Annual report, dividend and discharge from liability
The annual general meeting resolved to adopt the annual report and the consolidated annual report for the financial year 2023. The meeting further resolved, in accordance with the board of director’s proposal, that no dividend shall be paid to the shareholders and that the amount at the annual general meeting’s disposal shall be carried forward. The members of the board of directors and the CEO were discharged from liability.
Board of directors, auditor and fees
Per G. Braathen, Gunilla Rudebjer, Kristina Patek and Fredrik Wirdenius were re-elected, and Michael Levie and Frank Veenstra were elected, as members of the board of directors for the period until the end of the next annual general meeting. Per G. Braathen was re-elected as chair of the board of directors and Öhrlings PricewaterhouseCoopers AB was elected as auditor for the same period. The annual general meeting resolved that fees to the members of the board of directors and the auditor shall be paid in accordance with the proposal of the nomination committee.
Guidelines for remuneration to senior executives
The annual general meeting resolved, in accordance with the proposal of the board of directors, to adopt guidelines for remuneration to senior executives.
Presentation of the board of directors’ remuneration report for approval
The annual general meeting approved the board of directors’ remuneration report.
Long-term incentive program
The annual general meeting adopted a long-term incentive program which shall be directed to members of the executive committee and certain other key employees of the Scandic Group and comprise no more than 80 participants. Within the scope of the long-term incentive program, the company will allot participants share units entailing a right to receive one common share in Scandic free of charge, subject to certain conditions being met. It was resolved that Scandic may enter into an equity swap agreement with a third party to ensure that shares can be delivered to participants, however, Scandic may enable delivery of shares through purchase of own shares which can be transferred to the participants in the program.
Authorisation to issue shares and/or warrants and/or convertibles
The annual general meeting resolved to authorise the board of directors to resolve to issue new shares and/or warrants and/or convertibles on one or several occasions until the next annual general meeting, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. The number of shares that may be issued and the number of shares that shall be possible to subscribe/convert may amount to a number of shares resulting in an increase of the share capital at the time of the notice to the annual general meeting of not more than ten (10) per cent.
Authorisation for the board of directors to resolve on repurchase and transfer of own shares
The annual general meeting resolved to authorise the board of directors to - at one or several occasions and for the time period until the next annual shareholders’ meeting - resolve on repurchase and transfer of own shares. The purpose of the authorisation is to adapt and improve the capital structure of Scandic from time to time and thereby create further shareholder value, to enable transfer of own shares in accordance with the long-term incentive program 2024 and to secure costs connected to this long-term incentive program.
Authorisation for the board of directors to transfer own shares to Scandic employees who participate in the long-term incentive program for 2024
The annual general meeting resolved that transfer of own shares, in a maximum number of 725 000 to the participants in the long-term incentive program 2024 shall be possible.
More information about the resolutions is available in the notice and the complete proposals which are available on the company’s website, https://www.
