Green Landscaping Group AB (publ) has held its annual general meeting on Wednesday 19 May 2021. Due to the continued spread of the coronavirus and the authorities' regulations/advice on avoiding public gatherings, the annual general meeting was held only by postal voting and thus without physical presence of shareholders, proxies or external parties. The following resolutions were resolved at the annual general meeting.
Adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet
The annual general meeting adopted the income statement and consolidated income statement as well as the balance sheet and the consolidated balance sheet for the financial year 2020.
Resolution in respect of the appropriation of the company's profit or loss
The annual general meeting approved the proposal of the board of directors that the company's accumulated profits of SEK 532,661,162 shall be carried forward in new account and that no dividends shall be paid for the financial year 2020.
Resolution on discharge from liability, re-election of board members and board fees
The annual general meeting resolved on discharge from liability for the members of the board of directors and the CEO for the financial year 2020.
The annual general meeting resolved that the board of directors shall consist of six board members. Per Sjöstrand, Johan Nordström, Monica Trolle, Staffan Salén, Åsa Källenius and Tomas Bergström were re-elected as board members for the period until the close of the next annual general meeting. Per Sjöstrand was re-elected as chairman of the board for the period until the close of the next annual general meeting.
The annual general meeting resolved that the fees payable to the board of directors for the period until the next annual general meeting shall amount to a total of SEK 750,000 out of which SEK 250,000 (unchanged) shall be paid to the chairman of the board of directors and SEK 125,000 (unchanged) to each of the other ordinary members not employed by the company. It was further resolved that fees of SEK 75,000 (unchanged) shall be paid to the chairman of the auditing committee during the period until the next annual general meeting. Other than that, no fees shall be payable to the members of the committees of the board of directors.
Election of auditor and determination of fees to the auditor
The annual general meeting elected the auditing firm Grant Thornton Sweden AB as auditor and resolved that the auditor shall be paid in accordance with approved invoices. Grant Thornton Sweden AB intends to appoint the Authorised Public Accountant Camilla Nilsson as auditor in charge.
Resolution regarding the approval of the board of directors' Remuneration Report 2020
The annual general meeting approved the board of directors' report according to Chapter 8, Section 53 a of the Swedish Companies Act on remuneration to executive management.
Resolution on the establishment of incentive program 2021/2024 through issue of warrants to subsidiary and approval of the transfer of warrants to employees
The annual general meeting resolved on the establishment of incentive program 2021/2024 through a directed issue of a maximum of 490,000 warrants of series 2021/2024 to the wholly owned subsidiary Green Landscaping Incentive AB. The annual general meeting further resolved on approving Green Landscaping Incentive AB to transfer a maximum of 490,000 warrants to the company's CEO and executive management, and the CEOs and certain other key employees in the company's subsidiaries, or otherwise dispose of the warrants to fulfill the commitments in connection with incentive program 2021/2024. Each warrant entitles the holder to subscribe for one (1) new share in the company. The subscription price of the share at the time of the utilisation of the warrant shall correspond to 120 per cent of the average volume weighted price paid for the company's share on Nasdaq Stockholm, during the period from 31 May 2021 up to and including 11 June 2021. The warrants can be exercised by notification of subscription for new shares during the period from 12 June 2024 up to and including 30 June 2024. Shares subscribed for by utilising the warrants will entitle to dividends for the first time on the record date occurring after the execution of the subscription.
Resolution on authorisation for the board of directors to increase the share capital
The annual general meeting resolved on an authorisation for the board of directors to, on one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve upon issuance of new shares and/or convertible bonds which entails issue of or conversion of new shares corresponding to a maximum of 10 per cent of the share capital in the company as of the day the board of directors first resolve on an issue in accordance with the authorisation.
The purpose of the authorisation and potential deviations from the shareholders' preferential rights is that new issues shall be made in a time effective manner in order to finance company acquisitions or investments in new or current operations.
Resolution on authorisation for the board of directors to acquire and transfer of own shares
The annual general meeting resolved on an authorisation for the board of directors, on one or more occasions during the period until the next annual general meeting, to acquire and/or transfer of own shares. Purchases may be made of as many shares that the company's holding does not exceed 10 per cent of all shares of the company. The shares may be used as full or partial payment in connection with the acquisition of a company or business.
The purpose of the authorisation is to enable the board of directors to adjust and improve the capital structure of the company in order to create increased shareholder value and to dispose of shares in connection with financing of any company and business acquisitions by paying all or part of the purchase price with the company's treasury 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.greenlandscapinggroup.se. Minutes from the annual general meeting will be made available on the website no later than two weeks after the annual general meeting.
The information was submitted, through the care of the following contact persons, for publication on 19 May 2021 at 15:30 CEST.