The income statements and the balance sheets of the parent company and the Group were approved, together with the Board’s proposal for profit distribution. The Board of Directors and the President & CEO were discharged from liability for the financial year 2021.
The proposed dividend of SEK 7.60 per share to be paid in two instalments. The first instalment amount will be SEK 3.80 and the second instalment amount will be SEK 0.95 (in accordance with the Annual General Meeting’s resolution on share split and redemption below). The record date for the first instalment is April 28, 2022 and for the second instalment it is October 21, 2022. The first instalment is expected to be distributed by Euroclear Sweden AB on May 3, 2022, and the second instalment on October 26, 2022.
The Annual General Meeting decided for a share split and mandatory share redemption in accordance with the proposal of the Board. , The mandatory share redemption includes that each existing share will be split into four ordinary shares and one redemption share, a reduction of the share capital for repayment to the shareholders and an increase of the share capital by way of a bonus issue. The redemption procedure includes a distribution of SEK 8 per redemption share. Record day for the share split was decided to be May 16, 2022 and last day of trading in the shares before share split and with right to receive redemption shares is May 12, 2022. Payment of the redemption amount, SEK 8 per redemption share, will be done on or about June 13, 2022 through Euroclear Sweden AB. Trading in redemption shares will be possible on Nasdaq Stockholm between May 18 and June 1, 2022. The ISIN-code for the series A redemption share will be SE0017486863 and for the series B redemption share SE0017486871. The ISIN code for ordinary A-shares is SE0017486889 and for B-shares SE0017486897.
The Annual General Meeting decided in accordance with the proposal of the Board to amend the articles of association in order to enable the Annual General Meeting’s decision on a share split by extending the number of shares that may be issued. Further, it was resolved to amend the articles of association in accordance with the proposal of the Board so that information that a notice of a general meeting has been given shall be published in Svenska Dagbladet instead of simultaneous publishing in Svenska Dagbladet and Dagens Nyheter. In addition hereto it was resolved to make a couple of editorial amendments to the Articles of Association.
Eight Board members were elected. Staffan Bohman, Johan Forssell, Heléne Mellquist, Anna Ohlsson-Leijon, Mats Rahmström, Gordon Riske, Hans Stråberg and Peter Wallenberg Jr. Hans Stråberg was re-elected as Chair of the Board.
The Board of Directors’ fee was approved as follows:
A fee of SEK 3,100,000 to the Chair and SEK 1,000,000 to each of the other Board members not employed by the Company. A fee to the members of the Audit Committee consisting of SEK 350,000 to the Chair and SEK 220,000 to the other members of this committee. To the Chair of the Remuneration Committee a fee of SEK 135,000 and fees of SEK 100,000 each to the other members of this committee and further fees of SEK 100,000 to each Board member who, in addition to the above, participates in a committee in accordance with a decision of the Board of Directors.
The Annual General Meeting approved the proposal allowing Board members to receive half of the board fee in the form of synthetic shares and the remaining part in cash. The Annual General Meeting also approved that the obligation of the Company to pay an amount corresponding to the synthetic shares shall be hedged through the purchase of own series A shares.
The Annual General Meeting re-elected Ernst & Young AB as the Company’s auditing company.
The Annual General Meeting approved the proposal of the Board of Directors remuneration report 2021 and a performance based personnel option plan for 2022.
The Annual General Meeting authorized the Board to decide on the purchase and transfer of own series A shares, in order to fulfill obligations related to the performance stock option plan for 2022, and to the part of the board fee that consists of synthetic shares. The Board was authorized to sell shares in order to fulfill obligations related to the performance stock option plans for 2016, 2017, 2018 and 2019 and to cover costs related to synthetic shares to the Board of Directors.
A statutory Board meeting was held after the Annual General Meeting. Anna Ohlsson-Leijon, Chair, Johan Forssell and Hans Stråberg were elected to serve on the Audit Committee. Hans Stråberg, Chair, Staffan Bohman and Peter Wallenberg Jr were elected as members of the Remuneration Committee.
The minutes from the Annual General Meeting will be published on the Company’s website www.atlascopcogroup/agm.
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