Bulletin from the Annual General Meeting in Boozt AB on 10 May 2019
Today, on 10 May 2019, an annual general meeting was held in Boozt AB. A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority. At the Annual General Meeting, the board of directors withdrew its proposal for resolution on implementation of a long-term incentive program for the company’s CEO, Group Management and key employees (item 16 on the agenda).
Resolution on adoption of accounts and allocation of the company’s result
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet. The annual general meeting also resolved to distribute the company’s result in accordance with the proposal from the board of directors meaning that no dividends are paid to the shareholders and that the available funds of SEK 760,621,378 are carried forward.
Discharge of the members of the board of directors and the CEO from liability
The annual general meeting resolved to discharge the members of the board of directors and the CEO from liability for the financial year 2018.
Election of the board of directors and auditors as well as remuneration for the members of the board of directors and auditors
The annual general meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Henrik Theilbjørn, Jón Björnsson, Kent Stevens Larsen, Bjørn Folmer Kroghsbo and Cecilia Lannebo as ordinary board members. Luca Martines was elected as new ordinary board member. Henrik Theilbjørn was re-elected as Chairman of the board. Jimmy Fussing Nielsen, Staffan Mörndal and Charlotte Svensson had declined re-election as board members.
Furthermore, the annual general meeting resolved that remuneration to the board of directors shall be paid with SEK 600,000 to the Chairman of the board and with SEK 300,000 to each of the other board members who are not employed by the company. Remuneration for committee work shall be paid with SEK 150,000 to the Chairman of the Audit Committee, with SEK 100,000 to each of the other members in the Audit Committee, with SEK 75,000 to the Chairman of the Remuneration Committee and with SEK 40,000 to each of the other members in the Remuneration Committee.
The annual general meeting also resolved to re-elect Deloitte AB as auditor and that the remuneration to the auditor shall be paid in accordance with customary norms and approved invoice. Deloitte AB has informed that Didrik Roos will continue to be appointed as the responsible auditor.
Resolution on instruction and charter for the Nomination Committee
The annual general meeting resolved that a Nomination Committee shall be appointed before the coming election and remuneration. The Nomination Committee for the annual general meeting 2020 shall be composed of representatives of the three largest shareholders listed in the shareholders’ register maintained by Euroclear Sweden AB as of August 31, 2019 and the Chairman of the board. Furthermore, an instruction and charter for the Nomination Committee was adopted.
Determination of Remuneration Policy the Group Management
The annual general meeting resolved in accordance with the proposal from the board of directors to adopt a Remuneration Policy regarding determination of remuneration and other benefits for the CEO and Group Management.
Resolution on authorization for the board of directors regarding new share issues
The annual general meeting resolved, in accordance with the proposal from the board of directors, to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve to issue shares. A new issue should be able to be made with or without provisions regarding contribution in kind, set-off or other conditions. The total number of shares issuable pursuant to the authorization shall not exceed 10 per cent of the total number of existing shares in the company at the time of the annual general meeting. In case the authorization is used for a new issue with deviation from the shareholders’ preferential rights, the subscription price shall be on market terms (subject to customary new issue discount, as applicable). The purpose of the authorization is to be able to execute and finance acquisitions of companies and assets.
Resolution on implementation of a long-term incentive program by way of (A) implementation of a performance-based share program; (B) amendment of the Articles of Association; (C) authorization on directed issues of series C shares; (D) authorization on repurchase of series C shares; and (E) resolution on transfer of own ordinary shares
The board of directors withdrew its proposal for resolution on implementation of a long-term incentive program for the company’s CEO, Group Management and key employees. The background to the withdrawal was that certain international institutional shareholders had informed the company that they intended to vote against the proposal which would result in the required majority requirement of nine-tenths of the votes cast as well as of all shares represented at the annual general meeting not being met. The board of directors intends to prepare a revised proposal for a long-term incentive program that will be presented for adoption at a subsequent extraordinary general meeting.
Malmö on 10 May 2019
Boozt AB (publ)
For additional information, please contact:
Hermann Haraldsson / Group CEO / Phone: +45 20 94 03 95 / Email: firstname.lastname@example.org
Anders Enevoldsen / Head of IR & Corporate Comm. / Phone: +45 53 50 14 53 / Email: email@example.com
The information was submitted for publication, through the agency of the contact persons set out above, at 11:30 CET on 10 May 2019.
Boozt is a leading, fast-growing and profitable Nordic technology company selling fashion online. The Group generated net sales amounting to SEK 2.8 billion in 2018. Boozt offers its customers a curated and contemporary selection of fashion brands, relevant to a variety of lifestyles, mainly through its multi-brand webstore Boozt.com. The company is focused on using cutting-edge, in-house developed technology to curate the best possible customer experience. Besides Boozt.com, the company also runs the webstore Booztlet.com and retail stores Booztlet and Beauty by Boozt in Denmark. For more information, please visit booztfashion.com.