Bulletin from Hoist Finance AB (publ)'s Annual General Meeting 14 May 2020

Thu, May 14, 2020 16:15 CET

Hoist Finance’s Annual General Meeting (the “Meeting”) was held at 11:00 a.m. on Thursday 14 May 2020, in Stockholm.

Approval of the Income Statement and the Balance Sheet

The Meeting approved the income statement and the balance sheet for the parent company, as well as the consolidated income statement and the consolidated balance sheet for the financial year 2019.

Disposition of Earnings

The Meeting resolved, in accordance with the Board of Directors’ proposal, that the unappropriated earnings at the disposal of the Annual General Meeting shall be carried forward, meaning that no dividend is paid.

Board of Directors

The Meeting discharged the members of the Board of Directors and the CEO from liability for the financial year 2019.

Current members of the Board of Directors Ingrid Bonde, Cecilia Daun Wennborg, Malin Eriksson, Liselotte Hjorth, Robert Kraal and Lars Wollung were re-elected. Henrik Käll was elected as new member of the Board of Directors. The Meeting re-elected Ingrid Bonde as Chairman of the Board of Directors. The former members of the Board of Directors Marcial Portela and Joakim Rubin resigned at the Meeting.

Auditor

The Meeting elected, in accordance with the Nomination Committee’s proposal, EY as auditor until the end of the Annual General Meeting 2021. EY has informed that the authorised public accountant Daniel Eriksson will be the auditor in charge.

Compensation to the Board of Directors

The remuneration to the Board of Directors was set as follows, in accordance with the Nomination Committee’s proposal; SEK 1,475,000 to the Chairman of the Board of Directors, SEK 490,000 to each of the other members of the Board of Directors, SEK 200,000 to the Chairman of the Risk and Audit Committee, SEK 125,000 to each of the other members of the Risk and Audit Committee, SEK 175,000 to the Chairman of the Investment Committee, SEK 100,000 to each of the other members of the Investment Committee, SEK 50,000 to the Chairman of the Remuneration Committee and SEK 50,000 to each of the other members of the Remuneration Committee.

Compensation to the auditor

The Meeting approved, in accordance with the Nomination Committee’s proposal, that the auditor shall be entitled to a fee in accordance with approved invoices.

Guidelines for remuneration to senior executives

The Meeting approved the Board of Directors’ proposal regarding guidelines for remuneration to senior executives.

Deferred variable remuneration in the form of shares in accordance with the Deferred Bonus Plan 2020

The Meeting resolved to approve the Board of Directors’ resolution on deferred variable remuneration in the form of shares in accordance with the Deferred Bonus Plan 2020. The maximum number of shares that may be allotted under the Deferred Bonus Plan amounts to 1,000,000 and will be paid out during the years 2022 – 2024. The intention of the Board of Directors is to hedge the delivery of shares and administrative expenses through a so-called share swap agreement with an external party. The maximum total cost for the Deferred Bonus Plan is estimated to approximately SEK 39,000,000 plus additional costs for the share swap agreement which are estimated to approximately SEK 100,000.

Authorisation to the Board of Directors to resolve on new share issue

The Meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period until the next Annual General Meeting, in order to enable the raising of capital for financing of acquisitions of companies or businesses and larger portfolio investments, on one or several occasions, with or without deviation from the shareholders’ preferential rights, against cash payment, through set-off or against consideration in kind, to make a decision on issuance of new shares. The number of shares in the company may, by virtue of this authorisation, not exceed an increase of ten (10) per cent of the number of shares at the date of the Meeting.

Authorisation to the Board of Directors to resolve on acquisition of own shares

The Meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period until the next Annual General Meeting, on one or several occasions, subject to applicable capital adequacy requirements at any given time, to resolve on acquisition of own shares according to the following terms and conditions:

Acquisitions of own shares may only be made of so many shares that the company’s holding of treasury shares at any given time does not exceed ten (10) per cent of the total number of shares in the company.
Acquisitions of own shares may only be made on Nasdaq Stockholm and in accordance with the Nasdaq Stockholm Rulebook for Issuers.
Acquisitions of own shares may only be made at a price per share within the spread registered on Nasdaq Stockholm from time to time, meaning the spread between the highest bid price and the lowest ask price.
Payment for the shares shall be made in cash.

Statutory Board meeting

At a statutory Board meeting held in connection with the Meeting; (i) Ingrid Bonde, Cecilia Daun Wennborg and Liselotte Hjorth were elected as members of the Risk and Audit Committee with Cecilia Daun Wennborg as Chairman of the committee, (ii) Ingrid Bonde, Lars Wollung and Robert Kraal were elected as members of the Remuneration Committee with Ingrid Bonde as Chairman of the committee, and (iii) Malin Eriksson, Liselotte Hjorth, and Henrik Käll were elected as members of the Investment Committee with Malin Eriksson as Chairman of the committee.

For further information, please contact:
Andreas Lindblom, Head of Investor Relations
Telephone: +46 (0) 72 506 14 22

About Hoist Finance
Hoist Finance is a trusted debt resolution partner to individuals, companies and banks in eleven European countries. With over 1600 dedicated colleagues, smart digital solutions and a deep understanding of individual financial circumstances, we help over six million customers keep their commitments. This is achieved by agreeing on sustainable repayment plans so that everyone is included within the financial ecosystem. Hoist Finance has a diverse portfolio of asset classes and our online savings platform in Sweden and Germany enables our unique funding model. Hoist Finance was founded in 1994 and is today a public company listed on Nasdaq Stockholm. For more information, please visit hoistfinance.com.