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2016-05-12

D. Carnegie & Co: Bulletin from Annual General Meeting of D. Carnegie & Co AB

The following resolutions were passed at the Annual General Meeting
(the "AGM") of D. Carnegie & Co AB (the "Company") on 12 May 2016.

Approval of the annual report, appropriation of result and discharge
from liability

The AGM decided to adopt the income statement and balance sheet for
the Company and the group for 2015. Furthermore, it was decided that
the Company's results shall be carried forward and thus no dividend
will be distributed. The AGM also decided to discharge the board
members and the managing director from liability.

Number of board members and auditors, election of board members and
auditors and fees to the board members and auditors

The AGM decided that the number of board members, appointed by the
shareholders' meeting, should be five without deputies. Knut
Pousette, Ranny Davidoff, Mats Höglund, Terje Nesbakken and Eva Redhe
were re-elected as members of the board. Knut Pousette was re-elected
as chairman of the board.

The AGM decided that the number of auditors shall be two without
deputies. Ingemar Rindstig and Mikael Ikonen, both from EY, were
elected as the Company's auditors.

The AGM decided that the remuneration to the board of directors shall
be paid in a total amount of SEK 1,200,000, of which the chairman of
the board shall receive SEK 400,000 and the other board members shall
receive SEK 200,000 each. Remuneration to the auditor shall be paid
as per approved current account.

Resolution regarding the nomination committee and guidelines for
remuneration to the management

The AGM resolved to approve the proposed principles for appointment of
the nomination committee and the board's proposal on guidelines for
remuneration to the management.

Resolution on a Long Term Incentive plan (LTI 2016)

The AGM resolved, in accordance with the board's proposal, to adopt a
Long Term Incentive plan (LTI 2016). The Incentive plan includes an
issue of 1,500,000 warrants entitling to subscription of ordinary
shares of series B in the Company. The right to subscribe for
warrants shall reside upon members of the management, middle
management and other employees.

The subscription price will correspond to the market value of the
warrants, wherefore no costs pertaining to employees or social costs
will arise for the Company in connection with the issue. In the event
the warrants are fully subscribed for, the dilution effect will
correspond to approximately 1.94 per cent of the share capital and
1.52 per cent of the votes in the Company.

Resolution regarding authorization for the board of directors to
resolve to issue new shares

The AGM resolved, in accordance with the board's proposal, to
authorize the board of directors to resolve to issue of new shares on
one or several occasions until the next annual general meeting, with
or without preferential rights for the shareholders, against cash
payment or against payment through set-off or in kind, or otherwise
on special conditions. However, such issue of shares must never
result in the Company's issued share capital or the number of shares
in the Company at any time, being increased by more than a total of
10 per cent. The purpose of the authorization is to enable the board
to make corporate and real estate acquisitions or to raise working
capital or broaden the shareholder base.

Resolution regarding authorization for the board of directors to
resolve to repurchase and transfer own shares

The AGM resolved, in accordance with the board's proposal, 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.
The AGM also resolved, in accordance with the board's proposal, 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 provide
flexibility as regards the Company's possibilities to distribute
capital to its shareholders and to enable hedging of the Company's
obligations according to the Company's Incentive plan. The purpose of
the authorization to transfer own shares is to enable the board to
make corporate and real estate acquisitions or to raise working
capital or broaden the shareholder base.

Resolution regarding amendment of the articles of association

The AGM resolved, in accordance with the board's proposal, to amend
the articles of association to enable conversion of shares and adjust
the period of notice to extraordinary general meetings.

For more information, please contact:
Ulf Nilsson, CEO, D. Carnegie & Co: +46 (0)8 - 121 317 25
Knut Pousette, chairman of the board, D. Carnegie & Co: +46 (0)8 - 121
317 00

This information was released for publication at 17.30 CET on 12 May
2016

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http://news.cision.com/d--carnegie---co/r/bulletin-from-annual-general-m...
http://mb.cision.com/Main/8760/2008310/515206.pdf

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