Swedencare AB (publ) Communiqué from the Annual General Meeting 2023
At Swedencares Annual General Meeting, on April 28, 2023, the following decisions were made:
Adoption of the income statement and balance sheet
The Annual General Meeting decided on the adoption of the income statement and balance sheet as well as consolidated income statement and consolidated balance sheet for the financial year 2022.
Dispositions regarding the Company´s profit
The Annual General Meeting decided on a dividend of SEK 0.22 per share, corresponding to a total of 34 921 018 SEK. The recording date for the right to receive dividends is decided to be May 3rd, 2023. Dividends are expected to be paid through Euroclear Sweden AB on May 8th, 2023.
Discharge from liability towards the Company for the Board members and the CEO
The Annual General Meeting decided to grant discharge from liability towards the Company to the Board members and the CEO for the year 2022.
Determination of fees to the Board and Auditor
The Annual General Meeting decided on Board fees of a total of SEK 1,800,000 to be distributed with SEK 600,000 to the Chairman and SEK 200,000 each to other members elected by the Annual General Meeting that are not employees of the company.
Auditor fee according to approved bill.
Election of Board members, Chairman of the Board, and auditor
The Annual General Meeting decided on re-electing the board members Håkan Svanberg, Johan Bergdahl, Thomas Eklund, Sara Brandt, Ulrika Valassi and Jean-Yves Pariot and to new-elect Heinz-Juergen Bertram. The Annual General Meeting decided to elect Håkan Svanberg as Chairman of the Board.
The Annual General Meeting decided to new-elect Deloitte AB with Maria Ekelund as principal auditor for the period until the end of the Annual General Meeting of 2024.
Principles for the appointment of a nomination committee
The Annual General Meeting decided to adopt principles for the appointment of a nomination committee meaning mainly that the three (3) largest shareholders of the company per September 30th have the right to appoint a member to the nomination committee.
Authorization for the Board of Directors to resolve on the issue of shares
The Annual General Meeting decided to authorize the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, decide to increase the company's share capital by a maximum of 17 636 878 shares through a new issue of shares. The Board shall be able to decide on the issue of shares with deviation from the shareholders' preferential rights and/or with a provision on non-cash, set-off or otherwise with conditions in accordance with Chapter 2, § 5, second paragraph 1-3 and 5 of the Companies Act.
The issues shall take place on market terms, subject to a market issue discount where applicable. The Board of Directors shall have the right to determine the terms and conditions for other issues in accordance with this authorization and who shall have the right to subscribe for the shares. The reason for the Board being able to make a decision on a share issue with deviation from shareholders' preferential rights and/or with a provision on non-cash and set-off issue or otherwise with conditions as above is that the company should be able to issue shares in order to enable financing of the business and/or acquisition of all or part of companies, operations and/or product and trademark rights.
An english translation of the 2022 Annual Report can be found on our website www.swedencare.com