Press release from annual shareholders’ meeting in Actic Group AB (publ)

At today’s annual shareholders’ meeting in Actic Group AB (publ) in Stockholm the shareholders resolved upon the following:

Approval of income statement and balance sheet for the financial year 2017 and discharge from liability

The annual shareholders’ meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2017. The members of the board and the managing director were discharged from liability for the financial year 2017.

Allocation of profit or loss 

The annual shareholders’ meeting resolved, in accordance with the board’s proposal, that the funds at the meeting’s disposal, SEK 832,996,020, be allocated so that SEK 0.50 per share, in total SEK 7,948,468, is paid as dividend to the shareholders, and that the company’s remaining unrestricted equity, SEK 825,047,552, be carried forward. It was resolved that Thursday 17 May 2018 should serve as record date for the right to receive a dividend.

Election of board members, auditors, fees to the board of directors and auditors

The annual shareholders’ meeting resolved, in accordance with the proposal from the nomination committee, that the board of directors shall consist of six ordinary board members with no deputy board members, and that the company shall have one auditor with no deputy auditors.

It was resolved, in accordance with the proposal from the nomination committee, to re-elect Göran Carlson, Stefan Charette, Therese Hillman, Fredrik Söderberg and Åsa Wirén and to elect Viktor Linell, as members of the board of directors for the time until the end of the next annual shareholders’ meeting. Göran Carlson was re-elected as chairman of the board of directors. The accounting firm KPMG was re-elected as auditor, and it was noted that the authorised public accountant Håkan Olsson Reising will be auditor in charge.

The annual shareholders’ meeting further resolved, in accordance with the proposal from the nomination committee, that the fees to the board shall be allocated as follows: SEK 550,000 shall be paid to the chairman of the board and a fee of SEK 250,000 shall be paid to each of the other board members. Fees for committee work shall be paid with a fee of SEK 50,000 to the chairman of the remuneration committee, SEK 25,000 to each of the other members of the remuneration committee, SEK 100,000 to the chairman of the audit committee, and SEK 50,000 to each of the other members of the audit committee. The annual shareholders’ meeting further resolved that auditor fees shall be paid in accordance with approved invoice.

Guidelines for remuneration for members of management

The annual shareholders’ meeting resolved to adopt guidelines for remuneration of members of management in accordance with the board’s proposal. The guidelines are principally unchanged from the guidelines which were adopted at the annual shareholders’ meeting 2017. 

Nomination committee for the annual shareholders’ meeting 2018

The annual shareholders’ meeting resolved, in accordance with the proposal from the nomination committee, to adopt principles for the appointment of the nomination committee for the annual shareholders’ meeting 2019. In short, the nomination committee shall be composed of representatives of the four largest shareholders of Actic as of 31 August 2018, together with the chairman of the board.

Authorisation to issue new shares

The annual shareholders’ meeting resolved to, in accordance with the board’s proposal, authorise the board to resolve - at one or several occasions and for the time period until the next annual shareholders’ meeting - to increase the company’s share capital by new share issues, to the extent that it corresponds to a dilution of not more than 10 percent of the number of shares outstanding at the time of the notice of the annual shareholders’ meeting. New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorization is to increase the company’s financial flexibility in connection with acquisitions.

For more information, please contact:

Niklas Alm, Investor Relations, niklas.alm@actic.se, +46 70 824 40 88

The information was submitted for publication on Tuesday, 15 May 2018 at CET 1:50 pm.

Actic (formerly Nautilus Gym) was founded in 1981 and launched the Gym & Swim club concept. The company began its international expansion in 1995 and as per 31 December 2017, Actic had 18q facilities and over 230,000 members in five countries. Actic’s main markets are Sweden, Norway, Finland as well as Germany and Austria. Actic offers a well-established exercise method known as high-intensity training (HIT) and offers its members personal training programmes including follow-up sessions with trained instructors. Together with swimming, this forms the core of Actic’s offering and differentiates us in the market.

Actic’s vision is to create a healthier society by attracting a broad target group and thereby expanding the market. The facilities engage in the local community to contribute to a healthier society. Actic, which has its head office in Solna, Stockholm, has approximately 800 full-time equivalent employees and had net sales of SEK 881 million in 2017. Actic is led by its President and CEO Christer Zaar.

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