Resolutions at the annual general meeting in Scandi Standard AB (publ)
At the annual general meeting in Scandi Standard today on 4 May 2023, it was resolved in accordance with all submitted proposals including, among other things, a dividend of SEK 1.15 per share and election of Karolina Valdemarsson as new board member. Further, it was resolved on the re-election of Johan Bygge as chairman of the board and Öystein Engebretsen, Henrik Hjalmarsson, Cecilia Lannebo, Pia Gideon and Paulo Gaspar as board members. In addition, it was resolved on the re-election of the auditor, the implementation of a long-term incentive program (LTIP 2023) as well as an authorisation for the board to resolve on issues, acquisitions and transfers of ordinary shares.
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 2022.
Dividend
The annual general meeting resolved, in accordance with the board of directors’ proposal, on a dividend of SEK 1.15 per share and that Monday 8 May 2023 shall be the record date for the dividend. Payment of the dividend is expected to be made on Thursday 11 May 2023.
Resolution on discharge from liability, election of the board of directors and determination of fees for the board of directors
The annual general meeting resolved to grant discharge from liability for the board members and the managing director for the financial year 2022.
The annual general meeting resolved that the board of directors is to consist of seven board members. Johan Bygge was re-elected as a chairman of the board and Öystein Engebretsen, Henrik Hjalmarsson, Cecilia Lannebo, Pia Gideon and Paulo Gaspar were re-elected as board members for the time until the close of the next annual general meeting. Karolina Valdemarsson was elected as a new board member for the same period.
The annual general meeting resolved that the fee to the chairman of the board shall be SEK 930,000 and that the fees to each of the other board members elected by the general meeting that are not employed by the group shall be SEK 380,000. In addition to the ordinary board fees, the annual general meeting resolved that the fees to the members of the board committees shall be paid as follows. SEK 160,000 for the chairman of the audit committee, SEK 80,000 for each of the other two members of the audit committee, SEK 110,000 for the chairman of the investment committee, SEK 55,000 for each of the two other members of the investment committee, SEK 70,000 for the chairman of the remuneration committee and SEK 35,000 for each of the other two members of the remuneration committee.
Election of auditor and determination of fees for the auditors
The annual general meeting re-elected the accounting firm Öhrlings PricewaterhouseCoopers AB as auditor of the company for the time until the close of the next annual general meeting. The fees to the auditor shall be paid in accordance with approved invoice.
Resolution on guidelines for remuneration to the senior management
The annual general meeting resolved, in accordance with the board’s proposal, to adopt updated guidelines for remuneration to the senior management.
Resolution on long-term incentive program (LTIP 2023) and certain hedging arrangements for the program
The annual general meeting resolved, in accordance with the board’s proposal, on the implementation of a long-term incentive program (LTIP 2023). LTIP 2023 has essentially the same design as the long-term incentive program that was adopted at the annual general meeting in 2022. Participation in LTIP 2023 requires that the participant makes a personal investment in Scandi Standard shares in relation to a fixed percentage of the participants fixed salary and compared to previous programs, the terms and conditions for the share rights has been amended so that the maximum number of ordinary shares allotted to an individual participant have been increased. LTIP 2023 comprises a maximum of 32 participants and a maximum of 302,330 ordinary shares may be allotted to the participants subject to the completion of certain vesting and performance requirements during a three-year vesting period, which will be followed by a two-year lock-up period.
For the purpose of ensuring delivery of ordinary shares to the participants in LTIP 2023 as well as securing and covering social security charges triggered by LTIP 2023, the annual general meeting resolved on an authorisation for the board to resolve on acquisitions of a maximum of 356,000 own ordinary shares, and that a maximum of 302,330 own ordinary shares may be transferred to the participants free of charge in accordance with the terms and conditions of LTIP 2023. Since the company already holds 733,726 own ordinary shares in treasury and not more than 465,824 ordinary shares may be allotted under the already outstanding incentive programs, the company may acquire a lower number of ordinary shares than what is covered by the proposed authorisation.
Resolution on authorisation for the board to resolve on issues of ordinary 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 up to ten per cent of the total number of ordinary shares in the company as of the date of the annual general meeting’s resolution, with or without preferential rights for the shareholders. Where the board of directors resolves on an issue of ordinary shares with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to finance strategic growth, organic growth or other general corporate purposes.
Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of own ordinary shares
The annual general meeting resolved to authorise the board to, on one or several occasions before the next annual general meeting, resolve on acquisitions of so many ordinary shares that the company’s holding of own shares, following each acquisition, amounts to a maximum of ten per cent of all shares in the company, at a price within the at each time prevailing price interval for the ordinary share on Nasdaq Stockholm. Payment for the ordinary shares shall be made in cash and the purpose of an acquisition of own ordinary shares shall be to (i) optimise the company’s capital structure, (ii) enable the use of own ordinary shares as consideration for or as financing of acquisitions of companies or businesses or (iii) to secure delivery of ordinary shares to the participants in the company’s long-term share-related incentive programs and to cover costs related thereto.
In addition, the annual general meeting resolved to authorise the board to, on one or several occasions before the next annual general meeting, resolve on transfers of so many ordinary shares held by the company at the time of the board of directors’ resolution. Transfers may be made on Nasdaq Stockholm, at a price per ordinary share within the at each time prevailing price interval for the ordinary share, as well as by other means than on Nasdaq Stockholm. Transfers of own ordinary shares by other means than on Nasdaq Stockholm shall be made at market terms and payment may be made in cash, in kind or by set-off. Transfers of own ordinary shares by other means than on Nasdaq Stockholm may be made with deviation from the shareholders’ preferential rights. Where made with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to use own shares as consideration for or as financing of acquisitions of companies or businesses.
AGM minutes and complete resolutions
The AGM minutes will be available at the company and the company’s website, www.scandistandard.com.
For further information, please contact:
Jonas Tunestål, CEO
Henrik Heiberg, Head of M&A, Financing & IR: +47 917 47 724
About Scandi Standard
Scandi Standard is the leading producer of chicken-based food products in the Nordic region and Ireland. The company produces, markets and sells ready to eat, chilled and frozen products under the well-known brands Kronfågel, Danpo, Den Stolte Hane, Manor Farm and Naapurin Maalaiskana. Eggs are also produced and sold in Norway. We are approximately 3,000 employees with annual sales of more than SEK 12 billion. For more information, please visit www.scandistandard.com.
