Report from Annual General Meeting in Alligo AB (publ) on 23 May 2024
The following resolutions, among others, were passed at the Annual General Meeting of Shareholders (the “Meeting”) in Alligo AB (publ) (the “Company”) held today, 23 May 2024:
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 2023 financial year.
Dividend
The Meeting resolved in favour of a dividend of SEK 3.50 per share in accordance with the proposal of the Board of Directors. The record date for the dividend was set as Monday, 27 May 2024. The dividend is expected to be paid by Euroclear Sweden AB on Thursday, 30 May 2024.
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 2023 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. Pontus Boman had requested not to be re-elected. Johan Lilliehöök was elected as new Board member. 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 2025 Annual General Meeting. KPMG has announced that Authorised Public Accountant Jonas Eriksson will be appointed as new Auditor in Charge.
Fees for the Board of Directors and auditors
The Meeting resolved in accordance with the Election Committee’s proposal of SEK 750,000 in fees to the Chairman of the Board and SEK 320,000 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 amounting to SEK 150,000 and to the member of the Audit Committee amounting to SEK 75,000 and to the Chairman of the Remuneration Committee amounting to SEK 100,000 and to the member of the Remuneration Committee amounting to SEK 50,000. Accordingly, the total Directors’ fees amount to SEK 2,725,000. Fees to auditors are to be paid in accordance with approved invoices.
Board of Directors’ remuneration report 2023
The Meeting resolved to approve the Board of Directors’ remuneration report for 2023.
Resolution regarding amendment of the Election Committee's instructions
The Meeting resolved, in accordance with the Election Committee´s proposal, to amend the instruction for the Election Committee adopted at the Annual General Meeting 2023. The amendment means that the Company, if less than three members have been nominated, shall not be obliged to ask more than five additional shareholders in the event that the four largest shareholders do not wish to nominate a member and that the Chairman of the Election Committee shall convene the first meeting of the Election Committee.
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 possible future 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 also 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 be able to adapt the Group’s capital structure, 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 reasons 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.
Resolution regarding a long-term incentive programme for senior executives and transfer of own held shares to participants
The Meeting resolved, in accordance with the Board’s proposal, to establish a long-term incentive programme for current and future members of the Company’s group management and other senior executives based on performance shares (“PSP 2024”).
Participation in PSP 2024 requires that the participants invest in shares of series B in the Company, so-called investment shares, during the period from and including 31 May 2024 up to and including 4 June 2024. The Company may transfer a maximum of 20,475 class B shares to the participants as investment shares and the transfer shall be made at a price corresponding to the volume-weighted average price for the Company’s share on Nasdaq Stockholm during the period from and including 24 May 2024 up to and including 30 May 2024. The number of own previously repurchased class B shares in the Company’s possession amounts to 855,300.
For each investment share, the participants are entitled to five (5) performance share rights. Each performance share right entitles the participant to receive up to one (1) class B share in the Company, so-called performance share, free of charge. The transfer shall take place by the Company transferring its own held shares of series B. The number of performance shares that the participants will be allotted under the performance share rights depends on the fulfilment of the performance conditions related to the Company’s adjusted EBITA and sustainability-related targets during the vesting period, which is approximately three (3) years from the launch of the programme.
Allocation of the performance shares under the performance share rights requires, in addition to the fulfilment of the performance conditions for PSP 2024, that the participant, with certain exemptions, remain employed and retain all investment shares acquired by the participant until the end of the vesting period.
In total, a maximum of 102,375 performance shares can be transferred under PSP 2024.
The Election Committee ahead of the 2025 Annual General Meeting
The Meeting resolved that the Election Committee ahead of the 2025 Annual General Meeting will consist of Peter Hofvenstam (nominated by Nordstjernan AB), Stefan Hedelius (nominated by Tom Hedelius), Lilian Fossum Biner (nominated by Handelsbanken Fonder) and Björn Börjesson (nominated by Sandrew AB), with Peter Hofvenstam as Chairman.
Information about the 2024 Annual General Meeting
Further information about Alligo’s 2024 Annual General Meeting is available on the Company’s website, www.alligo.com, under: Corporate Governance / General Meetings of Shareholders.
Stockholm, 23 May 2024
For further information, please contact:
Clein Johansson Ullenvik, President & CEO
Irene Wisenborn Bellander, CFO
Telefon: +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 23 May 2024 at 13:00 CEST.
About Alligo
Alligo is a leading player within workwear, personal protective equipment, tools, and consumables in the Nordic region. Sales are mainly made through the strong concept brands Swedol in Sweden and TOOLS in Norway and Finland. The Group has approximately 2,400 employees and an annual revenue of SEK 9.3 billion. The share is listed on Nasdaq Stockholm. Read more at alligo.com