HANZA Holding AB (publ), listed on Nasdaq Stockholm, has held its Annual General Meeting, where the following main decisions were made:
At the AGM, the Parent Company's and the Group's income statement and balance sheet for the financial year of 2019 were adopted. Further, the AGM resolved allocation of the Company's profit in accordance with the Board's amended proposal, whereby SEK 353,583,360 is carried forward, and no dividend is paid. The Board and the CEO were granted discharge for the financial year 2019.
According to the nomination committee's proposal, Francesco Franzé, Håkan Halén, Gerald Engström, Helene Richmond and Sofia Axelsson were re-elected as board members. Francesco Franzé was re-elected as Chairman of the Board. Gerald Engström was re-elected as deputy chairman.
The AGM resolved that remunerations for the time until the next annual general meeting shall amount to SEK 350,000 to the chairman and SEK 175,000 to each of the other board members whereby the total remuneration amounts to SEK 1,050,000. An additional remuneration shall be payable for work in the audit committee, where SEK 50,000 shall be payable to the chairman of the audit committee and SEK 25,000 to each of the other members of the audit committee. An additional remuneration shall be payable for work in the remuneration committee, where SEK 25,000 shall be payable to the chairman of the remuneration committee and SEK 12,500 to each of the other members of the remuneration committee.
The authorized auditing firm Ernst & Young AB was re-elected as the Company's auditor. Ernst & Young AB intends to elect the authorized public accountant Charlotte Holmstrand as auditor in charge.
The AGM decided on the principles for the appointment of the Nomination Committee in preparation for the Annual General Meeting 2021 and guidelines for the work of the Nomination Committee as proposed.
The AGM resolved, in accordance with the Board's proposal, to introduce a long-term incentive scheme (Incentive Scheme 2020/2023) for executives and key personnel of the company through the issue of a maximum of 1,000,000 warrants to the subsidiary HANZA AB, and the approval of the transfer of the warrants to management executives for market value consideration. Each warrant entitles the holder to subscription for one (1) share in the company at a subscription price of SEK 20 from 1 June 2023 to 30 September 2023.
In accordance with the Board's proposal, the AGM resolved to authorize the Board, on one or more occasions until the next AGM, to make a decision to increase the company's share capital by issuing shares, warrants and/or convertibles with a maximum of SEK 330,000, which corresponds to approximately 9.7 percent of the current share capital.
The AGM resolved to adopt a new article of association in accordance with the Board's proposal. The amendment entails that the wording §9 (Notification of intention to attend a general meeting) is adapted to future legislation.
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