Report from Annual General Meeting in Alligo AB (publ) on 11 May 2022
The following resolutions, among others, were passed at the Annual General Meeting of Shareholders (“the Meeting”) in Alligo AB (publ) (“the Company”) held today, 11 May 2022:
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 2021 financial year.
Dividend
The Meeting resolved in favour of a dividend of SEK 1.75 per share in accordance with the proposal of the Board of Directors. The record date for the dividend was set as Friday, 13 May 2022. The dividend is expected to be paid by Euroclear Sweden AB on Wednesday, 18 May 2022.
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 2021 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, Göran Näsholm, Stefan Hedelius, Cecilia Marlow, Johan Sjö and Christina Åqvist were re-elected as Directors. Johan Eklund had requested not to be re-elected. Pontus Boman was elected as new Director. Göran Näsholm was re-elected Chairman of the Board.
A presentation of the members of the Board of Directors is available on the Company’s website.
The Meeting re-elected the registered accounting firm KPMG AB as the Company’s auditors until the end of the 2023 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 650,000 in fees to the Chairman of the Board and SEK 300,000 to each of the other Directors appointed by the Meeting. In addition, special fees are to be paid to the Chairman of the Audit Committee and to the Chairman of the Remuneration Committee amounting to SEK 150,000 and SEK 100,000 respectively. No other fees are to be paid for committee work. Accordingly, the total Directors’ fees amount to SEK 2,400,000. Fees to auditors are to be paid in accordance with approved invoices.
Board of Directors’ remuneration report 2021
The Meeting resolved to approve the Board of Directors’ remuneration report for 2021.
Resolution regarding amendment of the guidelines for determining remuneration and other terms of employment for senior management and resolution on a one-time bonus for 2022/2023
The Meeting resolved, in accordance with the Board of Directors’ proposal, to amend the guidelines for determining the remuneration and other terms of employment for senior management.
Furthermore, the Meeting resolved, in accordance with the Board of Directors’ proposal, that the Group's President and CFO shall receive a one-time cash bonus corresponding to a maximum of one (1) annual salary (based on fixed salary) and shall be measured against the specific EBITA targets for 2022/2023 and other parameters determined by the Board of Directors.
Resolution regarding the issuance of call options for repurchased shares and the transfer of repurchased shares to key individuals in senior positions (“2022 ShareBased Incentive Programme”)
The Meeting resolved, in accordance with the Board of Directors' proposal, to offer key individuals in senior positions in the Alligo Group the opportunity to acquire call options on repurchased Class B shares, in deviation from the shareholders' preferential rights. A maximum of 185,000 call options entitling the holder to acquire an equivalent number of shares may be issued, corresponding to approximately 0.36 per cent of the total number of shares and approximately 0.33 per cent of the total number of votes in the Company. Acquisition of call options shall be at market value.
Each call option entitles its holder to acquire one (1) repurchased Class B share in the Company on three occasions: 1) during the period starting 2 June 2025 up to and including 16 June 2025, 2) during the period starting 18 August 2025 up to and including 1 September 2025, and 3) during the period starting 3 November 2025 – 17 November 2025. The exercise price is to correspond to 120 per cent of the volume-weighted average price for the Company’s Class B shares on Nasdaq Stockholm during the period starting 12 May 2022 up to and including 25 May 2022. In order to encourage participation in the programme, a subsidy equivalent to the premium paid for each call option (before tax) will be paid after two years, provided that the option holder's employment with the Group has not been terminated and that the call options have not been divested before this time.
Furthermore, the Meeting decided to transfer up to 185,000 of the Company's repurchased shares to the option holders in connection with the possible exercise of the call options.
Authorisation for the Board of Directors to decide on acquisition and transfer 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 as well as to secure the Company’s obligations under share-based incentive programmes.
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 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.
Resolution regarding authorisation for the Board of Directors to resolve to issue new shares up to 10 per cent 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 Alligo’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.
The Election Committee ahead of the 2023 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 2022 Annual General Meeting
Further information about Alligo’s 2022 Annual General Meeting is available on the Company’s website.
Stockholm, 11 May 2022
Alligo AB (publ)
For further information, please contact:
Clein Johansson Ullenvik, President & CEO
Tel +46 8 712 00 00
This information is such that Alligo AB (publ) is obliged to make public pursuant to Nasdaq Stockholm’s Rule Book for Issuers. The information was submitted, through the agency of the contact person set out above, for publication on 11 May 2022 at 1:00 p.m CET.
Alligo is a leading player within workwear, personal protective equipment, tools, and consumables in the Nordic region. The Group has annual revenue of approximately SEK 8.5 billion and approximately 2,300 employees. Alligo AB (publ) has been listed on Nasdaq Stockholm since June 2017. Read more at www.alligo.com.