At today’s Annual General Meeting (AGM) of MilDef Group AB (publ), the following was resolved.
Presentation and adoption of accounts and discharge from liability
The AGM noted that the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report for the group for the financial year 2022 had been duly presented, and adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
The AGM discharged the members of the Board of Directors and the CEO from liability for the financial year 2022.
The AGM resolved in accordance with the Board’s proposal that no dividend shall be paid for the financial year 2022.
Board of Directors, auditors and fees
The number of board members shall be seven with no deputies. Re-election of board members Jan Andersson, Charlotte Darth, Christian Hammenborn, Lennart Pihl and Marianne Trolle and new election of Björn Karlsson and Bengt-Arne Molin. Berndt Grundevik has declined re-election. New election of Björn Karlsson as Chair of the Board. Fees to the Board of Directors shall be paid with a total amount of SEK 1,850,000 (including remuneration for committee work).
New election of the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditor for a term of one year with Eric Salander as auditor in charge. The auditors shall be remunerated according to current account.
At the subsequent statutory board meeting, Björn Karlsson (Chair) and Jan Andersson were elected as members of the Remuneration Committee for the period until the next statutory board meeting. For the same period, Lennart Pihl (Chair), Charlotte Darth and Christian Hammenborn were elected as members of the Audit Committee.
The AGM resolved to approve the Board’s report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act for the financial year 2022.
Authorization for the Board to resolve on new issues of shares
The AGM authorized the Board to, on one or several occasions during the period up until the next AGM, with or without deviation from the shareholders’ preferential rights, resolve on new issues of shares. The authorization also includes the right to resolve on new issues of shares with terms concerning issues in kind, offset rights or other terms stated in the Swedish Companies Act. Through decision by virtue of the authorization the total number of shares may increase with a number corresponding to maximum ten (10) percent of outstanding shares in the company at the time the Board first uses such authorization. The total number of shares covered by such new issues of shares shall be within the limits of the share capital as stated in the Articles of Association. The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights according to above, is to ensure financing of acquisitions of companies or businesses or to strengthen the company’s capital base and equity ratio. In case of deviation from the shareholders’ preferential rights, issues by virtue of the authorization shall be made on market conditions. The Board is also authorized to, subject to the terms above, resolve on other terms that the Board deems necessary to carry out such issues of shares.
DOCUMENTS FOR DOWNLOAD
|PDF for download
|Minutes Annual General Meeting 25 May 2023 (in swedish only)
|Resolutions Annual General Meeting MilDef Group AB 2023
|Notice to the Annual General Meeting of MilDef Group AB (publ)
|The Nomination Committee’s proposals for the Annual General Meeting 2023 in MilDef Group AB (publ)
|Proxy AGM 2023
|Corporate Governance Report
|The Boards proposal to authorize the Board to resolve on new issues of shares
|Auditors’ Statement Swedish Companies Act Chapter 8 Section 54