Report from Bravida Holding AB (publ)’s annual general meeting on 10 May 2017
At the annual general meeting in Bravida Holding AB (publ) in Stockholm today, the shareholders resolved upon the following:
Adoption of income statements and balance sheets, allocation of the company’s result and discharge from liability
The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet in the annual report for the financial year 2016. It was further resolved, in accordance with the proposal of the board of directors, that the distributable assets, SEK 4,760,373,181, shall be distributed so that SEK 1.25 per share, SEK 251,958,248 in total, are distributed to the shareholders, that SEK 3,517,757,028 are transferred to the share premium reserve and that the rest of the non-restricted equity of the company, SEK 990,657,905, shall be carried forward. Friday 12 May 2017 was established as record day for dividends. The meeting also discharged the members of the board and the managing director from liability for the financial year 2016.
Election of board members, chairman of the board and auditor
The annual general meeting resolved, in accordance with the proposal of the nomination committee, that the number of board members shall be six with no deputy members and that the number of auditors shall be one with no deputy auditors. Monica Caneman, Ivano Sessa, Jan Johansson, Staffan Påhlsson, Cecilia Daun Wennborg and Mikael Norman were re-elected as board members. Monica Caneman was re-elected as chairman of the board. KPMG was re-elected as auditor.
Determination of fees for the board members and the auditor
The annual general meeting also resolved on fees to the board of directors in accordance with the proposal of the nomination committee. The fees to the board of directors shall amount to maximum SEK 4,850,000, to be allocated as follows: SEK 1,500,000 to the chairman and SEK 450,000 to each of the other board members, SEK 180,000 to the chairman of the audit committee and SEK 100,000 to each of the other members of the audit committee, SEK 110,000 to the chairman of the remuneration committee and SEK 80,000 to each of the other members of the remuneration committee. It was further determined that members connected to Bain Capital shall not be entitled to any fee and that fees to the board members may, if agreed with Bravida, be invoiced by a company, in which case the invoiced fee shall be determined so that it is cost neutral. Fees to the auditor shall be paid against approved accounts.
Remuneration guidelines for the management
The annual general meeting approved the proposal of the board of directors regarding guidelines for remuneration to the management.
The annual general meeting resolved to appoint a nomination committee for the annual general meeting 2018 substantially in accordance with the same procedure as the preceding year.
Authorization to repurchase and transfer shares
The annual general meeting resolved 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. Further, it was resolved 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 enable the board to finance acquisitions with own shares. The purpose of the authorization to transfer own shares is to enable the board to finance acquisitions with own shares.
Long term incentive programme
The annual general meeting resolved, in accordance with the proposal of the board of directors, to adopt a long term incentive programme for senior executives and other key employees within the Bravida group. The resolution also included resolution regarding authorization for the board of directors to resolve to issue Class C shares, authorization for the board of directors to resolve to repurchase Class C shares and transfer of own ordinary shares.
Additional information from the annual general meeting
Complete proposals regarding the resolutions by the annual general meeting in accordance with the above are available at www.bravida.se/en. Minutes from the annual general meeting will be made available at www.bravida.se/en no later than two weeks after the annual general meeting.