Report from Bravida Holding AB (publ)’s annual general meeting on 24 April 2020

At the annual general meeting in Bravida Holding AB (publ) in Stockholm today, the shareholders resolved upon the following:

Adoption of income statements and balance sheets, allocation of the company’s result and discharge from liability
The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet in the annual report for the financial year 2019. The annual general meeting resolved, in accordance with the revised proposal of the board of directors, that no dividends shall be paid to the shareholders. It was also resolved that the profits from 2019 shall be distributed so that SEK 3,517,757,028 are transferred to the share premium reserve and SEK ‭925,866,870‬ shall be carried forward. The meeting also discharged the members of the board of directors and the managing director from liability for the financial year 2019. ‬‬‬‬‬‬

Election of board members, chairman of the board and auditor
The annual general meeting resolved, in accordance with the proposal of the nomination committee, that the number of board members shall be six with no deputy members and that the number of auditors shall be one with no deputy auditors. Fredrik Arp, Cecilia Daun Wennborg, Jan Johansson, Marie Nygren and Staffan Påhlsson were re-elected as board members and Karin Stålhandske was elected as a new board member. Fredrik Arp was re-elected as chairman of the board of directors. KPMG was re-elected as auditor.

Determination of fees for the board members and the auditor
The annual general meeting also resolved on fees to the board of directors in accordance with the revised proposal of the nomination committee. The fees to the board of directors shall without any amendment from the preceding year amount to maximum SEK 4,050,000, to be allocated as follows: SEK 1,150,000 to the chairman and SEK 450,000 to each of the other board members, SEK 180,000 to the chairman of the audit committee and SEK 100,000 to each of the other members of the audit committee, SEK 110,000 to the chairman of the remuneration committee and SEK 80,000 to each of the other members of the remuneration committee. Fees to the auditor shall be paid against approved accounts.

Remuneration guidelines for the management
The annual general meeting approved the proposal of the board of directors regarding guidelines for remuneration to the management.

Amendment of the Articles of Association 
The annual general meeting resolved, in accordance with the proposal of the board of directors, to amend 1, 8 and 11 §§ of the Articles of Association. The amendments were made to reflect certain regulatory changes that have occurred in 1 and 11 §§ and to rephrase 8 § without any factual change. 

Authorization to repurchase and transfer shares
The annual general meeting resolved, in accordance with the proposal of the board of directors, to authorize the board of directors to resolve to repurchase, on one or several occasions until the next annual general meeting, as many own shares as may be purchased without the company’s holding at any time exceeding 10 percent of the total number of shares in the company. Further, it was resolved to authorize the board of directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares.

The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the company and to enable the board of directors to finance acquisitions with own shares. The purpose of the authorization to transfer own shares is to enable the board to finance acquisitions with own shares.

Authorization to issue new shares 
The annual general meeting resolved, in accordance with the proposal of the board of directors,  to authorize the board of directors to, on one or several occasions until the next annual general meeting, resolve to increase the company’s share capital by way of share issue to such extent that it corresponds to a dilution of maximum 10 percent, based on the number of shares that are outstanding at the time of the annual general meeting’s resolution on the authorisation, after full exercise of the authorisation. 

The purpose of the authorization to issue shares is to increase the company's financial flexibility as well as to enable the company’s payment with own shares in connection with any acquisitions of companies or businesses that the company may carry out.

Additional information from the annual general meeting
Complete proposals regarding the resolutions by the annual general meeting in accordance with the above are available at www.bravida.se/en. Minutes from the annual general meeting will be made available at www.bravida.se/en no later than two weeks after the annual general meeting.