Bulletin from the Annual General Meeting 2024 in ITAB Shop Concept AB (publ)
The resolutions, in accordance with proposals by the Board of Directors and Nomination Committee, passed at the Annual General Meeting of Shareholders (the “Meeting”) in ITAB Shop Concept AB (publ) (“the Company” or “ITAB”) held today, 15 May 2024, included the following. In addition to the Nomination Committee’s proposal, Peder Strand was also elected as a new, eighth Board member.
Adoption of the income statements and balance sheets, and discharge from liability
The Meeting adopted the income statement and balance sheet for the Company and the Group for the 2023 financial year. The Meeting also resolved to discharge the Board members and the CEO from liability for the administration during the 2023 financial year.
Dividend
The Meeting adopted a dividend of SEK 0.75 per ordinary share for the 2023 financial year in accordance with the proposal by the Board. The record date for the divided was set as Friday, 17 May 2024. The dividend is expected to be paid by Euroclear Sweden AB on Wednesday, 22 May 2024.
Board of Directors and auditors
The Meeting resolved that the Board of Directors is to consist of eight Board members and re-elected Petter Fägersten, Anders Moberg, Madeleine Persson, Fredrik Rapp, and Vegard Søraunet as regular Board members. Amelie de Geer, Lars Kvarnsund and Peder Strand were elected as new Board members. Anders Moberg was re-elected as Chairman of the Board. Further, the Meeting re-elected the registered auditing company Ernst & Young AB as the Company’s auditor.
With regard to the Board's composition, the Meeting's decision comprises an addition compared to the Nomination Committee's proposal in that the Board got another new member (Peder Strand). The addition based on an additional proposal from the largest shareholder ACapital ITAB HoldCo AB, which (due to changes in ownership in the near term) was made very shortly before the Meeting but which received the support also of other major shareholders.
Peder Strand was born in 1980 and has a Master of Science in Engineering from the Norwegian University of Science and Technology in Trondheim. Peder is Investment Director at Seatankers Management Company Ltd. and has previously been a partner at Arctic Securities as well as Head of Research & Credit Research and analyst at SEB Enskilda in Oslo. Peder is a Board member of ACapital ITAB HoldCo AB, Medistim ASA and Mowi ASA. Peder Strand is independent in relation to the Company and corporate management, but not independent in relation to the Company's major shareholders. Peder owns no shares in ITAB.
Fees to the Board of Directors and auditor
The Meeting resolved on Board fees of SEK 575,000 to the Chairman and of SEK 275,000 to each of the other Board members. Further, the Meeting resolved on fees for assignments in Board committees of SEK 150,000 to the Chairman and of SEK 60,000 to each of the other members of the Audit Committee, and of SEK 45,000 to the Chairman and of SEK 35,000 to each of the other members of the Remuneration Committee. Fees to the auditors is to be paid in accordance with approved invoices.
Remuneration Report 2023
The Meeting resolved to approve the Board of Directors’ Remuneration Report for remuneration paid to senior executives in 2023.
Cancellation of repurchased ordinary shares and bonus issue
The Meeting resolved to reduce the share capital by cancellation of the 3,079,659 ordinary shares repurchased under ITAB’s repurchase programme. The reduction of the share capital will amount to SEK 1,284,218 through the cancellation of the ordinary shares. In order to restore the share capital, the Meeting simultaneously resolved to increase the Company’s share capital by SEK 1,284,218 through a bonus issue without issuing new shares by transferring SEK 1,284,218 from the Company’s non-restricted equity. Following the bonus issue, the Company’s restricted equity and share capital will consequently be unchanged. After completion of the share capital reduction and bonus issue, the number of ordinary shares will be 215,020,533.
Authorisation for share issues
The Meeting resolved to authorise the Board of Directors, on one or more occasions up until the next Annual General Meeting, to resolve to increase the Company’s share capital by way of new share issues corresponding to a dilution of a maximum of 10 percent, calculated after full exercise of the authorisation for share issue. The purpose of the authorisation is to increase the Company’s financial flexibility and to enable the Company to make corporate acquisitions.
Authorisation for repurchases and conveyance of own shares
The Meeting resolved to authorise the Board of Directors, on one or more occasions up until the next Annual General Meeting, to resolve to purchase own shares so that the Company’s holding, at any given time, does not exceed 10 percent of the total number of shares in the Company. Further, the Meeting resolved to authorise the Board of Directors, on one or more occasions up until the next Annual General Meeting, to resolve to convey own shares. The purpose of the authorisations is to give the Board of Directors increased flexibility with regard to the Company’s capital structure where appropriate as well as to enable acquisitions of companies and business operations where payment is made with the Company’s own shares.
Information about the Annual General Meeting 2024
Complete proposals for the Meeting’s resolutions above are available on the Company’s website itabgroup.com. Further, the minutes from the Meeting will be available on the website no later than two weeks after the Meeting.
Jönköping, 15 May 2024
ITAB Shop Concept AB (publ)
This information was submitted for publication at 5:45 p.m. CEST on 15 May 2024.
This is in all respects a translation of the Swedish original press release. In the event of any discrepancies between this translation and the Swedish original, the latter shall prevail.