Press release from the annual shareholders’ meeting in Pandox Aktiebolag (publ) on 10 April 2024

Pandox held its annual shareholders’ meeting today 10 April 2024. The Annual shareholders’ meeting was held by physical presence of shareholders and with the option for shareholders to exercise their voting rights by advance voting (postal voting). The annual shareholders’ meeting in Pandox Aktiebolag (publ) resolved the following:

Approval of income statement and balance sheet for the financial year 2023 and discharge from liability

The annual shareholders’ meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2023, and the members of the board and the CEO were discharged from liability for the financial year 2023.

Allocation of profit or loss

The annual shareholders’ meeting resolved, in accordance with the board of directors’ proposal, on a dividend to the shareholders of SEK 4.00 per share and that the remaining earnings after distribution of the dividend should be brought forward. Friday 12 April 2024 was resolved as record day for dividends.

Election of board members, auditors, fees to the board of directors and auditors

The annual shareholders’ meeting resolved, in accordance with the nomination committee’s proposal, that the number of members of the board of directors shall be seven without deputy members, and that the company shall have a registered public accounting firm as auditor.

In accordance with the nomination committee’s proposal, Christian Ringnes, Ann-Sofi Danielsson, Bengt Kjell, Jon Rasmus Aurdal, Jeanette Dyhre Kvisvik, Jakob Iqbal and Ulrika Danielsson were re-elected as board members for the time until the end of the next annual shareholders’ meeting. Christian Ringnes was re-elected as chairman of the board. The accounting firm Öhrlings PricewaterhouseCoopers AB was re-elected as auditor, and it was noted that the authorised public accountant Sofia Götmar-Blomstedt will be auditor in charge.

The annual shareholders’ meeting further resolved, in accordance with the nomination committee’s proposal, that the fees to board, including fees for work in committees, shall be SEK  4,677,500 (4,542,000) in total, allocated as follows: SEK 890,000 (865,000) shall be paid to the chairman of the board, SEK 680,000 (660,000) shall be paid to the deputy chairman of the board and SEK 468,500 (455,000) shall be paid to each of the other board members. Fees for committee work shall be paid with SEK 52,500 (51,000) to each of the two members of the remuneration committee (including the chairman), SEK 165,000 (160,000) to the chairman of the audit committee and SEK 82,500 (80,000) to each of the other two members of the audit committee, SEK 165,000 (160,000) to the chairman of the finance committee and SEK 82,500 (80,000) to each of the other two members of the finance committee. The annual shareholders’ meeting further resolved that, in accordance with the nomination committee’s proposal, auditor fees shall be paid in accordance with approved invoice.

The inaugural meeting of the board of directors resolved to re-elect Bengt Kjell as deputy chairman of the board of directors.

Nomination committee for the annual shareholders’ meeting 2025

The annual shareholders’ meeting resolved, in accordance with the nomination committee’s proposal, to adopt principles for the appointment of the nomination committee for the annual shareholders’ meeting 2025. In short, the nomination committee shall consist of the chairman of the board of directors and members appointed by the four largest shareholders, in terms of votes, as of 31 July 2024.

Approval of the board of directors’ remuneration report

The annual shareholders’ meeting approved the board of directors’ remuneration report.

Guidelines for remuneration to senior executives and members of the board of directors

The annual shareholders’ meeting resolved, in accordance with the board of directors’ proposal, to adopt guidelines for remuneration to senior executives and members of the board of directors.

Authorisation to issue new shares

The annual shareholders’ meeting resolved to, in accordance with the board of directors’ proposal, authorise the board of directors to resolve – at one or several occasions and for the time period until the next annual shareholders’ meeting – to increase the company’s share capital by new share issues, to the extent that it corresponds to a dilution of not more than 10 percent of the number of shares outstanding at the time of the notice of the annual shareholders’ meeting after full exercise of the authorisation. New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions.

Authorisation to repurchase and transfer own shares

The annual shareholders’ meeting resolved to, in accordance with the board of directors’ proposal, authorise the board of directors to resolve on repurchase and transfer of own class B shares.

Additional information from the annual shareholders’ meeting

The presentation made by CEO Liia Nõu at the annual shareholders’ meeting is available on Pandox website, www.pandox.se. Minutes from the annual shareholders’ meeting will be made available on Pandox website no later than two weeks after the annual shareholders’ meeting.

FOR MORE INFORMATION, PLEASE CONTACT:

Liia Nõu, vd, +46 (8) 506 205 50

Anneli Lindblom, CFO, +46 (0) 765 93 84 00

Anders Berg, SVP Head of Communications and IR, +46 (0) 760 95 19 40

The information was submitted for publication at 12:30 CEST on 10 April 2024.

About Pandox
Pandox is a leading owner of hotel properties in Northern Europe with a focus on sizeable hotels in key leisure and corporate destinations. Pandox’s hotel property portfolio comprises 159 hotels with approximately 35,900 hotel rooms in twelve countries. Pandox’s business is organised into Leases, which comprises hotel properties leased on a long-term basis to market leading regional hotel operators and leading international hotel operators, and Own Operations, which comprises hotel operations executed by Pandox in its owner-occupied hotel properties. Pandox was founded in 1995 and the company’s B shares listed on Nasdaq Stockholm. www.pandox.se.