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2022-05-17

Resolutions at the annual general meeting in Storskogen Group AB (publ)

At the annual general meeting in Storskogen today on 17 May 2022, it was resolved on, among other things, a dividend of SEK 0.07 per share, new election of Annette Brodin Rampe as member of the board of directors and chair of the board of directors, re-election of Alexander Bjärgård, Bengt Braun, Louise Hedberg and Johan Thorell as board members, re-election of Ernst & Young Aktiebolag as auditor, implementation of two incentive programmes, reduction of the share capital through a redemption of shares and a bonus issue as well as authorisations for the board of directors to resolve on issuances of B-shares and repurchases and transfers of treasury B-shares.

Adoption of income statements and balance sheets

The annual general meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2021.

Dividend

The annual general meeting resolved on a dividend of SEK 0.07 per share for the financial year 2021 and that Thursday, 19 May 2022 shall be the record date for the dividend. Payment is expected to be made on Tuesday, 24 May 2022.

Election of the members of the board of directors and determination of the fees to be paid to the board of directors

Annette Brodin Rampe was elected as a new member of the board of directors and as chair of the board of directors for the period until the end of the annual general meeting 2023. Alexander Bjärgård, Bengt Braun, Louise Hedberg and Johan Thorell were re-elected as members of the board of directors for the period until the end of the annual general meeting 2023.

The annual general meeting resolved that fees the board of directors shall be paid by SEK 2,145,000 in total and allocated in accordance with the following: SEK 900,000 shall be paid to the chair of the board of directors and SEK 415,000 shall be paid to each of the other members of the board of directors. However, a board member who receives remuneration from the company due to employment shall not receive any fees.

The annual general meeting further resolved that the members of the board of directors who are members of the board of directors' audit committee shall receive additional fees of SEK 100,000 per member (SEK 200,000 for the chair of the audit committee) and that the members of the board of directors' remuneration committee shall receive additional fees of SEK 50,000 per member (SEK 75,000 for the chair of the remuneration committee)

Election of auditor and determination of the fees to be paid to the auditor

The annual general meeting re-elected Ernst & Young Aktiebolag as the company's auditor for the period until the end of the annual general meeting 2023. Fees to the auditor shall be paid in accordance with approved invoice.

Resolution on implementation of an employee stock option plan etc.

The annual general meeting resolved to implement an employee stock option plan directed to not more than 137 senior executives and other key employees at the group level. The participants of the employee stock option plan will be offered the possibility to receive a certain number of employee stock options free of charge. The employee stock options give the participant the right to after three years, if the key ratio adjusted EBITA develops in the manner prescribed in the terms and conditions of the employee stock option plan, acquire one B-share in Storskogen per employee stock option at a price equivalent to the volume-weighted average price of the company's B-share on Nasdaq Stockholm during the trading days falling within a period of ten banking days immediately prior to the options being granted. The maximum number of employee stock options that can be granted is 13,848,406.

For the purpose of ensuring delivery of shares under the employee stock option plan and to cover social security costs, the annual general meeting further resolved to issue not more than 16,891,002 warrants to the company itself, free of charge, and to approve transfer of warrants to participants of the employee stock option plan (or to an appointed third party) in connection with delivery of B-shares to participants in the programme and/or to cover social securty costs attributable to the employee stock option plan.

Resolution on implementation of a share savings programme etc.

The annual general meeting resolved to implement a share savings programme directed to not more than 176 key employees in the group, who consist of CEOs and other key employees in subsidiaries or business units. The participants in the share savings programme are offered to acquire, or allocate already held, shares in Storskogen as so-called savings shares. The savings shares may not consist of savings shares already allocated under the share savings programme adopted in 2021. Conditioned on the participants owning their savings shares during a period of three years, and if the total shareholders return of the Storskogen B-share and the key ratio adjusted EBITA develops in the manner prescribed in the terms and conditions of the share savings programme, the participants will be able to receive two or three so called performance shares per savings share. The performance shares are B-shares and are received free of charge. In total, not more than 2,433,904 performance shares may be alloted to the participants of the share savings programme.

For the purpose of ensuring delivery of shares under the share savings programme and to cover social security costs, the annual general meeting further resolved to issue not more than 3,140,164 warrants to the company itself, free of charge, and to approve transfer of warrants to participants of the share savings programme (or to an appointed third party) in connection with delivery of performance shares to participants in the programme and/or to cover social security costs attributable to the share savings programme.

Resolution on a reduction of the share capital with redemtion of 16,848,061 B-shares and a bonus issue

In connection with the admission to trading of the company's B-shares on Nasdaq Stockholm, the company granted a so-called overallotment option to Carnegie Investment Bank AB (publ) ("Carnegie"), J.P. Morgan Securities plc and Goldman Sachs Bank Europe SE (together, the "Managers"), which entitled the Managers, not later than 30 days from the first day of trading in the company's B-shares on Nasdaq Stockholm, to acquire up to 52,205,241 B-shares in the company to cover any overallotments or short positions in connection with the admission to trading of the company's B-shares on Nasdaq Stockholm. In order to facilitate the overallotment option, the company issued 52,205,241 B-shares to Carnegie, of which 35,357,180 B-shares were exercised by the Managers under the overallotment option and the remaining 16,848,061 B-shares were transferred back to the company by Carnegie without consideration. Against this background, the board of directors of Storskogen proposed that the annual general meeting should resolve to redeem these 16,848,061 B-shares and to carry out a bonus issue to restore the company's share capital.

The annual general meeting resolved to reduce the share capital by not more than SEK 8,424.0305. The reduction of the share capital is to be effected with a redemtion of 16,848,061 B-shares held by the company. The amount by which the share capital is reduced will be transferred to unrestricted shareholders' equity. Following registration of the reduction of the share capital with the Swedish Companies Registration Office, Storskogen will have 1,660,073,424 shares (of which 148,001,374 A-shares and 1,512,072,050 B-shares).

The annual general meeting further resolved to increase the share capital by SEK 16,600.734330 through a transfer from unrestricted shareholders' equiy (a so-called bonus issue). No new shares are to be issued in connection with the bonus issue. Following the bonus issue, Storskogen's share capital will amount to SEK 846,637.446330.

Resolution on authorisations for the board of directors to resolve on issuances of B-shares, warrants that may be exercised for subscription of B-shares and/or convertibles that may be converted to B-shares as well as acquisitions and transfers of treasury B-shares

The annual general meeting resolved to authorise the board of directors to resolve upon issuances of B-shares, warrants that can be exercised for subscription of B-shares and/or convertibles that can be converted to B-shares as well as acquisitions and transfers of treasury B-shares.The issue authorisation is limited so that the board of directors may not resolve upon issuances of B-shares, convertibles or warrants that entail that the total number of B-shares that are issued, issued through conversion of convertibles or issued through exercise of warrants exceeds ten per cent of the total number of B-shares in the company at the time the board of directors exercises the authorisation for the first time. Acquisitions may be made of a maximum of so many B-shares in the company that the company's holdings of treasury shares following the acquisition does not exceed ten per cent of all shares in the company. Transfers may be made of treasury B-shares held by the company at the time of the board of directors' resolution to transfer shares. Issues, acquisitions and transfers may be made with deviation from the shareholders' preferential rights pursuant to the terms of the respective authorisation.

Other resolutions

The annual general meeting also resolved to:

  • grant all members of the board of directors and the CEO discharge from liability for the financial year 2021;

  • approve the remuneration report; and

  • adopt guidelines guidelines for remuneration to senior executives in accordance with the board of director's proposal.

The minutes from the annual general meeting will be made available at the company and on the company's website (www.storskogen.com).

For more information, please contact:

Erik Kronqvist, Head of IR
+46 70 697 22 22
erik.kronqvist@storskogen.com

Michael Metzler, Director of Communication
+46 73 305 59 55
michael.metzler@storskogen.com

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