Resolutions at the annual general meeting in Scandi Standard AB (publ)
At the annual general meeting in Scandi Standard today on 9 May 2019, it was resolved on, among other things, a dividend of SEK 2.00 per share, re-election of all board members and the auditor, the implementation of a long-term incentive program (LTIP 2019) and an authorisation for the board to resolve on issues of shares.
Adoption of income statements and balance sheets
The annual general meeting adopted the income statement and the balance sheet as well as the consolidate income statement and the consolidate balance sheet for the financial year 2018.
The annual general meeting resolved on a dividend of SEK 2.00 per share and that Monday 13 May 2019 shall be the record date for the dividend. Payment of the dividend is expected to be made on Thursday 16 May 2019 through Euroclear Sweden AB.
Resolution on discharge from liability, election of the board of directors and determination of fees for the board of directors
The annual general meeting resolved to grant discharge from liability for the board members and the managing director for the financial year 2018.
The annual general meeting resolved that the board of directors is to consist of seven board members. All board members, i.e., Per Harkjaer, Michael Parker, Karsten Slotte, Heléne Vibbleus, Öystein Engebretsen, Gunilla Aschan and Vincent Carton, were re-elected as board members for the time until the close of the next annual general meeting. In addition, Per Harkjaer was re-elected as chairman of the board for the same period.
The annual general meeting resolved that the fee to the chairman of the board shall be SEK 690,000 and that the fees to each of the other board members elected by the general meeting that are not employed by the group shall be SEK 345,000. In addition to the ordinary board fees, the annual general meeting resolved that the total fee to the members of the board committees shall be SEK 420,000, of which SEK 150,000 shall be paid to the chairman of the audit committee, SEK 75,000 shall be paid to each of the other two members of the audit committee, SEK 60,000 shall be paid to the chairman of the remuneration committee and SEK 30,000 shall be paid to each of the other two members of the remuneration committee.
Election of auditor and determination of fees for the auditors
The annual general meeting re-elected the accounting firm Öhrlings PricewaterhouseCoopers AB as auditor of the company for the time until the close of the next annual general meeting. The fees to the auditor shall be paid in accordance with approved invoice.
Guidelines for remuneration to the senior management
The annual general meeting resolved to adopt guidelines for remuneration to the senior management which essentially correspond to the remuneration guidelines that were adopted at the annual general meeting 2018.
Resolution on long-term incentive program (LTIP 2019) and certain hedging arrangements for the program
The annual general meeting resolved, in accordance with the board’s proposal, on the implementation of a long-term incentive program (LTIP 2019) on essentially the same terms and conditions as the company’s outstanding incentive programs that were resolved upon at the annual general meetings in 2016, 2017 and 2018, respectively. LTIP 2019 comprises a maximum of 29 participants and a maximum of 334,596 shares may be allotted to the participants subject to the completion of certain performance requirements during a three-year vesting period and to be followed by a two year lock-up period.
For the purpose of ensuring delivery of shares to the participants in LTIP 2019 as well as securing and covering social security charges triggered by LTIP 2019, the annual general meeting resolved on an authorisation for the board to, on one or several occasions before the next annual general meeting, resolve on acquisitions of not more than 388,659 shares at a price per share within the prevailing price interval for the share on Nasdaq Stockholm. Acquired shares shall be paid in cash.
For the purpose of ensuring delivery of shares to the participants in LTIP 2019, the annual general meeting also resolved that a maximum of 334,596 shares shall be transferred to the participants in accordance with the terms and conditions of the incentive program.
Resolution on authorisation for the board to resolve on issues of new shares
The annual general meeting resolved to authorise the board to, on one or several occasions before the next annual general meeting, resolve on issues of a number of new shares that does not exceed ten per cent of the total number of shares in the company as per the day of the annual general meeting’s resolution, with or without preferential rights for the shareholders. In addition to cash payment, newly issued shares may be paid in kind, with set-off rights or on terms stipulated in Chapter 2, section 5 of the Swedish Companies Act. Where the board of directors resolves on an issue of shares with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to finance strategic growth, organic growth or other general corporate purposes.
Minutes and complete resolutions
The minutes from the annual general meeting will be available at the company and on the company’s website, www.scandistandard.com.
For further information, please contact:
Leif Bergvall Hansen, Chief Executive Officer: +45 22 10 05 44
Henrik Heiberg, Head of M&A, Financing & IR: +47 917 47 724
About Scandi Standard
Scandi Standard is the leading producer of chicken-based food products in the Nordic region and Irland. The company produces, markets and sells ready to eat, chilled and frozen products under the well-known brands Kronfågel, Danpo, Den Stolte Hane, Naapurin Maalaiskana and Manor Farm. In Norway eggs are also produced and sold. We are approximately 3,000 employees and have a total sales of more than SEK 8 billion. For more information, please visit www.scandistandard.com.