Annual General Meeting 2021

Adoption of income statements and balance sheets

The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2020.

Dividends

The annual general meeting resolved on a dividend to the holders of ordinary shares of SEK 1.20 per ordinary share and that Friday 30 April 2021 is the record date for the dividend. Payment of the dividend to holders of ordinary shares is expected to be made through Euroclear Sweden AB on Wednesday 5 May 2021.

The annual general meeting also resolved on a dividend to the holders of preference shares, in accordance with the company’s articles of association, of SEK 40.00 per preference share to be paid quarterly in an amount of SEK 10.00 per preference share and that the record dates for the dividends shall be 5 May 2021, 5 August 2021, 5 November 2021 and 5 February 2022 (or the previous business day, in accordance with the company’s articles of association). The board of directors shall have the right to postpone, in whole or in part, the dividend to the holders of preference shares, if the board of directors, in connection with the payment date, or otherwise, considers that the dividend is not justifiable in relation to the Swedish Companies Act’s precautionary principle, whereby no dividend shall be paid in connection to such undivided amount and that such undivided amount shall constitute Amount Outstanding in accordance with the company’s articles of association.

In-kind distribution of Bokusgruppen

In addition, the annual general meeting resolved, in accordance with the Board of Directors’ proposal, to distribute the company’s shares in the subsidiary Bokusgruppen AB (publ) (“Bokusgruppen”) to the company’s holders of ordinary shares. The resolution entails a distribution of all the company’s shares in Bokusgruppen. Five (5) ordinary shares in the company as of the record date for the distribution entitles to one (1) share in Bokusgruppen. The Board of Directors were authorised to decide the record date for the distribution.

Following the resolved dividend, Bokusgruppen will apply for listing of Bokusgruppen’s shares on Nasdaq First North Premier Growth Market.

Election of board members and determination of remuneration to the board

Karl Perlhagen, Patrik Wahlén, Björn Garat, Louise Nicolin, Christina Tillman, Anna-Karin Celsing and Magnus Sundström were re-elected as board members for the time until the close of the next annual general meeting. Patrik Wahlén was re-elected as the chairman of the board for the same period.

The annual general meeting resolved that a remuneration of SEK 400,000 shall be paid to the chairman of the board and that SEK 200,000 shall be paid to the other board members elected by the general meeting, with the exception of board members that are employed by the company. Furthermore, it was resolved that SEK 75,000 shall be paid to the board member who is chairman and SEK 50,000 shall be paid to each of the board members who are otherwise members of an audit committee instituted by the board of directors.

Election of auditor and determination of fees to the auditor

The registered accounting firm Ernst & Young Aktiebolag was, in accordance with the nomination committee´s proposal, re-elected as the auditor of the company for the time until the close of the next annual general meeting. The annual general meeting also resolved that fees to the auditor shall be paid against approved invoices.

Authorisation on acquisitions of own ordinary shares and preference shares

The annual general meeting resolved to authorise the board to resolve on acquisitions of own ordinary shares and preference shares. Acquisitions may be made on Nasdaq Stockholm or in accordance with an offer that either may be directed to all shareholders or to all holders of the share class that the board of directors decides to acquire. The purpose of acquisitions of own shares shall be to enable an optimised capital structure or, as regards acquisitions of preference shares, to enable the use of preference shares as consideration for or as financing of acquisitions of companies or businesses. Acquisitions may only be made of so many shares that the company’s holding of own shares after each such acquisition amounts to a maximum of one tenth of all shares in the company.

Authorisation on transfers of own preference shares

The annual general meeting resolved to authorise the board to resolve on transfers of own preference shares. Transfers of own preference shares may be made on Nasdaq Stockholm and by other means than on Nasdaq Stockholm. Transfers of own preference shares on Nasdaq Stockholm may only be made at a price within the registered price interval at any given time. Transfers of own preference shares by other means than on Nasdaq Stockholm may be made with deviation from the shareholders’ pre-emption rights at a price per share that is not lower than the market price, whereby a market discount in relation to the price of the preference shares on Nasdaq Stockholm may be applied. The rationale for any deviation from the shareholders’ pre-emption rights in connection with transfers of own preference shares that does not take place on Nasdaq Stockholm shall be to enable the company to use own preference shares as consideration for or as financing of acquisitions of companies or businesses.

Authorisation on issue of new preference shares

The annual general meeting resolved to authorise the board to, on one or several occasions before the next annual general meeting, resolve on issues of not more than 320,754 preference shares (corresponding to approximately 20 per cent of the number of preference shares currently outstanding) with or without pre-emption rights for the shareholders. The purpose of the authorisation is, and the rationale for any deviations from the shareholders’ pre-emption rights shall be, to enable the company to use newly issued preference shares as consideration for or as financing of acquisitions of companies or businesses.

Approval of warrant program in Bokusgruppen

The annual general meeting resolved to approve that the subsidiary Bokusgruppen’s decides to adopt a warrant program under which Bokusgruppen invites up to 10 people within the group to acquire warrants in Bokusgruppen. The right to acquire warrants shall be granted to Bokusgruppen’s CEO and senior executives.

The purpose of the proposed warrant program is to create conditions for retaining and recruiting competent personnel to Bokusgruppen, increase the motivation amongst the participants, increase their loyalty to the company and align their interest with that of the company’s shareholders as well as promote a personal shareholding, and thereby promote shareholder value and the company’s long term value creation capability.

Other resolutions

The annual general meeting also resolved on:

• Discharge from liability for all board members and the managing director.
• A procedure for the appointment of the members of the nomination committee
• Approval of the board of directors’ remuneration report for 2020.

Documents