STOCKHOLM, May 7, 2020 /PRNewswire/ -- TF Bank AB (publ)
held its Annual General Meeting today. The Annual General Meeting
resolved in accordance with all proposals of the Board and the
Nomination Committee.
Balance sheets and income statements
The balance sheets and income statements for the fiscal year 2019
was adopted.
Dividend
The Annual General Meeting resolved that the 659,019,908 SEK at the disposal of the Annual
General Meeting should be balanced into new accounts.
Board of directors and CEO
CEO and the Board of Directors were discharged from liability for
the fiscal year 2019.
The Annual General Meeting resolved, for the period up to the
end of the next Annual General Meeting 2021, to reelect
John Brehmer, Bertil Larsson, Tone Bjørnov, Charlotta
Björnberg-Paul and Mari Thjømøe, as well as new election of
Sara Mindus as members of the Board
of Directors.
John Brehmer was elected as
Chairman of the Board.
CEO Mattias Carlsson 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: SEK 600,000 to
the Chairman of the Board of Directors, SEK
300,000 to other Board members, SEK
100,000 to the Chairman of the audit committee of the Board
of Directors, SEK 50,000 to other
members of the audit committee, SEK
50,000 to the Chairman of the remuneration committee of the
Board of Directors, SEK 30,000 to
other members of the remuneration committee.
Auditor
The Annual General Meeting resolved to re-elect
PricewaterhouseCoopers AB as the registered auditing firm, with
Authorized Public Accountant Martin By as auditor-in-charge, for
the period until the end of the Annual General Meeting 2021.
Instructions to the Nomination Committee
The Annual General Meeting resolved not to make any changes in the
current principles for the appointment of the nomination committee.
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
The Annual General Meeting resolved on the guidelines for
remuneration of the Executive Management in accordance with
the proposal from the Board of Directors.
Authorization for the board of directors to decides 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 2020.
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 Annual General Meeting 2021.
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 first paragraph of
§ 9 of the articles of association regarding shareholders right to
participate in general meeting, in accordance with the below:
§ 9 Shareholders' right to participate in general
meetings
Shareholders, who want to participate in a general meeting,
shall notify the company not later than on the day stated in the
notice convening the general meeting. This day should not be a
Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas
Eve or New Year's Eve and may not fall earlier than on the fifth
non-Sunday preceding the general meeting.
A shareholder may bring one or two assistants to the general
meeting, provided, however, that the shareholder has notified the
company thereof in accordance with the previous paragraph.
TF Bank AB (publ)
The board of directors
For further information, please contact:
Mikael Meomuttel, CFO 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, through the agency
of the contact person set out above, on 7
May 2020 at 16.30 CET.
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. From 2020 the operations are divided into three segments:
Consumer Lending, Ecommerce Solutions and Credit Cards.
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/tf-bank-ab--publ-/r/summary-from-tf-bank-ab-s-annual-general-meeting-7-may-2020,c3106635
The following files are available for download:
https://mb.cision.com/Main/13973/3106635/1243901.pdf
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