Byggmax Group AB (publ) 2019 Annual General Meeting
The Annual General Meeting of Byggmax Group AB took place on Thursday, May 9, 2019 in Stockholm, Sweden. The Annual General Meeting resolved in line with all of the motions proposed by the Board and the Nomination Committee. The main contents of key resolutions passed at the meeting are detailed below.
Resolution on the appropriation of profits
The Annual General Meeting resolved that no dividend be distributed for the 2018 fiscal year and that the funds at the disposal of the AGM were to be carried forward.
Resolution regarding adoption of the income statement and balance sheet
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 2018. The Board of Directors and President were discharged from liability for the 2018 fiscal year.
Election of Board of Directors, Chairman of the Board and auditors
The AGM resolved in accordance with the proposal of the Nomination Committee for the re-election of Board members Ullrika Eliasson, Hannele Kemppainen, Anders Moberg, Daniel Mühlbach and Per Strömberg. Furthermore, Kjersti Hobøl, Gunilla Spongh and Anders Berg were elected as new Board members. Anders Moberg was re-elected as Chairman of the Board.
The AGM resolved in accordance with the proposal of the Nomination Committee to appoint the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditors until the end of the next AGM.
Resolution pertaining to directors’ and auditors’ fees
The AGM resolved in line with Nomination Committee’s proposal that directors’ fees be allocated as follows: a fee of SEK 630,000 to the Chairman of the Board and a fee of SEK 300,000 to each of the other Board members. Moreover, with regard to the Audit Committee, it was resolved that fees of SEK 100,000 be allocated to the Chairman and SEK 40,000 to each of the other members.
Fees to auditors are payable against approved invoices.
Resolution on guidelines for the remuneration and other terms of employment for senior executives
The AGM resolved to adopt the Board’s proposal for guidelines for the remuneration and other terms of employment for senior executives, which essentially means that salaries and other terms of employment for senior executives must be competitive and compatible with market rates.
Resolution regarding the incentive program, comprising a private placement and assignment of warrants
The AGM resolved to adopt a long-term incentive program for 12 senior executives at the Byggmax Group, comprising a private placement of a maximum of 1,280,000 warrants to Byggmax AB and the assignment of warrants to the incentive program participants. The assignment of warrants to incentive program participants will be at the market price.
For each Warrant, the Holder is entitled, during the period June 10, 2024 through December 9, 2024, to subscribe for one (1) new share in Byggmax Group AB at a subscription price amounting to 125% of the mean value of the volume-weighted-average for each trading day of the price paid for the Byggmax share on Nasdaq Stockholm during the period May 14, 2019 through May 27, 2019. The company’s share capital can increase by a maximum of SEK 426,666.67, which corresponds to a dilution effect of a maximum of approximately 2.1 percent.
The participants’ acquisition of warrants is subsidized by the Byggmax Group through the participants receiving a cash bonus after tax corresponding to not more than 50 percent of the price of the warrants acquired by the respective participants. This bonus will be paid in the following stages: one fifth, one (1) year after subscription; one fifth, two (2) years after subscription; one fifth, three (3) years after subscription; one fifth, four (4) years after subscription; and one fifth, five (5) 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 for through exercising the warrants.
For further questions, please contact
Mattias Ankarberg, CEO Byggmax Group
Mobile: +46 76119 09 85
About Byggmax Group
Byggmax Group consists of Byggmax, Skånska Byggvaror, and Buildor. For 2017, the Group’s net sales was SEK 5.3 billion. Byggmax Group is listed on Nasdaq since 2010.
Byggmax was founded in 1993 and currently operates 105 stores in Sweden, 40 in Norway and 11 in Finland and e-commerce in all three countries. Byggmax online offer consists of both the complete store assortment as well as an extensive range of online-exclusive products. Since the very beginning, Byggmax business concept has been discount DIY retailing, being the best price DIY retailer for consumers in need of high-quality construction materials. Byggmax stores are located close to the customers homes and are equipped with a drive-in system enabling easy shopping, including the loading of products directly onto the customers vehicles. During the past years, Byggmax Group has acquired Skånska Byggvaror Group and Buildor AB. Skånska Byggvaror is a distance and e-commerce retailer of building projects and materials, with strong offers in e.g., conservatories and green houses. Skånska Byggvaror operates in Sweden, Norway, and Denmark, online and with a number of showroom stores. Buildor is a fast growing e-commerce retailer of home improvement products.