Bulletin from the Annual General Meeting 2021 in Momentum Group AB
The following resolutions, among others, were passed at the Annual General Meeting of Shareholders (“the Meeting”) and subsequent statutory Board meeting in Momentum Group AB (publ) (“the Company”) held today, 11 May 2021:
Adoption of the income statements and balance sheets
The Meeting adopted the income statement and balance sheet for the Company as well as the consolidated income statement and consolidated balance sheet for the 2020 financial year.
Dividend
The Meeting resolved in favour of a dividend of SEK 1.50 per share in accordance with the proposal of the Board of Directors. The record date for the dividend was set as Friday, 14 May 2021. The dividend is expected to be paid by Euroclear Sweden AB on Wednesday, 19 May 2021.
Discharge from liability for the Board of Directors and the President & CEO
The Meeting discharged the Board of Directors and the President & CEO from liability for their administration during the 2020 financial year.
Board of Directors and auditors
The Meeting resolved that the Board of Directors is to consist of six Directors. In accordance with the Election Committee’s proposal, Johan Eklund, Stefan Hedelius, Göran Näsholm, Johan Sjö, Gunilla Spongh and Christina Åqvist were re-elected as regular Directors. Johan Sjö was re-elected Chairman of the Board.
A presentation of the members of the Board of Directors is available on the Company’s website.
At the statutory Board meeting following the Meeting, the entire Board of Directors was appointed to constitute the Company’s Audit Committee. Gunilla Spongh was appointed Chairman of the Audit Committee. Chairman of the Board Johan Sjö and Stefan Hedelius 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 2022 Annual General Meeting. KPMG has announced that Authorised Public Accountant Helena Arvidsson Älgne will remain Auditor in Charge.
Fees for the Board of Directors and auditors
The Meeting resolved in accordance with the Election Committee’s proposal of SEK 800,000 in fees to the Chairman of the Board and SEK 380,000 to each of the other Directors appointed by the Meeting. In addition, a special fee is to be paid to the Chairman of the Audit Committee. No other fees are to be paid for committee work. Consequently, the total Directors’ fees amount to SEK 2,800,000 (2,800,000). Fees to auditors are to be paid in accordance with approved invoices.
Board of Directors’ remuneration report 2020
The Meeting resolved to approve the Board of Directors’ remuneration report for 2020.
Authorisation for repurchase and conveyance of own shares
The Meeting resolved, in accordance with the Board’s proposal, 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 corporations and businesses using treasury shares. Holdings of treasury shares are also used to secure the Company’s obligations under the share-based incentive programmes adopted at the Extraordinary General Meeting of Shareholders in November 2017 and at the Annual General Meeting of Shareholders in August 2018.
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 50,906,189, and the Company currently holds 486,000 Class B treasury shares, corresponding to 1.0 percent of the total number of shares and 0.8 percent of the total number of votes.
The Meeting authorised the Board, in deviation from the shareholders’ preferential rights, to divest Class B treasury shares in connection with acquisitions of corporations or businesses, or to secure the conveyance of shares in connection with the Company’s, at any given time, outstanding incentive programmes 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 authorisation it had received from the Meeting to be able to repurchase Class B shares in the Company during the period until the next Annual General Meeting.
Authorisation to resolve to issue new shares up to 10 percent of the number of shares
The Meeting resolved, in accordance with the Board’s proposal, to authorise the Board, on one or more occasions during the period until the next Annual General Meeting, to decide to increase the Company’s share capital by means of a new issue of shares, though such issues should not entail an increase in the Company’s registered share capital or the number of shares in the Company by more than a total of 10 percent, based on the Company’s registered share capital or number of shares before utilising the authorisation. The issue of new shares may be performed with or without deviation from the shareholders’ preferential rights and with or without provisions regarding non-cash issues or right of offset.
The purpose of the authorisation above and the grounds for the deviation from the shareholders’ preferential rights are to improve Momentum Group’s opportunities to conduct or finance the acquisition of other companies, parts of companies or assets that the Board of Directors considers of value to the Company’s operations, or in connection therewith strengthen the Company’s own funds. Issues that deviate from the shareholders’ preferential rights must establish the issue price on the basis of the prevailing market conditions at the time the shares are issued.
The Election Committee ahead of the 2022 Annual General Meeting
The Meeting resolved that the Election Committee ahead of the 2022 Annual General Meeting will consist of Peter Hofvenstam (nominated by Nordstjernan), Stefan Hedelius (nominated by Tom Hedelius), Joachim Spetz (nominated by Swedbank Robur Fonder) and Lilian Fossum Biner (nominated by Handelsbanken Fonder), with Peter Hofvenstam as Chairman.
Information about the 2021 Annual General Meeting
Further information about Momentum Group’s 2021 Annual General Meeting is available on the Company’s website, www.momentum.group, under: Corporate Governance / General Meetings of Shareholders.
Stockholm, 11 May 2021
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
This information 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 11 May 2021 at 4:00 p.m. CEST.
Momentum Group is a leading reseller 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 9.5 billion and some 2,700 employees. Momentum Group AB (publ) has been listed on Nasdaq Stockholm since June 2017. Read more at www.momentum.group.