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

At the annual general meeting in Storskogen today on 8 May 2024, it was resolved on, among other things, a dividend of SEK 0.09 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, Johan Thorell and Robert Belkic as board members, re-election of Ernst & Young Aktiebolag as auditor, adoption of guidelines for remuneration to the senior executives, implementation of two incentive programs 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 2023.

Dividend

The annual general meeting resolved on a dividend of SEK 0.09 per share for the financial year 2023 and that Monday, 13 May 2024 shall be the record date for the dividend. Payment is expected to be made on Thursday, 16 May 2024.

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 close of the annual general meeting 2025. Alexander Murad Bjärgård, Louise Hedberg, Johan Thorell and Robert Belkic were re-elected as members of the board of directors for the period until the close of the annual general meeting 2025.

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 the members of the board of directors who are members of the board of directors’ sustainability committee shall receive additional fees of SEK 50,000 per member (SEK 75,000 for the chair of the sustainability 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 close of the annual general meeting 2025. Fees to the auditor shall be paid in accordance with approved invoices.

Resolution on guidelines for remuneration to the senior executives

The annual general meeting resolved to adopt guidelines for remuneration to the senior executives which shall apply to remuneration agreed by the Company after the 2024 annual general meeting.

Resolution on implementation of a warrant program etc.

The annual general meeting resolved to implement a warrant program directed to not more than 63 senior executives and key employees in the group. The participants in the warrant program 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 B-share in the company during a subscription period from and including 1 June 2027 (but no earlier than the day following the publication of the company's interim report for the period 1 January–31 March 2027) 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 B-share on Nasdaq Stockholm during the period from and including 10 May 2024 up to and including 23 May 2024. The maximum number of warrants to be allotted is 10,578,591.

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 25 senior executives and other 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 the period from and including 10 May 2024 up to and including 23 May 2024. The maximum number of employee stock options that can be granted is 4,603,222.

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 4,603,222 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 program.

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 issuances 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, the former member of the board of directors Bengt Braun for the time 1 January – 12 May 2023 and the former CEO Daniel Kaplan discharge from liability for the financial year 2023; and
• approve the remuneration report.

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