Resolutions at the annual general meeting in Storskogen Group AB (publ)

At the annual general meeting in Storskogen today on 12 May 2023, it was resolved on, among other things, a dividend of SEK 0.08 per share, re-election of Annette Brodin Rampe as member of the board of directors and chairman of the board of directors, re-election of Alexander Murad Bjärgård, Louise Hedberg and Johan Thorell as board members, new election of Robert Belkic as member of the board of directors, re-election of Ernst & Young Aktiebolag as auditor, implementation of three incentive programmes and authorisations for the board of directors to resolve on issuances of B-shares and repurchases and transfers of treasury B-shares.

Adoption of income statements and balance sheets

The annual general meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2022.

Dividend

The annual general meeting resolved on a dividend of SEK 0.08 per share for the financial year 2022 and that Tuesday 16 May 2023 shall be the record date for the dividend. Payment is expected to be made on Monday 22 May 2023.

Election of the members of the board of directors and determination of the fees to be paid to the board of directors

Annette Brodin Rampe was re-elected as a board member and as chairman of the board of directors for the period until the end of the annual general meeting 2024. Alexander Murad Bjärgård, Louise Hedberg and Johan Thorell were re-elected as members of the board of directors for the period until the end of the annual general meeting 2024. Robert Belkic was newly elected as a board member for the period until the end of the annual general meeting 2024.

The annual general meeting resolved that fees the board of directors shall be paid by SEK 2,145,000 in total and allocated in accordance with the following: SEK 900,000 shall be paid to the chair of the board of directors and SEK 415,000 shall be paid to each of the other members of the board of directors. However, a board member who receives remuneration from the company due to employment shall not receive any fees.

The annual general meeting further resolved that the members of the board of directors who are members of the board of directors’ audit committee shall receive additional fees of SEK 100,000 per member (SEK 200,000 for the chair of the audit committee), that the members of the board of directors’ remuneration committee shall receive additional fees of SEK 50,000 per member (SEK 75,000 for the chair of the remuneration committee) and that, if the board of directors’ decides to establish a sustainability committee, additional fees shall be paid in the amount of SEK 50,000 per member of such a committee (SEK 75,000 to the chair of such a committee).

Election of auditor and determination of the fees to be paid to the auditor

The annual general meeting re-elected Ernst & Young Aktiebolag as the company’s auditor for the period until the end of the annual general meeting 2024. Fees to the auditor shall be paid in accordance with approved inoivce.

Resolution on implementation of a share savings programme etc.

The annual general meeting resolved to implement a share savings programme directed to not more than 119 group management and key employees in the group. The participants in the share savings programme are offered to acquire, or allocate already held, shares in Storskogen as so-called savings shares. The savings shares may not consist of savings shares alredy allocated under the share savings programmes adopted in 2021 and 2022. Conditioned that the participants owning their savings shares during a period of three years, and meets certain performance criteria as stated in the terms and conditions of the share savings programme, the participants will be able to receive between two and six so‑called performance shares per savings share. The performance shares are B-shares and are received free of charge. In total, not more than 5,804,232 performance shares may be alloted to the participants of the share savings programme.

For the purpose of ensuring delivery of shares under the share savings programme the annual general meeting further resolved to issue not more than 5,804,232 warrants to the company itself, free of charge, and to approve transfer of warrants to participants of the share savings programme (or to an appointed third party) in connection with delivery of performance shares to participants in the programme.

Resolution on imlementation of a warrant programme etc.

The annual general meeting resolved to implement a warrant programme directed to not more than 83 senior executives and key employees in the group. The participants in the warrant programme are offered to subscribe for warrants against cash payment of an amount corresponding to the market value of the warrant at the time of subscription. Each warrant entitles the holder to subscribe for one new Class B share in the company during a subscription period from 1 June 2026 (but no earlier than the day after the publication of the company's interim report for the period 1 January-31 March 2026) up to and including the day that falls 30 calendar days thereafter, at a subscription price corresponding to 150 per cent of the volume-weighted average price paid for Storskogen's Class B share on Nasdaq Stockholm during the period from 15 May 2023 up to and including 30 May 2023. The maximum number of warrants to be alloted is 6,003,566.

Resolution on implementation of an employee stock option plan etc.

The annual general meeting resolved to implement an employee stock option plan directed to not more than 36 senior full-time key employees in the group. The participants of the employee stock option plan will be offered the possibility to receive a certain number of employee stock options free of charge. The employee stock options give the participant the right to after three years acquire one B-share in Storskogen per employee stock option at a price equivalent to 150 percent of the volume weighted average price for the Storskogen B-share on Nasdaq Stockholm during the trading days falling within a period of ten banking days immediately prior to the date of grant. The maximum number of employee stock options that can be granted is 2,772,015.

For the purpose of ensuring delivery of shares under the employee stock option plan the annual general meeting further resolved to issue not more than 2,772,015 warrants to the company itself, free of charge, and to approve transfer of warrants to participants of the employee stock option plan (or to an appointed third party) in connection with delivery of B-shares to participants in the programme.

Resolution on authorisations for the board of directors to resolve on issuances of B-shares, warrants that may be exercised for subscription of B-shares and/or convertibles that may be converted to B-shares as well as acquisitions and transfers of treasury B-shares

The annual general meeting resolved to authorise the board of directors to resolve upon issuances of B-shares, warrants that can be exercised for subscription of B-shares and/or convertibles that can be converted to B-shares as well as acquisitions and transfers of treasury B-shares. The issue authorisation is limited so that the board of directors may not resolve upon issunances of B-shares, convertibles or warrants that entail that the total number of B-shares that are issued, issued through conversion of convertibles or issued through exercise of warrants exceeds ten per cent of the total number of B-shares in the company at the time the board of directors exercises the authorisation for the first time. Acquisitions may be made of a maximum of so many B-shares in the company that the company’s holdings of treasury shares following the acquisition does not exceed ten per cent of all shares in the company. Transfers may be made of treasury B-shares held by the company at the time of the board of directors’ resolution to transfer shares. Issues, acquisitions and transfers may be made with deviation from the shareholders’ preferential rights pursuant to the terms of the respective authorisation.

Other resolutions
The annual general meeting also resolved to:

• grant all members of the board of directors and the CEO discharge from liability for the financial year 2022; and
• approve the remuneration report.

The minutes from the annual general meeting will be made availible at the company on the company’s website (www.storskogen.com).