On Saturday 8 September 2018, Clas Ohlson AB held its Annual General Meeting (AGM) for the 2017/18 financial year in Leksand, whereby the following primary resolutions were adopted.
For more detailed information on the content of the resolutions, please refer to the press release published on 6 August 2018 and the complete Notification of the AGM.
The Notification of the AGM and the complete motions pertaining to the AGM resolutions listed below are available on Clas Ohlson AB’s website, about.clasohlson.com/agm2018
Adoption of the balance sheet and income statement
The AGM adopted the balance sheet and income statement for the Parent Company and the Group for the 2017/18 financial year.
Dividend
At the AGM, the proposed dividend to shareholders of 6.25 SEK per share was approved. The record date for the dividend was set as 11 September 2018. The dividend is scheduled to be paid from Euroclear Sweden AB on 14 September 2018.
Board of Directors
The AGM discharged the Board members and the CEO from liability for the 2017/18 financial year.
The AGM resolved that the Board of Directors would comprise eight Board members.
The AGM re-elected Board members Kenneth Bengtsson, Mathias Haid, Göran Näsholm, Charlotte Strömberg, Göran Sundström and Anne Thorstvedt Sjöberg.
Margareta Lehmann and Håkan Lundstedt were newly elected as Board members. Kenneth Bengtsson was re-elected Chairman of the Board.
The AGM resolved to appoint one auditor with no deputies. The AGM elected Deloitte as auditor with Kent Åkerlund as Auditor in Charge for the period until the next Annual General Meeting.
Board fees
The AGM resolved that Board fees (including remuneration for committee work) be paid in a total amount of 3,425,000 SEK of which 640,000 SEK to the Chairman and 320,000 SEK to each Board member elected by the AGM. The AGM also resolved that remuneration be paid to the members of the Audit Committee in the amount of 145,000 SEK for the Chairman of the Committee and 75,000 SEK to each of the other Committee members (currently two members). Finally, the Meeting resolved that remuneration be paid to the members of the Remuneration Committee in the amount of 125,000 SEK to the Chairman of the Committee and 62,500 SEK to each of the other two Committee members. A fee shall be paid as salary.
Guidelines for remuneration of senior executives
The AGM approved the guidelines proposed by the Board of Directors for remuneration of senior executives.
Long-term incentive plan (LTI 2019)
In addition, the AGM resolved, in accordance with the Board’s motion, to adopt a performance-based long-term incentive plan, (“LTI 2019”). The aim of the adopted remuneration principles, including the long-term incentive plan LTI 2019, is to attract and retain senior executives in a cost-efficient and competitive manner. The Board of Directors will annually evaluate whether long-term incentive plans will be proposed at future General Meetings.
Acquisition and transfer of treasury shares
The AGM resolved, in accordance with the Board’s motion, to authorise the Board, during the period until the next AGM, to make decisions pertaining to
A. Acquisition of treasury shares in accordance with the following:
- A maximum of 860,000 Series B shares may be acquired.
- The shares may be acquired on Nasdaq Stockholm
- Acquisition of shares through trading on a regulated market may only take place at a price per share that at every point in time is within the registered span of share prices.
- Payment for the shares must be made in cash.
Shares may be acquired to safeguard the company’s commitments (including social security fees) resulting from proposed incentive plan (LTI 2019) and previously implemented incentive plans.
B. Transfer of treasury shares in accordance with the following:
- A maximum of the number of Series B treasury shares held at the time of the Board of Directors’ decision may be transferred.
- The shares may be transferred via Nasdaq Stockholm.
- Transfer of shares on Nasdaq Stockholm may only occur at a price per share that at every point in time is within the registered span of share prices.
- Payment for the shares must be made in cash.
The reason is to provide the company with an opportunity to continuously adapt the number of shares acquired to secure commitments (including social security fees) within the framework for LTI 2019 and previously implemented incentive plans.
The AGM resolved, in accordance with the Board’s motion, as follows
C. Transfer of treasury shares according to the following:
- A maximum of 656,000 Series B shares may be transferred.
- Entitlement to receive shares is to accrue to the participants in LTI 2019.
- Shares may be acquired between 30 April (regarding share awards) and 15 June 2022 (regarding employee stock options) and at the latest 22 April 2026. Payment for the shares must be made no earlier than 15 June 2022 and not later than 10 May 2026.
- Shares attributable to share awards issued under LTI 2019 will be transferred free of charge.
- Shares based on options issued under LTI 2019 will be transferred at a price corresponding to 100 per cent of the volume-weighted average price paid for the company’s Series B share as established on Nasdaq Stockholm over a period of ten trading days prior to the start of the acquisition period of LTI 2019.
The transfer of treasury shares and the reason for disapplying the shareholders’ pre-emptive rights are a feature of LTI 2019.
Amendments of the Articles of Association
The AGM resolved, in accordance with the Board’s motion, to amend section 13 of the Articles of Association in relation to the Articles of Association’s post sale purchase right of A-shares, meaning that a transfer of an A-share to or between a legal entity which is directly or indirectly wholly owned by a holder of A-shares and/or by their direct heirs, can be done without a post-sale purchase right occurring, and that a dispute resolution mechanism is included if the acquirer and the person requesting to be allowed to redeem the shares cannot agree on the matter of redemption.
Board of Directors of Clas Ohlson AB (publ)