Minutes kept at the Annual General Meeting of Latvian Forest Company AB (publ), org. 556789-0495, at 10.00, Monday, December 16, 2019 in Stockholm.
- opening of the Meeting and Election of the Chairman at the Meeting
Board member Martin Hansson opened the meeting. Martin Hansson was appointed chairman of the Meeting.
- Establishment and approval of voting list
The list of shareholders present, Annex I, was established to be valid as a voting list at the Meeting. Annex I show which shareholders are represented by proxy.
- Approval of agenda
The Meeting decided to approve the draft agenda set out in the notice, Annex 2.
- selection of one or two protocol adjusters
Aleksandrs Tralmaks was appointed by the Chairman to set the minutes. Anders Nilsson was chosen to adjust the protocol.
- Examination of whether the meeting has been duly convened
After it was announced that the notice of the Meeting had been published on the company’s website on November 11, 2019, and in Post- och Inrikes Tidningar and Svenska Dagbladet on November 14, 2019, the Meeting declared itself duly convened.
- Decision to approve settlement agreements
The Annual General Meeting decides to approve the settlement reached with LFC’s former Chairman of the Board, Ted Alvenius. In conclusion, the settlement means that Ted Alvenius is dropping his claims against LFC of just over EUR 464,000, together with interest, in respect of alleged entitlement under bonus agreements, against LFC paying to his individual firm SEK 2,500,000 excl. Vat. Jan Edward Alvenius, who represents Helena Bengtsson on a power of attorney, has abstained from voting in connection with this decision.
- Decision amending articles of association
The Meeting decided to accept the proposed new activity description as follows: The company shall carry out purchase and sale of land, preferably but not exclusively in Latvia. The company shall, directly or indirectly, carry out forestry operations including the granting of rights to the assets, marketing and sale of MINUTES HELD AT THE ANNUAL GENERAL MEETING OF LATVIAN FOREST COMPANY AB (PUBL)derived from those assets. Furthermore, the company shall carry out the sale of consultancy services in respect of the above-mentioned industry, own and manage properties and carry out compatible activities. The company shall own and manage shares and other share certificates in industrial enterprises, operate industrial and commercial operations, preferably extensive forestry and forest industry, and other similar activities.
The Meeting also decided to authorize the Board of Directors, the President or others appointed by them, to make the minor adjustments in the meeting’s decision that may prove necessary in connection with registration of the decisions at The Swedish Companies Registration Office. 82.2% of the votes represented voted in favor of the new direction of activity while 18.2% voted against.
- Decision on re-labelling of shares
96.35% of the current votes at the Meeting is in favor of the re-labelling of 80,000 Class A shares to Class B shares. Helena Bengtsson opposes the re-labelling of 80,000 Class A shares to Class B shares through her agent Jan Edward Alvenius. The share capital shall amount to EUR 2,297,307,432830 divided into 20,511,061 shares.
The Meeting decided to authorize the board, the President or others appointed by them, to make the minor adjustments in the Meeting’s decision that may prove necessary in connection with registration of the decisions at The Swedish Companies Registration Office.
- Termination of the Meeting
Since it was found that no other matters were pending, the Chairman declared the meeting closed.
Minutes submitted by: |
Adjusted: |
|
Alexander Tralmaks |
Anders Nilsson |