Bulletin from Hoist Finance AB (publ)'s Annual General Meeting 16 May 2019

Hoist Finance’s Annual General Meeting (the “Meeting”) was held at 11:00 a.m. on Wednesday 16 May 2019, in Stockholm, Sweden.

Approval of the Income Statement and the Balance Sheet

The Annual General 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 2018.

Dividend

The Meeting resolved, in accordance with the Board of Director’s proposal, that the unappropriated earnings at the disposal of the 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 2018.

Current members of the Board of Directors Ingrid Bonde, Cecilia Daun Wennborg, Malin Eriksson, Liselotte Hjorth, Marcial Portela and Joakim Rubin were re-elected. Robert Kraal and Lars Wollung were elected as new members 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 Jörgen Olsson and Gunilla Öhman resigned at the Meeting.

Auditor

The Meeting appointed, in accordance with the Nomination Committee’s proposal, KPMG AB as auditor until the end of the Annual General Meeting 2020. KPMG has informed that the authorised public accountant Anders Bäckström will continue as 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 50,000 to the Chairman of the Remuneration Committee, SEK 50,000 to each of the other members of the Remuneration Committee, SEK 175,000 to the Chairman of the Investment Committee and SEK 100,000 to each of the other members of the Investment 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 the senior executives

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

Deferred variable remuneration in the form of shares in accordance with the Deferred Bonus Plan 2019

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 2019. The maximum number of shares that may be allotted under the Deferred Bonus Plan amounts to 500,000 and will be paid out during the years 2021 – 2023. The Board of Directors’ proposal for hedging activities through so called class C shares was withdrawn due to the voting majority requirement not being fulfilled and it was noted that the intention of the Board of Directors is to instead hedge the delivery of shares and administrative expenses through a so called share swap agreement with an external party. The maximal total costs for the Deferred Bonus Plan is estimated to be approximately SEK 39,000,000 plus additional costs for the share swap agreement which is estimated to be a few percentage points of the share related costs of the programme.

Authorisation for new issue of shares

The Meeting resolved, in accordance with the Board of Director’s proposal, to authorise the Board of Directors, during the period until the next Annual General Meeting, in conjunction with enable 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 shareholder’s preferential rights, against cash payment, through set-off or against consideration in kind, to make a decision on issuance of new ordinary 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 in the date of the Meeting.

Authorisation to resolve on acquisition of own shares

The Meeting resolved, in accordance with the Board of Director’s 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, on acquisition of own shares according to the following terms and conditions:

• Acquisitions of own shares may be made of no more than so many shares that the company’s holding of treasury shares at any given time amounts to no more than 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 the 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 meeting

At a statutory 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, Joakim Rubin and Lars Wollung were elected as members of the Remuneration Committee with Ingrid Bonde as Chairman of the committee, and (iii) Malin Eriksson, Liselotte Hjorth and Joakim Rubin were elected as members of the Investment Committee with Malin Eriksson as Chairman of the committee.

For further information, please contact:
Julia Ehrhardt, Acting Group Head of Investor Relations
Telephone: +46 (0)70 591 73 11

About Hoist Finance 
Hoist Finance is a trusted debt restructuring partner to international banks and financial institutions. We are specialised in serving banks in handling non-performing loans, and supporting individuals in becoming debt free. Through expertise and rigorous compliance we earn the banks’ trust. Through respect, honesty and fairness we earn the trust of our customers. For further information, please visit hoistfinance.com.