a total of SEK 2,250,000 of which SEK 750,000 shall go to the Chairman of the Board and SEK 250,000 to each of the other Board Members not employed by the Group. For work in the Audit Committee, the AGM resolved that the fee for the Chairman shall amount to SEK 100,000 and SEK 50,000 to each of the other two members of the Committee. For work in the Remuneration Committee, the AGM resolved that no extra fee shall be paid to the Chairman (since included in the ordinary remuneration for the Chairman of the Board) and SEK 25,000 each to the other two members of the Committee. The AGM resolved that the fees to the auditors be paid according to approved invoices.
Election of Board Member and Chairman of the Board
For the period until the next AGM, Kent Sander, Mari Broman, Ludwig Mattsson, Ola Serneke and Anna-Carin Celsing were re-elected. Anna Belfrage and Fredrik Alvarsson were elected as new board members. Kent Sander was re-elected Chairman of the Board.
Election of auditor
Deloitte AB was re-elected as auditor for the period until the end of the AGM 2020, with Harald Jagner to be appointed as responsible auditor.
Authorisation for the Board of Directors to repurchase shares
The AGM resolved in accordance with the Board's proposal to authorize the Board of Directors, on one or more occasions during the period until the next Annual General Meeting, to decide to repurchase a maximum of 400,000 Series B shares. Acquisitions are to be made on Nasdaq Stockholm and may only be made at a price within the registered price interval at any given time, meaning the interval between the highest bid price and the lowest selling price. Repurchased shares are to be paid for in cash. The purpose of the authorization is to be able to secure the supply of matching and performance shares for participants in the Group’s incentive programs, which was approved by the 2018 Annual General Meeting, and to secure the Company’s expenses, mainly social contributions, attributable to these programs.
Resolution regarding the adoption of guidelines for remuneration to senior executives
The AGM approved, in accordance with the Board's proposal, the guidelines for remuneration and other employment terms for senior executives.
Board resolution regarding the repurchase of shares
At the constituent board meeting following the AGM, the Board of Directors of Serneke Group AB resolved to utilize the authorization for repurchase of own shares granted at the AGM. Repurchases can only be made of a total of 400,000 Class B shares in Serneke Group AB, on one or more occasions, but not later than the AGM 2020. Acquisitions shall take place at Nasdaq Stockholm and at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price. Payment for shares repurchased shall be in cash. The purpose of the authorization is to ensure the delivery of matching and performance shares to participants in the Group’s incentive programs, as well as to hedged costs of the Company, mainly social security contributions, attributable to these programs.
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