Annual General Meeting of Shareholders in Momentum Group AB on 22 August 2018
The following resolutions, among others, were passed at the Annual General Meeting of Shareholders and subsequent statutory Board meeting of Momentum Group AB (publ) (“the Company”) held today, 22 August 2018:
Dividend
The Annual General Meeting of Shareholders resolved in favour of a dividend of SEK 2.60 per share in accordance with the motion of the Board of Directors. The record date for the dividend was set as Friday, 24 August 2018. The dividend is expected to be paid by Euroclear Sweden AB on Wednesday, 29 August 2018.
Discharge from liability of the Board of Directors and the President & CEO
The Annual General Meeting discharged the Board of Directors and the President & CEO from liability for their administration during the 2017/18 financial year.
Board of Directors and auditors
The Annual General Meeting re-elected regular directors Fredrik Börjesson, Charlotte Hansson, Stefan Hedelius, Gunilla Spongh and Jörgen Wigh in accordance with the motion of the Election Committee. Jörgen Wigh was re-elected Chairman of the Board. A presentation of the members of the Board of Directors is available on the Company’s website: www.momentum.group.
At the statutory Board meeting following the Annual General Meeting, the entire Board was appointed to constitute the Company’s Audit Committee. Chairman of the Board Jörgen Wigh and Fredrik Börjesson were appointed to constitute the Company’s Compensation Committee.
The Meeting re-elected the registered accounting firm KPMG AB as the Company’s auditors until the end of the 2019 Annual General Meeting. KPMG has appointed Authorised Public Accountant Håkan Olsson Reising as Auditor in Charge.
Election Committee
The Annual General Meeting resolved in accordance with the motion of this year’s Election Committee to authorise the Chairman of the Board to contact the largest shareholders, in terms of votes, as of 31 December 2018 and request that they appoint four members who, together with the Chairman of the Board, will constitute an Election Committee for the next Annual General Meeting.
Guidelines for determining remuneration and other terms of employment for the President & CEO and other members of senior management
The Annual General Meeting resolved to approve the guidelines for determining remuneration and other terms of employment for the President and CEO and other members of senior management in accordance with the Board’s motion.
Repurchase and conveyance of own shares
The Annual General Meeting resolved, in accordance with the Board’s motion, to authorise the Board, on one or more occasions during the period until the next Annual General Meeting, to acquire and divest Class B shares in the Company. The purpose of such repurchases is to be able to adapt the Group’s capital structure and to pay for future acquisitions of businesses and operations using treasury shares as well as to secure the Company’s obligations under the share-based incentive programmes adopted at the Annual General Meeting, as specified below.
Acquisitions are to be carried out on Nasdaq Stockholm at a price that is within the registered price range at any given time, meaning the range between the highest purchase price and the lowest selling price. The Company’s total holding of treasury shares may at no time exceed 10 percent of the total number of shares in the Company. The total number of shares in Momentum Group AB amounts to 28,265,416, and the Company currently holds 250,000 Class B treasury shares, corresponding to 0.9 percent of the total number of shares and 0.7 percent of the total number of votes.
The Meeting authorised the Board, in deviation from the shareholders’ preferential rights, to divest Class B shares held in treasury in connection with acquisitions of companies or operations, or to secure the conveyance of shares in connection with the Company’s outstanding incentive programmes at any given time, outside Nasdaq Stockholm at a price corresponding to their assessed market value.
At the statutory Board meeting following the Annual General Meeting, the Board resolved to exercise the mandate it had received from the Meeting for the period until the next Annual General Meeting to repurchase Class B shares in the Company.
Issuance of call options for repurchased shares and conveyance of repurchased shares to key individuals in senior positions
The Annual General Meeting resolved, in accordance with the Board’s motion, to offer, in deviation from the shareholders’ preferential rights, key individuals in senior positions in the Momentum Group the opportunity to acquire call options for repurchased Class B shares. A maximum of 250,000 call options, which entitle their holders to acquire an equivalent number of shares, may be issued, which corresponds to approximately 0.9 percent of the total number of shares in the Company. The options are to be acquired at market value. The redemption price is to correspond to 120 percent of the volume-weighted average price for the Company’s Class B shares on Nasdaq Stockholm during the period starting 23 August 2018 up to and including 5 September 2018. To encourage participation in the programme, a subsidy equivalent to the premium paid (before tax) will be paid for each call option after two years, provided that the option holder has not left the Group and that the call options have not been divested before this date.
The Annual General Meeting also resolved to convey up to 250,000 of the Company’s repurchased shares to the option holders in connection with any exercise of the call options.
Information about the 2018 Annual General Meeting
Further information about Momentum Group’s 2018 Annual General Meeting is available on the Company’s website, www.momentum.group, under: Corporate Governance / General Meetings of Shareholders.
Stockholm, 22 August 2018
Momentum Group AB (publ)
For further information, please contact:
Mats Karlqvist, Head of Investor Relations – Tel: +46 70 660 31 32 / e-mail: mats.karlqvist@momentum.group
The information in this document is such that Momentum Group AB (publ) is obliged to make public pursuant to Nasdaq Stockholm’s Rule Book for Issuers. The information was submitted for publication on 22 August 2018 at 4:00 p.m. CET.
This document is in all respects a translation of the Swedish original press release. In the event of any differences between this translation and the Swedish original, the latter shall prevail.
Momentum Group is one of the leading resellers of industrial consumables and components, service and maintenance to professional end users in the industrial and construction sectors in the Nordic region. The Group has annual revenue of approximately SEK 5.6 billion and approximately 1,600 employees. Momentum Group AB (publ) has been listed on Nasdaq Stockholm since June 2017. Read more at www.momentum.group.