Communique from the Annual General Meeting at Scandinavian Enviro Systems AB (publ) held on May 3rd, 2018
N.B. The English text is an in-house translation of the original Swedish text. Should there be any disparities between the Swedish and the English text, the Swedish text shall prevail.
The business transacted at the Annual General Meeting of Scandinavian Enviro Systems AB (publ) on May 3rd, 2018 included the adoption of the resolutions set out below. The full proposal of the board of directors has been published and made available at the Company’s website www.envirosystems.se.
The Annual General Meeting approved the statements of income and financial position for the parent company and the consolidated statements of income and financial position for Fiscal Year 2017. Moreover, the board of directors’ allocation proposal for the Company’s results as set out in the adopted statement of financial position means that the Company’s unrestricted equity of KSEK 109,862 will be carried over to next year's accounts, and no dividends will be paid out for 2017. The Annual General Meeting also discharged the board of directors and the chief executive officer of liability for 2017.
The Annual General Meeting adopted a resolution that the board should consist of five full members without alternates until the end of next annual general meeting. The following directors were elected to the board:
Alf Blomqvist (re-elected), also elected chairman of the board.
Lennart Persson (re-elected)
Stefan Tilk (re-elected)
Peter Möller (re-elected)
Jan Bruzelius (newly elected)
Anders Ilstam has declined reelection as board member.
The accounting firm PricewaterhouseCoopers AB was re-elected auditor with authorised accountant Johan Palmgren re-elected as lead auditor. No auditor alternates were elected.
The Annual General Meeting approved payment of remuneration to the board of directors for the upcoming term of office in the amount of SEK 750,000, of which SEK 250,000 will be paid to the chairman of the board and SEK 125,000 to the other board directors and a fee to the auditor as specified in the approved invoice.
The Annual General Meeting also decided, unanimously, as proposed by the Board, to conduct the following changes in the articles of association:
The wording of item 4 is proposed to be changed from “The share capital shall be not lower than SEK 1,500,000 and not higher than SEK 6,000,000. The number of shares shall not be lower than 37,500,000 shares and not higher than 150,000,000 shares.” to “The share capital shall be not lower than SEK 3,000,000 and not higher than SEK 12,000,000. The number of shares shall not be lower than 75,000,000 shares and not higher than 300,000,000 shares.”
The Annual General Meeting finally decided, unanimously, as proposed by the Board, to authorise the Board – for the period until the next annual general meeting, in one or multiple cases, and with or without derogating from the shareholders’ preferential rights – to make decisions to issue new shares. Payment should be payable in cash, by fund transfers, by cancellation, or otherwise subject to other conditions. The Company's share capital may, based on this authorisation, be increased only by a maximum amount corresponding to a dilution of 20% of the share capital. Any derogation from the shareholders' preferential rights may take place to strengthen the Company's financial position and to enable acquisitions of companies or operations. Any new issue must, in derogating from the shareholders’ preferential rights, as for payments by fund transfers, take place on arm's length terms.
The Annual General Meeting was held at Hotel Kusten in Gothenburg and approx. 12% of the number of votes were represented in person and by proxy.
For complete details about the decisions that were made at the Annual General Meeting, please refer to www.envirosystems.se where the documentation related to the Annual General Meeting can be downloaded.
For more information, please contact
Thomas Sörensson, CEO, Tel: +46 (0)735-10 53 43, firstname.lastname@example.org
Urban Folcker, CFO, Tel: +46 (0) 760 00 13 11, email@example.com
Alf Blomqvist, Chairman of the Board, +46 (0) 733 149 700, firstname.lastname@example.org
Mangold Fondkommission AB, +46 8 503 01 550, is the Certified Adviser of Enviro at Nasdaq First North Stockholm.
Scandinavian Enviro Systems AB
SE-417 55 Gothenburg
This information is information that Scandinavian Enviro Systems AB (publ) is required to publish under the EU regulation on market abuse. The information is provided under the auspices of the contact person listed above for publication on May 4th 2018 at 08.20 CET.