Today, on 24 April 2019, the annual general meeting of Nordic Waterproofing Holding A/S (the "Company") was held at Radisson Blu Metropol Hotel, Carl Krooks gata 16 in Helsingborg, Sweden.
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 2018.
3. Appropriation of profit or settlement of loss pursuant to the adopted annual report
The meeting approved the boards proposal for appropriation of profit and the distribution of an amount of SEK 96,335,740 to the shareholders as dividends. The record date for the dividend is Friday 26 April 2019 and the expected payment date is Thursday 2 May 2019.
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 Allan Jørgensen, Riitta Palomäki, Mats O. Paulsson and Kristina Willgård as members of the board of directors, and to elect Steffen Baungaard as new member of the board of directors for the period until the close of the next annual general meeting.
Steffen Baungaard, born 1967, is Group CEO & President of HusCompagniet, and Member of the Board of Directors of Arkil Holding A/S, Carl Ras A/S, and M.B. Packaging.
Please see www.nordicwaterproofing.com for more information about the new member.
Following the resolution of the annual general meeting, the board of directors of the Company is composed by Ulf Gundemark, Allan Jørgensen, Riitta Palomäki, Mats O. Paulsson, Kristina Willgård and Steffen Baungaard.
6. Election of auditor and determination of the remuneration for the auditor
The meeting resolved to approve the nomination committee's proposal to elect Deloitte 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 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 ten (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.
7.2 Resolution to authorize the board of directors to resolve to establish a Long Term Incentive Program 2019
7.3 Resolution to authorize the board of directors to transfer treasury shares to the persons eligible to participate in the Long Term Incentive Program 2019
The meeting resolved to authorize the board of directors to transfer a maximum of 123,085 treasury shares to the participants in LTIP 2019 in accordance with the terms and conditions set out in the proposal as reflected in the notice to convene the annual general meeting.
7.4 Resolution to approve the remuneration of the board of directors for the financial year 2019
The meeting approved the nomination committee's proposal for remuneration to the board of directors for the financial year 2019, whereby the remuneration to the chairman (SEK 500,000) and each individual board member (SEK 275,000) is unchanged compared to 2018, and whereby the remuneration to the chairman (SEK 100,000) and each individual member (SEK 50,000) of the audit committee is also unchanged compared to 2018. In addition, remuneration to the chairman (SEK 50,000) and the other member (SEK 25,000) of the remuneration committee is introduced from 2019 regarding the work in the remuneration committee.
7.5 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, 5.2 and 5.3 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, 24 April 2019
Board of directors of Nordic Waterproofing Holding A/S
This information was submitted for publication, through the contact person set out below, on 24 April 2019, at 1.15 p.m. CEST.
This information was distributed by Cision http://www.cisionwire.se/