Annual General Meeting 2016
The Annual General Meeting (“AGM”) of FM Mattsson Mora Group AB (the “Company” or “FM Mattsson Mora”) was held on 12 May 2016 in Mora, Sweden. The shareholders resolved to approve all of the motions presented by the Board of Directors and the Nomination Committee. The resolutions passed are presented below.
Adoption of income statement and balance sheet
The AGM resolved to adopt the income statement and balance sheet of the Company as well as the consolidated income statement and consolidated balance sheet for the 2015 financial year.
Appropriation of profits
The AGM approved a dividend of SEK 3.00 per share (unchanged compared with the preceding year) and an extra dividend of SEK 5.00 per share. 16 May 2016 was approved as the record date for dividends. Dividends are expected to be paid by Euroclear Sweden AB on 19 May 2016.
Discharge from liability
The AGM resolved to discharge the members of the Board and the CEO from liability for the 2015 financial year.
Election of Board members and auditor and resolution on fees
The AGM resolved, in accordance with the motion of the Nomination Committee, that the fees to Board members elected by the AGM be paid as follows: SEK 210,000 to the Chairman of the Board and SEK 145,000 each to the other Board members elected by the AGM. It was also resolved that fees to the Audit Committee be paid as follows: SEK 40,000 to the Chairman of the committee and SEK 25,000 to the other members of the committee. The AGM also resolved that the members of the Remuneration Committee would receive a fee of SEK 5,000 per meeting. It was resolved that auditors’ fees would be paid in accordance with approved invoices.
The AGM also resolved, in accordance with the Nomination Committee’s proposal, that the Company’s Board was to comprise seven members elected by the AGM. The AGM resolved to re-elect Johnny Alvarsson, Lars Erik Blom, Erik Eriksson, Christer Lenner, Lotta Lundén and Hans Åke Norås, and to elect Anna Stålenbring as a new Board member. Johnny Alvarsson was re-elected as the Chairman of the Board.
The AGM also resolved to reappoint the registered accounting firm KPMG AB as the Company’s auditor, with Authorised Public Accountant Helena Arvidsson Älgne as Auditor in Charge.
Guidelines for remuneration of senior executives and Board members for work not related to the Board
The AGM resolved to adopt the guidelines for remuneration of senior executives and Board members for work not related to the Board in accordance with the Board’s motion.
Principles for appointing a Nomination Committee
The AGM resolved to adopt new principles for appointing a Nomination Committee in accordance with the Nomination Committee’s motion.
Authorisation of the Board to decide on new share issues
The AGM resolved, in accordance with the Board’s motion, to authorise the Board of Directors on one or more occasions up to the next AGM to decide on the new issue of a maximum of 3,000,000 Class B shares disapplying the preferential rights of the Company’s shareholders. According to this resolution, the Board’s decisions on such matters are subject to the condition that payment for the subscribed shares could take the form of the offsetting of debt or cash-in-kind. The authorisation was to be exercisable for the new issue of a maximum of 2,000,000 shares for implementation of the listing of the Company’s shares and for the new issue of a maximum of 1,000,000 shares for the acquisition of companies