Distribution of unappropriated earnings and discharge from liability The Meeting adopted the income statements and balance sheets of the Parent Company and the Group for the 2005 financial year. In accordance with the resolution from the Board of Directors and the Managing Director, the Meeting voted that no dividend be paid for the 2005 financial year and that statutory reserves be reduced by SEK 46,685,282 to cover the accumulated loss that is not covered by unrestricted shareholders' equity. The Board of Directors and the Managing Director were discharged from liability for the 2005 financial year. Election of Board of Directors The Meeting re-elected Christina Detlefsen, Ivar Formo and Lars Johansson to the Board and newly elected Lars Nyberg Chairman of the Board and Mats Andersson Member of the Board. In accordance with the resolution from the Nomination Committee, the Meeting voted that director fees totalling SEK 800,000 be paid, of which the Chairman of the Board will account for SEK 300,000 and each other Member of the Board for SEK 125,000. The Meeting also agreed that a monthly fee of SEK 50,000 be paid to the Chairman of the Board as compensation for the support provided to the company in strategic matters.
Amendment of the Articles of Association Because the new Swedish Companies Act has taken effect, the Meeting voted in favour of the Board of Directors proposal regarding certain amendments of the Articles of Association. The amendments essentially entail that the clause concerning the par value per share be replaced by a clause stating that the number of company shares shall amount to not fewer than 75,000,000 and not more than 300,000,000, that the notice of a General Meeting of Shareholders be made in the form of an announcement in the Official Gazette (Post och Inrikes Tidningar) and in Svenska Dagbladet and certain additional amendments that are a direct consequence of the new Swedish Companies Act taking effect or that are of an editorial nature. It is also proposed that it should be possible to elect not more than two deputy Board Members and not more than two deputy auditors. Authorisation to make decisions regarding new issue of shares The Meeting voted to authorise the Board to make decisions on one or more occasion prior to the next Annual General Meeting regarding the non-cash issue of not more than 10,000,000 new Series B shares in connection with company acquisitions. The authorisation corresponds to a dilution effect of not more than 10.1 percent.
Resolution regarding a reduction in the Company's statutory reserves The Meeting voted in favour of the Board of Directors proposal to reduce the Company's statutory reserves by SEK 25,000,000 from SEK 271,399,073 to SEK 246,399,073. The amount by which the statutory reserves are reduced will be transferred to unrestricted shareholders' equity.
For additional information, please contact: Ove Wedsjö, President and Chief Executive Officer, CashGuard AB (publ); Tel: +46-8-732 22 36, [email protected]
Facts about CashGuard AB (publ) CashGuard develops and sells products and services for secure and fully automatic cash handling and cash logistics. Via direct sales and distribution partners, CashGuard focuses on retail companies, post offices and banks, as well as on security companies. The CashGuard Group has approximately 140 employees and had sales of MSEK 214 in 2005. CashGuard shares are listed on the Stockholm Stock Exchange's Attract 40 List.
