Announcement from the Annual General Meeting in Handicare Group AB (publ)

At Handicare’s Annual General Meeting, held today on 6 May 2020 in Stockholm, the following principal resolutions were passed.

Resolution regarding the adoption of the income statement and balance sheet and the consolidated income statement and balance sheet; resolution regarding allocation of profit in accordance with the adopted balance sheet; resolution regarding the discharge from liability for the members of the Board of Directors and the CEO

The Annual General Meeting resolved to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet, and resolved to carry forward the earnings of in aggregate EUR 276.3 million at the disposal of the Annual General Meeting. The Annual General Meeting further resolved to discharge the members of the Board of Directors and the CEO from liability for their management of the company’s affairs during the financial year 2019.

Determination of remuneration to the Board of Directors and the auditors

The Annual General Meeting resolved in accordance with the proposal of the Nomination Committee that remuneration for members of the Board of Directors not receiving a salary from the company shall be SEK 180,000, the remuneration to the Chairman of the Board of Directors shall be SEK 450,000, the remuneration to the Chairman of the Audit Committee shall be SEK 100,000, the remuneration to a member of the Audit Committee shall be SEK 50,000, the remuneration to the Chairman of the Remuneration Committee shall be SEK 50,000 and that the remuneration to a member of the Remuneration Committee shall be SEK 25,000.

The Annual General Meeting resolved in accordance with the proposal of the Nomination Committee that remuneration to the company’s auditor shall be paid in accordance with approved invoices.

Election of the members of the Board of Directors and the Chairman of the Board of Directors, and auditors

The Annual General Meeting resolved in accordance with the proposal of the Nomination Committee that the number of members of the Board of Directors shall be seven (7) and to re-elect the members of the Board of Directors Lars Marcher, Joakim Andreasson, Jonas Arlebäck, Maria Carell, Johan Ek, Christina Lindstedt and Claes Magnus Åkesson. It was further resolved in accordance with the proposal of the Nomination Committee to elect Lars Marcher as the Chairman of the Board of Directors.

The Annual General Meeting further resolved in accordance with the proposal of the Nomination Committee regarding election of auditor, entailing re-election of Ernst & Young AB, with the authorised public accountant Stefan Andersson-Berglund as the Auditor-in-Charge, until the end of the 2021 Annual General Meeting.

Resolution regarding remuneration guidelines for the group management

The Annual General Meeting resolved to adopt the proposal of the Board of Directors on remuneration guidelines for the group management.

Resolution regarding adoption of a long-term incentive program through (A) directed issue of warrants and (B) approval of transfer of warrants

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors to adopt an incentive programme for senior executives of the group. The purpose of the incentive program is to attract, motivate and retain key employees within the group by providing them the opportunity to obtain a remuneration related to and dependent on the increase in value which to they contribute. The programme entails that not more than 1,198,370 warrants are issued to Handicare Group AB (publ) to subsequently be transferred to the participants in the programme. Transfer of warrants shall occur at market value at the time of the transfer and allotment shall be effected pursuant to the principles stated in the proposal of the Board of Directors.

Subscription for shares by exercise of the warrants may occur during the period as from 15 May 2023 up to and including 17 June 2023. The subscription price shall as a starting point correspond to 126.0 percent of the volume-weighted average of Handicare’s closing price 10 trading days following the Annual General Meeting on 6 May 2020, but may not be lower than the quotient value of the share. A participant shall as part of the incentive programme be entitled to receive a subsidy from the group amounting to 50 percent of the amount that a participant in the incentive programme shall pay for the warrants. The maximum dilution effect of the programme is approximately 2.0 percent.

Further information on the resolutions passed at the Annual General Meeting will be included in the minutes and is available at the company’s website, www.handicaregroup.com.

 

For further information, please contact:

Pernilla Lindén, CFO & IR

Phone: +46 708 775 832

The information was submitted for publication, through the agency of the contact person above, on 6 May 2020 at 14:45 CET.

 

About Handicare

Handicare offers solutions to increase the independence of disabled or elderly people, and to facilitate for their care providers and family. The offering encompasses a comprehensive range of curved and straight stairlifts, transfer, lifting and repositioning aids and vehicle adaptations. Handicare is a global company with sales in more than 40 countries and is one of the market leaders in this field. The head office is in Stockholm, Sweden and manufacturing and assembly is located at four sites distributed across North America, Asia and Europe. In the twelve-month period to March 2020, revenue amounted to MEUR 265 and the adjusted EBITA margin was 7.6%. Employees amounted to 1,034 and the share is listed on Nasdaq Stockholm. For more information, www.handicaregroup.com.

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