Announcement from the annual general meeting in Handicare Group AB (publ)

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 on a dividend of EUR 0.05 per share, with 10 May 2019 as record date. Payment of the dividend is estimated to occur around 17 May 2019. 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 2018.

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 director shall be seven (7) and on re-election of the members of the board of directors Lars Marcher, Joakim Andreasson, Jonas Arlebäck, Maria Carell, Johan Ek and Claes Magnus Åkesson, as well as to elect Christina Lindstedt as a new member of the board of directors. 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 2020 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 programme entails that not more than 1,211,804 warrants are issued to Handicare’s wholly-owned subsidiary Handicare AB 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 17 May 2022 up to and including 19 June 2022. 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 8 May 2019, 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.

For further information, please contact:

Rebecca Karlsson, Communication & Sustainability Director
Phone: +46 734 21 50 50
Email: ir@handicare.com

The information was submitted for publication, through the agency of the contact person above, on 8 May 2019 at 15:00 CET.

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PDF: Announcement from the annual general meeting in Handicare Group AB (publ) ("PDF")

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