Annual General Meeting 2011
Annual General Meeting of MindArk on 01 June 2011
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Minutes of the Annual General Meeting of MindArk PE AB (publ) on June 1, 2011[edit]
Opening of the Meeting[edit]
Board Chairman Fred Rosenthal welcomed those present and declared the meeting open.
§ 1 Election of Meeting Chairman[edit]
The meeting elected Fred Rosenthal to chair the meeting. The Chairman appointed Bernt Wahlin to keep the minutes.
§ 2 Preparation and approval of voting list[edit]
The Chairman presented the electoral roll drawn up in accordance with Annex 1. The survey revealed the comments on the two big items at the AGM represented by proxy by proxy, and managed by the Bank, Hinduja Bank (Switzer Land) Ltd and Carnegle Investment Bank AB, was properly registered in the register is, and that one not older than one year old registration for that company had submitted before the meeting.
After discussion and checking the current rules, the AGM resolved to approve the Hinduja Bank shares such as introduced in the established electoral register notwithstanding that registration had not been submitted to the company before the meeting. The Chairman accepted then that the meeting was adjourned pending the Hinduja bank could submit a registration.
The representative of Carnegie Investment Bank AB, Jan Welter voiced his reservation against this approach and the decision.
The meeting also decided not to approve the Carnegie Investment Bank shares such as voting at the meeting.
The representative of Carnegie Investment Bank AB, Jan Welter voiced his reservation against this decision.
The meeting then decided to accept the electoral register after the above adjustment, Annex 2.
The representative of Carnegie Investment Bank AB, Jan Welter voiced his reservation against this decision.
§ 3 Election of one or two[edit]
The meeting decided to appoint two persons. To the minutes, Gunnar Ek, Carl Gustaf BotlAn.
§ 4 Determination whether the Meeting has been duly convened[edit]
It was noted that notice of today's annual general meeting place by announcement in Post-Gazette and Dagens Industri on 4 May 2011. Furthermore, the notice published on the company website. The meeting declared duly convened.
§ 5 Approval of agenda[edit]
The Meeting resolved to approve the proposed agenda submitted and been included in the notice.
§ 6 the CEO report on activities[edit]
The Executive Director gave a brief for plattformsimodellen, partners, sales of "Planet Calypso" and on the investments made during the fiscal year.
§ 7 Presentation of the annual financial statements and auditors' report and consolidated financial statements and consolidated audit report[edit]
The Meeting concluded that the financial statements and related consolidated financial statements and auditor's report duly submitted.
§ 8 Resolution[edit]
If the adoption of the income and balance sheet and consolidated balance sheet
If the appropriation of retained earnings in accordance with the adopted balance sheet
Discharge to the directors and the Executive Director
a) The Meeting resolved to adopt the presented results and balance sheets and consolidated income statement and balance sheet.
b) The meeting resolved to approve the Board of Directors' Report and in the notice, included a proposal for the appropriation of the results.
c) The Meeting resolved to authorize the Board of Directors for the financial year 2010. It was noted that the board member, who is also the electoral roll listed shareholder, Jan Welter Timkrans did not participate in the decision.
§ 9 Establishment of Board of Directors and auditors[edit]
The Board proposes that the Chairman of the Board receives a fee equivalent to 90 000 SEK and that other directors receive fees of 70 000 SEK. The Board proposes that the auditor is replaced as charged.
A further proposal was put forward by Jan Welter, which consists of Chairman of the Board receives a fee of 60 000 SEK and the other directors will receive 40 000 SEK.
After the vote, the AGM resolved to adopt the Board's proposal. It was noted that the percentage distribution of votes among the proposals amounted to 52.35 K for the Board's proposal and to 47.65% for Jan Welters proposal.
It was also decided unanimously that the auditors' fees shall be paid as a separate bill.
§ 10 Election of Directors[edit]
The Chairman announced that the company shall have a board consisting of three to ten members, with a maximum of ten deputies. The Board was composed prior to the meeting of four members and one alternate.
The Board's current members, elected at the AGM on 29th June 2010, Fred Rosenthal, Jan Welter, Urban Näsman and Christophe Moran, have declared that they stand for reelection. The Board also proposes that no deputies elected to the board.
The meeting resolved that the Board shall consist of four members and no deputies.
To the board members until the next Annual General Meeting re-elected the incumbent, Fred Rosenthal, Jan Wetter, Urban Näsman and Christophe Moran
On the issue of election of the Chairman presented two proposals.
- Fred Rosenthal
- Jan Welter Timkrans
After the vote, the AGM resolved to choose Fred Rosenthal to Chairman of the Board until the next AGM. It was noted that the percentage distribution of votes among the proposals amounted to 52.35% for Fred Rosenthal, and to 47.65% for Jan Welter.
§ 11. Resolution to amend the Articles of Association, § 6 Notice of AGM[edit]
The Board proposes that § 6 of the statutes regarding meeting notice be amended to read: "Notice of General Meeting shall be by advertisement in the Post- & Inrikes Tidningar, and by publishing it on the company website."
After discussion, it emerged that a brief advertisement with reference to the complete notice also must be done in a major newspaper.
The meeting then decided unanimously to adopt the proposal with the addition as follows:
"Notice of General Meeting shall be published on the company website, through advertisement in the Post- & Inrikes Tidningar, and the introduction of the Swedish newspaper Svenska Dagbladet of brief advertisement with reference to the Post- & Inrikes Tidningar and the company's website."
[edit]
Rule [then proposes to the AGM, with the repeal of previous appropriations, authorizes the Board to, on one or more occasions until the next AGM, with or without preferential rights for existing shareholders, issue new shares for shares at market conditions.
After discussion of the appropriate size of such an issue and the question for the rights of existing shareholders, was presented two proposals to the AGM to decide on.
- Expansion of share capital by up to 25%, with or without preferential rights for existing shareholders.
- Expansion of share capital by up to 10%, with preferential rights for existing shareholders.
After the vote, the AGM resolved to adopt the proposal no. 1st It was noted that the percentage distribution of votes among the proposals amounted to 84.16% for proposal No. 1, and to 15.84% for proposal No. 2.
The meeting further resolved to authorize the Board, or the board appoints, to make minor technical changes in the decision that proves to be necessary in connection with the registration of the decision with the Companies Office.
§ 13 Adjournment[edit]
Chairman declared the meeting closed.
Gothenburg as above
Chairman: Fred Rosenthal
Minutes: Bernt Wahlin
Verified: Gunnar Ek
Verified: Carl Gustaf Bothån
Appendix 1[edit]
Prepared for the AGM / BW
Annnälningslista and the electoral register for the Annual Meeting of MindArk PE AB, 2011-06-01
| Attendent | # the shares represented | % of all shares issued by te company | % of shares present at the meeting |
|---|---|---|---|
| Jan Welter Timkrans | 39,137,600 | 34.14% | 44.91% |
| Urban Bothen | 1,950,000 | 1.70% | 2.24% |
| Carl Gustaf Bothen as a representative for CG Bothen AB | 25,600,000 | 22.33% | 29.38% |
| Carl Gustaf Bothen representing Kronboken AB | 2,226,500 | 1.94% | 2.56% |
| Carl Gustaf Bothen representing Expression AB | 220,100 | 0.19% | 0.25% |
| Matts Jäderberg alt. Henry Selstam representing Hinduja Bank of Switzer Land Ltd. | 12,626,267 | 11.01% | 14.49% |
| Eric Nilsson representing Hinduja Bank of Switzer Land Ltd. | 380,873 | 0.33% | 0.44% |
| Jan Welter Timkrans representing Carnegie Investment Bank AB | 5,000,000 | 4.36% | 5.74% |
| Gunnar Ek | 500 | 0.00% | 0.00 |
| Total | 87,141,840 | 76.0% | 100.0% |
| At the meeting not represented shares | 27,493,160 | 24.0% | |
| Of the company total shares issued | 114 635 000 | ||
Appendix 2[edit]
Adjusted list of voters / BW
Notification List and list of voters for the Annual Meeting of MindArk PE AB, 2011-05-01
| Attendent | # the shares represented | % of all shares issued by te company | % of shares present at the meeting |
|---|---|---|---|
| Jan Welter Timkrans | 39,137,600 | 34.14% | 47.65% |
| Urban Bothen | 1,950,000 | 1.70% | 2.37% |
| Carl Gustaf Bothen representing for CG Bothen AB | 25,600,000 | 22.33% | 31.17% |
| Carl Gustaf Bothen representing Kronboken AB | 2,226,500 | 1.94% | 2.71% |
| Carl Gustaf Bothen representing Expression AB | 220,100 | 0.19% | 0.27% |
| Matt Jäderberg alt. Henry Selstam AS representing Hinduja Bank Switzerland Ltd. | 12,626,267 | 11.01% | 15.37% |
| Eric Nilsson representing Hinduja Bank Switzerland Ltd. | 380,873 | 0.33% | 0.46% |
| Jan Welter Timkrans representing Carnegie Investment Bank AB | 5 000 00 | ||
| Gunnar Ek | 500 | 0.00% | 0.00% |
| Total | 82,141,340 | 71.7% | 100.0% |
| At the meeting not represented shares | 32,493,160 | 28.3% | |
| Of the company total shares issued | 114 635 000 | ||