The Annual General Meeting of Scandinavian Enviro Systems AB (publ) was held on May 20, 2021
Communique from the Enviro AGM
Due to the risk of the spread of COVID-19 and the authorities’ regulations/advice on avoiding gatherings, the general meeting was held without physical presence, by shareholders exercising their voting rights only by postal voting.
The Annual General Meeting included the adoption of the resolutions set out below.
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 2020. 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 125,157 will be carried over to next year’s accounts, and no dividends will be paid out for 2020. The Annual General Meeting also discharged the board of directors and the chief executive officer of liability for 2020.
The Annual General Meeting adopted a resolution that the board should consist of seven 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.
- Jan Bruzelius (re-elected)
- Nina Macpherson (re-elected)
- Peter Möller (re-elected)
- Björn Olausson (re-elected)
- Stefan Tilk (re-elected)
- Sander Vermeulen (re-elected)
The accounting firm PricewaterhouseCoopers AB was re-elected auditor with certified public 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 875,000, of which SEK 250,000 will be paid to the chairman of the board and SEK 125,000 to the other board directors, except to Sander Vermeulen, who has declined his board fee, and a fee to the auditor as specified in the approved invoice.
The AGM resolved, in accordance with the proposal of the Board of Directors, to adopt new articles of association. The adjustments in the Articles of Association have mainly been made in the light of changes in law and to enable the Board of Directors to collect proxies and to resolve that the shareholders should be able to exercise their voting rights by postal voting prior a General Meeting.
The Annual General Meeting also decided, unanimously, as proposed by the nomination committee, to adopt the principles for the constitution of the nomination committee.
The AGM resolved, in accordance with the proposal of the Board of Directors’, to implement an incentive program (LTI 2021) for management and key employees.
The AGM resolved, in accordance with the proposal of the Nomination Committee, to implement an incentive program (LTI 2021).
The Annual General Meeting also decided to adopt principles for fees to members of the board. In case a, by the General Meeting appointed, member of the board is conducting work on behalf of the company aside of the assignment of being a board member, an agreement is to be made at market conditions and a fee can be determined by a decision by the board. The board is to conduct a review of this kind of agreements on a yearly basis.
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.
At the Annual General Meeting approx. 22 per cent of the number of votes were represented by postal votes.
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.