Press release from the annual shareholders ’ meeting in Pandox Aktiebolag (publ) on 12 April 2021
Pandox held its annual shareholders’ meeting today 12 April 2021. In order to mitigate the spread of Covid-19, the annual shareholders’ meeting was conducted by advance voting only, without physical presence of shareholders, proxies and third parties. The annual shareholders’ meeting in Pandox Aktiebolag (publ) resolved the following:
Approval of income statement and balance sheet for the financial year 2020 and discharge from liability
The annual shareholders’ meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2020, and the members of the board and the CEO were discharged from liability for the financial year 2020.
Allocation of profit or loss
The annual shareholders’ meeting resolved, in accordance with the board of directors’ proposal, that the company’s results shall be carried forward and that no dividends shall be paid to the shareholders.
Election of board members, auditors, fees to the board of directors and auditors
The annual shareholders’ meeting resolved, in accordance with the nomination committee’s proposal, that the number of members of the board of directors shall be six without deputy members, and that the company shall have a registered public accounting firm as auditor.
In accordance with the nomination committee’s proposal, Christian Ringnes, Ann-Sofi Danielsson, Bengt Kjell, Jon Rasmus Aurdal, Jeanette Dyhre Kvisvik and Jakob Iqbal were re-elected for the time until the end of the next annual shareholders’ meeting. Christian Ringnes was re-elected as chairman of the board. The accounting firm PwC was re-elected as auditor and it was noted that the authorised public accountant Patrik Adolfson will continue to be auditor in charge.
The annual shareholders’ meeting further resolved, in accordance with the nomination committee’s proposal, that the fees to board shall be SEK 3,780,000 in total, allocated as follows: SEK 820,000 shall be paid to the chairman of the board, SEK 620,000 shall be paid to the deputy chairman of the board and SEK 410,000 shall be paid to each of the other board members. Fees for committee work shall be paid with SEK 50,000 to each of the two members of the remuneration committee (including the chairman), SEK 150,000 to the chairman of the audit committee and SEK 75,000 to each of the other two members of the audit committee, SEK 150,000 to the chairman of the finance committee and SEK 75,000 to each of the other two members of the finance committee. The annual shareholders’ meeting further resolved that, in accordance with the nomination committee’s proposal, auditor fees shall be paid in accordance with approved invoice.
At the inaugural meeting of the board of directors it intends to resolve to re-elect Bengt Kjell as deputy chairman of the board of directors.
Nomination committee for the annual shareholders’ meeting 2022
The annual shareholders’ meeting resolved, in accordance with the nomination committee’s proposal, to adopt principles for the appointment of the nomination committee for the annual shareholders’ meeting 2022. In short, the nomination committee shall consist of the chairman of the board of directors and members appointed by the four largest shareholders, in terms of votes, as of 31 July 2021.
Approval of the board of director’s remuneration report
The annual shareholders’ meeting approved the board of director’s remuneration report.
Amendments to the Articles of Association
The annual shareholders’ meeting resolved, in accordance with the board of directors’ proposal, to amend the Articles of Association whereby minor amendments without factual change are made and a new section is inserted in the Articles of Association allowing the board of directors to collect powers of attorney in accordance with the procedure described in Chapter 7, section 4 of the Companies Act and allowing the board of directors to decide that shareholders shall have the right to provide their votes before a shareholders’ meeting.
Authorisation to issue new shares
The annual shareholders’ meeting resolved to, in accordance with the board of directors’ proposal, authorise the board of directors to resolve - at one or several occasions and for the time period until the next annual shareholders’ meeting - to increase the company’s share capital by new share issues, to the extent that it corresponds to a dilution of not more than 10 percent of the number of shares outstanding at the time of the notice of the annual shareholders’ meeting after full exercise of the authorisation. New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions.
Additional information from the annual shareholders’ meeting
Minutes from the annual shareholders’ meeting will be made available on Pandox website no later than two weeks after the annual shareholders’ meeting.
FOR MORE INFORMATION, PLEASE CONTACT:
Anders Nissen, CEO, +46 (0) 708 46 02 02
Liia Nõu, CFO, +46 (0) 702 37 44 04
Anders Berg, SVP Head of Communications and IR, +46 (0) 760 95 19 40
The information was submitted for publication at 09:45 CEST on 12 April 2021.
About Pandox
Pandox is a leading owner of hotel properties in Northern Europe with a focus on sizeable hotels in key leisure and corporate destinations. Pandox’s hotel property portfolio currently comprises 156 hotels with approximately 35,000 hotel rooms in 15 countries. Pandox’s business is organised into Property Management, which comprises hotel properties leased on a long-term basis to market leading hotel operators, and Operator Activities, which comprises hotel operations executed by Pandox in its owner-occupied hotel properties. Pandox was founded in 1995 and the company’s B shares are listed on Nasdaq Stockholm. www.pandox.se
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