Annual General Meeting of Byggmax Group AB (publ)
Annual General Meeting of Byggmax Group AB (publ)
The Annual General Meeting (AGM) of Byggmax Group AB (publ) took place on Thursday, May 6, 2021. In light of the extraordinary situation that prevails as a result of covid-19, the Annual General Meeting was conducted by postal voting, without physical attendance. Complete information and documentation regarding the AGM's decision can be found on the company's website, www.byggmax.se. The AGM resolved in line with all the motions presented in the notification of the AGM.
Resolution regarding adoption of the income statement and balance sheet etc.
The AGM resolved to adopt the income statement and balance sheet for the Parent Company as well as the consolidated income statement and consolidated balance sheet for the previous financial year. The Board of Directors and the Managing Director were discharged from liability for the same period.
Resolution on the appropriation of profits
The AGM resolved that a dividend for the financial year 2020 be paid in an amount of SEK 2.75 per share, a total of SEK 167,747,373.75. The record date will be May 10, 2021. Dividend is expected to be paid by Euroclear Sweden AB on the third banking day after the record date, i.e. on May 14, 2021
Board of Directors
The AGM resolved in accordance with the proposal of the Nomination Committee for the re-election of Board members Kjersti Hobøl, Anders Moberg, Daniel Mühlbach, Lars Ljungälv and Gunilla Spongh. Furthermore, Andreas Elgaard and Catarina Fagerholm were elected as new Board members. Anders Moberg was re-elected as Chairman of the Board.
Resolution pertaining to directors’ fees
The AGM resolved in line with the Nomination Committee’s proposal that directors’ fees be allocated as follows: a fee of SEK 775,000 to the Chairman of the Board and a fee of SEK 325,000 to each of the other Board members. Moreover, with regard to the Audit Committee, it was resolved that fees of SEK 150,000 be allocated to the Chairman and SEK 75,000 to each of the other two members, and with regard to the Remuneration Committee, it was resolved that fees of SEK 65,000 be allocated to the Chairman and SEK 40,000 to each of the other two members.
Auditor
The AGM resolved to re-elect the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the Company’s auditor until the end of the next AGM. Authorized Public Accountant Cesar Moré will serve as the Auditor in Charge. Fees to the auditor are paid against approved invoices.
Approval of the remuneration report
The AGM resolved to approve the Board’s remuneration report.
Authorization of the Board of Directors to resolve on issue of shares, warrants and/or convertible instruments
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board to, with or without deviation from shareholders’ preferential rights and on one or several occasions during the period until the next AGM, resolve to increase the Company’s share capital by issuing new shares, warrants or convertible instruments. The number of shares that such issues may comprise may be equivalent to a maximum of ten percent of the share capital of the Company at the time of the 2021 AGM. The complete proposal containing additional conditions is included in the notification of the AGM.
Authorization of the Board of Directors to resolve on acquisitions and transfers of own shares
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board to, on one or several occasions during the period until the next AGM, resolve on acquisitions and transfers of the Company’s own shares. Acquisitions shall take place on Nasdaq Stockholm at a price per share within the price interval registered at any given time, i.e. the interval between the highest bid price and the lowest selling price, and may take place provided that the Company’s holding does not at any time exceed five percent of all shares in the Company. Transfer of own shares shall be made either on Nasdaq Stockholm or in another manner with deviation from shareholders’ preferential rights and may comprise all treasury shares held by the Company at any given time. The complete proposal containing additional conditions is included in the notification of the AGM.
Resolution regarding incentive program, comprising a private placement and assignment of warrants
The AGM resolved on a long-term incentive program for 12 senior executives in the Byggmax Group, comprising a private placement of not more than 640,000 warrants to Byggmax AB and assignment of warrants to the participants in the incentive program. The transfer of the warrants to the participants in the incentive program shall take place at market value.
Each warrant entitles the holder, during the period from 15 June 2026 to 14 December 2026, to subscribe for one (1) new share in Byggmax Group AB (publ) at a subscription price amounting to 125 percent of the volume-weighted average price paid for the company's share on Nasdaq Stockholm during the period from May 12, 2021 to May 26, 2021. The company’s share capital can increase by a maximum of SEK 213,333.33, which corresponds to a dilution effect of at most about 1 percent.
The participants’ acquisition of warrants is subsidized by the Byggmax Group through the participants receiving a cash bonus that, after individual tax, correspond to not more than 50 percent of the price of the warrants acquired by the respective participants. This bonus will be paid out with 1/5 annually starting one year after subscription, and with the last payment five years after subscription and requires that before each payment the respective participant is still an employee of the Byggmax Group and still holds the acquired warrants or, where applicable, the shares subscribed through exercising the warrants.
Resolution to amend the Articles of Association
The AGM resolved to amend the Articles of Association. The resolution results in some editorial changes and that section 10 of the Articles of Association is supplemented in such a way that the Board may collect proxies before a general meeting and that the board before a general meeting may decide that shareholders may exercise their voting rights by post before the general meeting.
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board to, on one or several occasions during the period until the next AGM, resolve on acquisitions and transfers of the Company’s own shares. Acquisitions shall take place on Nasdaq Stockholm at a price per share within the price interval registered at any given time, i.e. the interval between the highest bid price and the lowest selling price, and may take place provided that the Company’s holding does not at any time exceed five percent of all shares in the Company. Transfer of own shares shall be made either on Nasdaq Stockholm or in another manner with deviation from shareholders’ preferential rights and may comprise all treasury shares held by the Company at any given time. The complete proposal containing additional conditions is included in the notification of the AGM.
For further information, please contact:
Helena Nathhorst, CFO
Mobile: +46 76119 00 40
E-mail: helena.nathhorst@byggmax.se
Mattias Ankarberg, CEO Byggmax Group
Mobile: +46 76119 09 85
E-mail: mattias.ankarberg@byggmax.se
About Byggmax Group
Byggmax is a leading Nordic retail chain offering construction materials and do-it-yourself products with a well-developed online commerce section and 175 physical stores in Sweden, Norway and Finland. Byggmax offers straightforward and excellent value products of high quality at the best price. Byggmax wants to be close to its customers and offer customers the know-how to improve their homes, regardless of budget or previous experience. Included in Byggmax Group is Skånska Byggvaror, a Nordic e-commerce company with self-developed compound products for home and garden, such as patio rooms and green houses. The group’s annual revenue 2020 was SEK 6.8 billion and the corporate group is listed on Nasdaq since 2010.