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Nordic Waterproofing

Nordic Waterproofing

Bulletin from the annual general meeting of Nordic Waterproofing Holding A/S

13:00 / 27 April 2017 Nordic Waterproofing Press release

Nordic Waterproofing Holding A/S (the "Company") has today held its annual general meeting in Stockholm, Sweden.

Pursuant to the Swedish Corporate Governance Code, the nomination committee had proposed that Ulf Gundemark be appointed chairman of the general meeting. Accordingly, the board of directors had in accordance with the articles of association appointed Ulf Gundemark as chairman of the general meeting.

1. The board of directors' report on the Company's activities in the past financial year
The meeting took note of the board of directors' report on the Company's activities in the past financial year.

2. Presentation and adoption of the annual report, including determination of the remuneration for the board of directors
The meeting approved the annual report, including the remuneration for the board of directors for the financial year 2016.

3. Appropriation of profit or settlement of loss pursuant to the adopted annual report
The meeting approved the distribution of an amount of SEK 90,314,756 to the shareholders as dividends.

4. Resolution to grant discharge of liability to members of the board of directors and the executive management
The meeting granted discharge of liability to members of the board of directors and the executive management.

5. Election of members to the board of directors
The meeting resolved to approve the nomination committee's proposal to re-elect Ulf Gundemark as chairman of the board of directors, to re-elect Povl Christian Lütken Frigast, Jørgen Jensen and Riitta Palomäki as members of the board of directors, and to elect Mats O. Paulsson and Kristina Willgård as new members of the board of directors for the period until the close of the next annual general meeting.

Mats O. Paulsson, born 1958, is a member of the boards of Acando AB, BTH Bygg AB, AB Bösarps Grus & Torrbruk AB and WinGroup AG.

Kristina Willgård, born 1965, is CEO of AddLife AB, Chairman of the board of AddLife Development AB, member of the board of Mediplast AB, Serneke Group AB and assignments as board member and partner in Willgård AB.

Please see www.nordicwaterproofing.com for more information about the new members.

Following the resolution of the annual general meeting, the board of directors of the Company is composed by Ulf Gundemark, Povl Christian Lütken Frigast, Jørgen Jensen, Riitta Palomäki, Mats O. Paulsson and Kristina Willgård.

6. Election of auditor and determination of the remuneration for the auditor
The meeting resolved to approve the nomination committee's proposal to re-elect PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as the Company's auditor, as well as the proposed remuneration for the auditor.

7. Proposals from the board of directors and shareholders

7.1 Resolution to adopt updated general guidelines for incentive-based remuneration
The meeting approved the draft updated general guidelines for incentive-based remuneration to the board of directors and the executive management and the resulting changes to article 16.1 of the articles of association.

The updated general guidelines and the updated articles of association are available at www.nordicwaterproofing.com under "Corporate Governance".

7.2 Resolution to authorize the board of directors to acquire treasury shares
The meeting granted an authorization until the next annual general meeting for the board of directors to acquire the Company's own shares for up to 10 per cent of the Company's share capital at any time, provided that the acquisition, in accordance with the Danish Companies Act section 197, can be financed by the funds that may be distributed as ordinary dividends. Acquisitions shall be made on Nasdaq Stockholm and at a price per share contained within the at each time prevailing price interval for the share. Payment for the shares shall be made in cash.

7.3 Resolution to authorize the board of directors to resolve to establish a Long Term Incentive Program 2017
The meeting authorized the board of directors to resolve to establish the LTIP 2017 principally based on the terms and conditions set out in the proposal as reflected in the notice to convene the annual general meeting.

7.4 Resolution to authorize the board of directors to transfer treasury shares to the persons eligible to participate in the Long Term Incentive Program 2017
The meeting resolved to authorize the transfer of treasury shares to the participants in LTIP 2017 in accordance with the terms and conditions set out in the proposal as reflected in the notice to convene the annual general meeting.

7.5 Resolution to approve the remuneration of the board of directors for the financial year 2017
The meeting approved the nomination committee's proposal for remuneration to the board of directors for the financial year 2017 whereby the remuneration to the chairman and each individual board member is unchanged compared to 2016, and whereby the remuneration to the chairman and each individual member of the Audit Committee is also unchanged compared to 2016.

7.6 Resolution to authorize the board of directors to increase the share capital of the Company
The meeting approved the renewal of the authorizations to increase the share capital granted to the board of directors under article 5 of the articles of association and the resulting changes to articles 5.1 and 5.2 of the articles of association.

The updated articles of association are available at www.nordicwaterproofing.com under "Corporate Governance".

8. Authorization to the chairman of the general meeting
The meeting authorized the chairman of the general meeting to make such minor alterations, amendments or additions to the resolutions passed by the general meeting and the application for registration of the resolutions to be filed with the Danish Business Authority (Dk. Erhvervsstyrelsen) as the Authority may require for registration.

Vejen, 27 April 2017

Board of directors of Nordic Waterproofing Holding A/S

This information was submitted for publication, through the contact person set out below, on 27 April 2017, at 1.00 p.m. CET. 

Nordic Waterproofing is one of the leading providers in the waterproofing market in northern Europe. The Company provides high-quality products and solutions for waterproofing in Sweden, Finland, Denmark, Norway, Belgium, the Netherlands, Poland, the United Kingdom and Germany. Nordic Waterproofing also provides installation services through wholly-owned subsidiaries in Finland, and through part-owned franchise companies in Denmark. The Company markets its products and solutions under nine brands, all with an extensive heritage, most of which are among the most established and well-recognized brands in waterproofing in their respective markets, such as Mataki, Trebolit, Phønix Tag Materialer, Kerabit, Nortett and SealEco. Nordic Waterproofing is listed in the Mid Cap segment on Nasdaq Stockholm with the stock ticker NWG.

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