Bilia’s Annual General Meeting 2016Gothenburg, Sweden, 2016-04-08 12:45 CEST --
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Dividend set at SEK 7.50 per share
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Board was elected and Chairman and public accounting firm re-elected
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Board of Directors authorised to resolve on directed issue of shares to Arnold Kontz
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Incentive programme instituted for issue of warrants
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Instructions to Nominating Committee issued
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Unchanged guidelines for remuneration to Group Management adopted
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Board given renewed mandate to resolve on buy-back/transfer of shares
Today’s Annual General Meeting passed the following resolutions, which are in line with what was presented in the notice convening the AGM:
Accounts and dividend
After adopting the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet, the AGM adopted the proposed cash dividend of SEK 7.50 per share (6.00). The record date was set at 12 April and the dividend is expected to be distributed through Euroclear on 15 April 2016. The remaining earnings were carried forward to a new account.
Discharge from liability and election of Board of Directors and public accounting firm
The AGM discharged the members of the Board and the Managing Director from liability for the financial year. The AGM resolved to re-elect: Ingrid Jonasson Blank, Anna Engebretsen, Jack Forsgren, Mats Holgerson, Gustav Lindner, Jan Pettersson, Mats Qviberg and Jon Risfelt and new election of Eva Cederbalk and Laila Freivalds. The AGM also re-elected Mats Qviberg as Chairman. After the meeting, the Board appointed Jan Pettersson as Deputy Chairman.
The AGM resolved the directors’ fees as follows: the Chairman of the Board and the Deputy Chairman receive SEK 320,000 each, other Board members receive SEK 200,000 each, the chairman of the Audit Committee receives SEK 75,000, the members of the Audit Committee receive SEK 35,000 each, the chairman of the Compensation Committee receives SEK 25,000 and the members of the Compensation Committee receive 10,000 each. Above is a fee increase of
SEK 20,000 per member and SEK 25,000 for the chairman of the Audit Committee and
SEK 10,000 per committee member.
KPMG AB was re-elected as the public accounting firm for the period up until the next AGM in 2017.
Issue of shares
The AGM authorised the Board of Directors to increase the company’s share capital and to give Société de Participations Financières Groupe Arnold Kontz the right to subscribe for new shares. Payment will be made for the new shares by offsetting of a claim on the company of
EUR 12,500,000. The claim will be converted to SEK and the exercise price will be set at 95% of the average price of the Bilia share during the period 18-22 April 2016. The background to the decision is an agreement where Bilia acquires Arnold Kontz’s BMW and MINI operation in Luxemburg, for which partial payment will be made with shares in Bilia.
Incentive programme
The Board of Directors resolved to institute an incentive programme (Warrant Programme 2016) by means of a directed issue of 140,000 warrants with the right to subscribe for an equal number of shares at market price. The warrants are being issued to the wholly owned subsidiary Bilia Incentive AB and will be offered to senior officers, other members of management and certain other employees.
Guidelines for remuneration to Group Management
Proposed guidelines for remuneration to the Group Management were adopted by the AGM. The guidelines are unchanged from last year.
Acquisition or transfer of own shares
The AGM authorised the Board of Directors to resolve to buy back the company’s own shares, whereby Bilia’s holding may never exceed 10 per cent of the total number of issued shares at any given time, and to resolve to transfer acquired shares, either as a means of payment in conjunction with an acquisition or by direct sale on the stock exchange.
Gothenburg, 8 april 2016
Bilia AB (publ)
For further information, please contact Per Avander, Managing Director and CEO, or
Gunnar Blomkvist, CFO, Bilia AB, tel. +46 31 709 55 00.
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