Bulletin from EQT AB’s Annual Shareholders’ Meeting 2023
The resolutions passed at EQT AB’s Annual Shareholders’ Meeting (the “Meeting”) on 30 May 2023, included the following:
Approval of the income statements and the balance sheets
The Meeting approved the income statements and the balance sheets for EQT AB and the group, respectively, for the fiscal year 2022.
Dividend
The Meeting resolved, in accordance with the Board’s proposal, on a dividend to the shareholders of SEK 3.00 per share to be paid in two installments. At the first installment SEK 1.50 per share is paid with the record date 1 June 2023. At the second installment SEK 1.50 per share is paid with the record date 30 November 2023. The dividend is expected to be distributed through Euroclear on 7 June 2023 and on 5 December 2023, respectively.
Board
The Meeting discharged the Board members, the CEO and the deputy CEO from liability for the fiscal year 2022, in accordance with the auditor's endorsement.
In accordance with the nomination committee’s proposal, Conni Jonsson, Margo Cook, Brooks Entwistle, Johan Forssell, Diony Lebot, Gordon Orr and Marcus Wallenberg were re-elected as Board members and Conni Jonsson was re-elected as Chairperson of the Board.
Compensation to the Board
The Meeting resolved, in accordance with the nomination committee’s proposal, on compensation to the Board of in total EUR 1,343,640, to be allocated as follows: EUR 295,800 to the Chairperson and EUR 134,640 to each of the other Board members who are not employed by the company, EUR 40,000 to the Chairperson of the audit committee and EUR 20,000 to each of the other two members, EUR 40,000 to the Chairperson of the remuneration committee and EUR 20,000 to each of the other two members, as well as EUR 40,000 to the Chairperson of the sustainability committee and EUR 20,000 to each of the other two members.
The Meeting further resolved, in accordance with the nomination committee’s proposal, that the compensation to the Board shall be paid in shares.
Auditor
In accordance with the nomination committee’s proposal, the Meeting resolved to re-elect KPMG AB as auditor of EQT AB and to approve that the auditors’ fees are to be paid upon approval of their invoice. The authorized public accountant Håkan Olsson Reising will continue to be the auditor in charge for the audit.
Principles for appointment of the nomination committee
In accordance with the nomination committee’s proposal, the Meeting adopted new principles for appointment of the nomination committee.
Remuneration report
The Meeting approved the remuneration report presented by the Board.
Guidelines for remuneration to executive management
The Meeting approved the Board’s proposal on guidelines for executive remuneration. Compared to the guidelines previously adopted, the Board has included a recommendation to Executive Committee members to acquire shares or similar instruments in EQT.
Authorization for the Board to issue shares and warrants
The Meeting resolved, in accordance with the Board’s proposal, to authorize the Board to, during the period until the next Annual Shareholders’ Meeting, on one or more occasions, resolve upon issuances of new shares and/or warrants to be paid in cash, by way of set-off and/or in kind. Shares and/or warrants may be issued without preferential rights for the shareholders of EQT AB. The number of shares and/or warrants issued may not correspond to a dilution of more than 10 percent of the total number of shares as of the first exercise of the authorization, after full exercise of the authorization. The purpose of the authorization is to provide flexibility for acquisitions of companies, businesses or parts thereof, as well as to increase financial flexibility for EQT and broaden the shareholder base.
Authorization for the Board to resolve on repurchase of own shares
The Meeting resolved, in accordance with the Board’s proposal, to authorize the Board to decide on purchases of the company’s own ordinary shares on as many occasions as it deems appropriate during the period up to the next Annual Shareholders’ Meeting. The number of shares purchased must at no time result in the company’s holding exceeding 10 percent of all the shares in the company. The purchases are to be made on Nasdaq Stockholm or in accordance with an offer to acquire shares directed to all shareholders of the same share class or through a combination of these two alternatives. The purposes of the authorization are to enable the Board to adjust the company’s capital structure, enable acquisitions of companies and business operations where payment is made with own shares, deliver shares to Board members as Board fee as well as mitigate the dilution impact from the company’s incentive programs and acquisitions made by EQT.
Amendment of the articles of association
The Meeting resolved, in accordance with the Board’s proposal, to amend the articles of association with an updated wording of § 4 and § 5. The amended § 4 and § 5 allow for class C2 shares to be issued, conversion of class C2 shares into ordinary shares and regulates preferential rights.
The EQT Share Program
The Meeting resolved, in accordance with the Board’s proposal, to adopt the EQT Share Program, including resolutions to authorize the Board to resolve to issue new class C2 shares and to repurchase own class C2 shares. The EQT Share Program further entails that ordinary shares that EQT holds, as a result of the repurchase and reclassification of class C2 shares by virtue of the authorizations, shall be transferred to the participants in the EQT Share Program in accordance with the terms of the EQT Share Program.
The EQT Option Program
The Meeting resolved, in accordance with the Board’s proposal, to adopt the EQT Option Program, including resolutions to authorize the Board to resolve to issue new class C2 shares and to repurchase own class C2 shares. The EQT Option Program further entails that ordinary shares that EQT holds, as a result of the repurchase and reclassification of class C2 shares by virtue of the authorizations, shall be transferred to the participants in the EQT Option Program in accordance with the terms of the EQT Option Program.
Reduction of the share capital through cancellation of treasury class C shares and increase of the share capital through a bonus issue
The Meeting resolved, in accordance with the Board’s proposal, to reduce the share capital, for allocation to non-restricted equity by cancelling the 7,068,423 class C shares held by EQT, through which the share capital decreases by SEK 706,842.30. To restore the share capital following the decrease in the share capital, the Meeting at the same time resolved to increase the share capital by SEK 706,842.30 through a bonus issue without issuing new shares, whereby the decrease amount is to be transferred from non-restricted equity.
Contact
Olof Svensson, Head of Shareholder Relations, +46 72 989 09 15
Rickard Buch, Managing Director, Communications, +46 72-989 09 11
EQT Press Office, press@eqtpartners.com, +46 8 506 55 334
About EQT
EQT is a purpose-driven global investment organization focused on active ownership strategies. With a Nordic heritage and a global mindset, EQT has a track record of almost three decades of delivering consistent and attractive returns across multiple geographies, sectors and strategies. EQT has investment strategies covering all phases of a business’ development, from start-up to maturity. EQT today has EUR 119 billion in fee-generating assets under management, within two business segments – Private Capital and Real Assets.
With its roots in the Wallenberg family’s entrepreneurial mindset and philosophy of long-term ownership, EQT is guided by a set of strong values and a distinct corporate culture. EQT manages and advises funds and vehicles that invest across the world with the mission to future-proof companies, generate attractive returns and make a positive impact with everything EQT does.
The EQT AB Group comprises EQT AB (publ) and its direct and indirect subsidiaries, which include general partners and fund managers of EQT funds as well as entities advising EQT funds. EQT has offices in more than 20 countries across Europe, Asia and the Americas and has close to 1,800 employees.
More info: www.eqtgroup.com
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