STOCKHOLM, May 4, 2021 /PRNewswire/ -- TF Bank AB (publ)
has today, 4 May 2021, held its
Annual General Meeting. The Annual General Meeting resolved in
accordance with all proposals of the Board and the Nomination
Committee. Due to the covid-19-pandemic and the restrictions that
have been introduced to limit the spread of infection, the Annual
General Meeting was conducted by postal voting in advance, without
physical participation.
Balance sheets and income statements
The balance sheets and income statements for the fiscal year
2020 was adopted.
Dividend
The Annual General Meeting resolved on a dividend of 21,500
TSEK, corresponding to SEK 1.00 per
share, and with 6 May 2021 as record
date. It was further resolved that 891,943 TSEK should be balanced
into new accounts.
Board of directors
CEO and the Board of Directors were discharged from liability
for the fiscal year 2020.
The Annual General Meeting resolved, for the period up to the
end of the next Annual General Meeting, to reelect John Brehmer, Bertil
Larsson, Sara Mindus,
Charlotta Björnberg-Paul and Mari Thjømøe, as well as new election
of Michael Lindengren as members of
the Board of Directors.
John Brehmer was elected as
Chairman of the Board.
Tone Bjørnov was dismissed from the Board of Directors.
Fees to the Board of Directors
The Annual General Meeting resolved on the following fees to the
Board of Directors: 700,000 SEK to
the Chairman of the Board of Directors, 350,000 SEK to each of the other members of the
Board of Directors, 100,000 SEK to
the Chairman and 50,000 to each of the other members of the audit
committee, 50,000 SEK to the Chairman
and 30,000 to each of the other members of the remuneration
committee, as well as 100,000 SEK to
the Chairman and 50,000 SEK to each
of the other members of the newly established risk- and compliance
committee.
Auditor
The Annual General Meeting resolved on the new-election KPMG AB
as the registered auditing firm, with Authorized Public Accountant
Dan Beitner as auditor-in-charge, for the period until the end of
the next Annual General Meeting.
Instructions to the Nomination Committee
The Annual General Meeting resolved to adopt the proposed
principles for the appointment of the nomination committee, which
in all material respects were unchanged since the previous year.
Furthermore, the Annual General Meeting resolved that the adopted
principles shall apply until a new resolution regarding changing
the procedure for nominating the Nomination Committee is passed by
the General Meeting.
Guidelines for remuneration of the Executive Management and
Remuneration Report
The Annual General Meeting resolved on the guidelines for
remuneration of the Executive Management in accordance with
the proposal from the Board of Directors and approved the Board of
Directors' Remuneration Report.
Authorization for the board of directors to decide on new share
issues
The Annual General Meeting resolved to authorize the Board, on
one or more occasions, to decide on new share issues, with or
without deviation from shareholders' preferential rights, until the
next Annual General Meeting.
Payment can, in addition to cash consideration, be made by way
of non-cash consideration or by set-off or by other conditions. If
the Board of Directors decides to issue new shares with deviation
from the shareholders' preferential rights, the reason for this
shall be to provide the company with new owners of strategic
importance to the company or in order to implement an acquisition
agreement, or alternatively to procure capital for such
acquisitions.
The number of shares issued pursuant to the authorization may
not exceed an increase of twenty (20) percent of the share capital
based on the share capital of the company at the time of the Annual
General Meeting.
Resolution to adopt share programme
The Annual General Meeting resolved to adopt a Share programme
2021 in accordance with the Board of Directors' proposal. The
programme has a three year duration and means that senior
executives, certain other directors, key persons and specialists
(in aggregate up to 25 persons), conditional upon that that certain
terms are met, may receive up to 62,000 shares in TF Bank provided
that they have acquired a corresponding number of shares.
Authorization for the Board of Directors to decide on the
acquisition and transfer of own shares
The Annual General Meeting resolved to authorize the Board of
Directors, to decide on the acquisition and transfer of own shares
on or outside Nasdaq Stockholm or in accordance with an offer made
to all shareholders. The authorization may be exercised on one or
more occasions until the next Annual General Meeting.
The purpose of the proposal is to give the board increased scope
for action and the opportunity to continuously adapt the company's
capital structure, thereby contributing to increased shareholder
value and to capture attractive business opportunities by fully or
partially financing corporate acquisitions with own shares and to
secure social security contributions under the incentive
program.
A maximum of so many shares may be acquired that the company's
holdings, including shares that have otherwise been acquired and
held, will not exceed five (5) percent of all shares in the
company. Transfer in accordance with the authorization may be made
of all own shares held by the company at the time of the Board's
decision.
Amendment of the articles of association
The Annual General Meeting resolved to amend the articles of
association in accordance with the board of directors' proposal,
with the purpose of, i.a., facilitating postal voting at
future general meetings. The articles of association were also
adopted to amendments in laws.
TF Bank AB (publ)
The Board of Directors
For further information, please contact:
Mikael Meomuttel, CFO, deputy CEO and Head of Investor Relations
+46 (0)70 626 95 33.
Please note – this is an unofficial translation of the Swedish
original.
The information was provided for publication on 4 May 2021 at 13:30
CEST.
TF Bank in brief
TF Bank was founded 1987 and is an internet-based niche bank
offering consumer banking services and e-commerce solutions through
a proprietary IT platform with a high degree of automation. Deposit
and lending activities are conducted in Sweden, Finland, Norway, Denmark, Estonia, Latvia, Lithuania, Poland, Germany and Austria through branch or cross-border
banking. The operations are divided into three segments: Consumer
Lending, Ecommerce Solutions and Credit Cards. TF Bank is listed on
Nasdaq Stockholm.
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