Shareholders meeting 2019

Annual general meeting 2019 in Proact IT Group AB (publ)

The Annual General Meeting of Proact IT Group AB (publ) was held on 9 May 2019 as stated in the notice to attend.

The following decisions were made at the Annual General Meeting:

  • The income statement and balance sheet, and the consolidated income statement and consolidated balance sheet were approved and adopted.
  • Establishment of a proposed dividend of SEK 4.15 per share, record date 13 May and payment from Euroclear Sweden AB on 16 May 2019.
  • The Board of Directors and Managing Director were granted discharge from liability for the 2018 business year.
  • A decision was made for the Board to consist of five regular members and no deputies.
  • Remuneration payable to the Board of Directors was set at a total of SEK 1 665 000, with distribution of SEK 525 000 to the Chairman and SEK 210 000 each to other members. A total of SEK 300 000 will be payable for committee work.
  • Remuneration to the auditors will be paid in accordance with an approved invoice.
  • The following Board members were re-elected:
    • Eva Elmstedt (Chairman)
    • Anders Thulin
    • Thomas Thuresson
    • Martin Gren
    • Annikki Schaeferdiek
  • PricewaterhouseCoopers AB was elected as auditor until the end of the 2020 Annual General Meeting.
  • Establishment of principles for remuneration to senior officers and other terms of employment for the same.
  • It was decided, with requisite majority, to implement the performance share plan in accordance with the Board’s proposal. The plan is designed to drive profitability and growth, and comprises approximately 17 persons consisting of the CEO (the President), the Group Management and additional key employees of the company. To participate in the plan, a personal investment in Proact shares is required. After the vesting period of three years, the participants will be allocated shares in Proact free of charge, provided that performance targets related to earnings per share and net sales have been achieved and certain other conditions are met. It was also decided, with requisite majority, that in the case of share allocation to the participants in the plan, a maximum of 40,000 of Proact's own shares may be transferred to the participants.
  • Establishment of principles for the appointment of a nomination committee for the 2020 Annual General Meeting.
  • It was decided, with requisite majority, to authorize the Board to issue new shares in accordance with the Board's proposal. It was noted that payment by set-off shall only be made in connection with acquisitions.
  • It was decided, with requisite majority, to authorize the Board to acquire and transfer the company's own shares in accordance with the Board's proposal. In addition, the Board can only buy back shares in such numbers that the repurchased shares together with any new shares issued under the authority decided, shall not totalling no more than 10 percent of the currently outstanding number of shares. It was noted that payment by set-off shall only be made in connection with acquisitions, the company cannot sell its own shares on Nasdaq Stockholm.

Eva Elmstedt, Chairman of the company, acted as Chairman at the Annual General Meeting.

 

For further information please visit the Swedish website.