Nyfosa AB's Annual General Meeting with the shareholders was held today on Thursday April 23, 2020. The main resolutions adopted were the following.
Adoption of balance sheets and income statements
The meeting resolved to adopt the balance sheet and the consolidated balance sheet as per December 31, 2019 as well as the income statement and the consolidated income statement for the financial year 2019.
Disposition of the company's earnings
The meeting resolved, in accordance with the Board of Directors' proposal, that no dividends will be paid for the financial year 2019 and that the balance of SEK 4,875,960,245 should be carried forward.
Discharge from liability
The meeting resolved to discharge the Board members and the CEO from liability for the management of the company's business during the financial year 2019.
Board of Directors and auditors
The meeting resolved that the Board of Directors shall consist of seven Board members elected by the meeting with no deputies. Johan Ericsson, Marie Bucht Toresäter, Lisa Dominguez Flodin, Jens Engwall, Per Lindblad and Mats Andersson were re-elected as Board members and Jenny Wärmé was elected as new Board member. Kristina Sawjani had declined re-election. The meeting re-elected Johan Ericsson as chairman of the Board of Directors. For further information about the Board members, please visit the company's website www.nyfosa.se.
The registered accounting firm KPMG AB was re-elected as the company's auditor for the period until the end of the next Annual General Meeting. Mattias Johansson will continue as the auditor in charge.
The meeting resolved that the remuneration to the Board members shall remain unchanged. This means that remuneration of SEK 425,000 shall be paid to the chairman of the Board of Directors and SEK 170,000 shall be paid to each other Board member elected by the meeting who is not employed by the company. Further, for work in the audit committee, remuneration of SEK 60,000 shall be paid to the chairman of the audit committee and SEK 30,000 to each other member of the audit committee. In addition, for work in the remuneration committee, remuneration of SEK 40,000 shall be paid to the chairman of the remuneration committee, and SEK 20,000 to each other member of the remuneration committee.
The meeting resolved that remuneration to the auditor will be paid in accordance with approved invoices.
The resolutions were adopted in accordance with the nomination committee's proposals.
Guidelines for remuneration to senior executives
Furthermore, the meeting resolved to adopt the guidelines for remuneration to senior executives proposed by the Board of Directors.
The meeting authorised the Board of Directors to resolve to issue new shares on one or several occasions for the period up to the next Annual General Meeting, to the extent that such new issue can be carried out without amending the articles of association. An issue may be carried out with or without deviation from the shareholders' preferential rights. Based on the authorisation, the Board of Directors may resolve to issue a number of new shares corresponding to a maximum of twenty percent of the total number of outstanding shares in the company at the time of the Annual General Meeting.
The meeting authorised the Board of Directors to, on one or more occasions for the period until the end of the next Annual General Meeting, resolve to acquire shares in the company so that, as a maximum, the company's holding following the acquisition does not exceed 10 percent of all the shares in Nyfosa at any time.
Further, the meeting authorised the Board of Directors to, on one or more occasions for the period until the end of the next Annual General Meeting, resolve to transfer the company's shares. The number of shares to be transferred may not exceed the total number of shares held by the company at any time.
Amendments to the articles of association
The meeting resolved in accordance with the Board of Directors' proposal to amend § 1 in the articles of association so that "firma" is replaced with "företagsnamn" and § 9 so that the article, due to anticipated upcoming legislative changes, does not stipulate on which date the record date shall occur.