Resolutions at the annual general meeting in Scandi Standard AB (publ)
At the annual general meeting in Scandi Standard today on 3 May 2024, it was resolved in accordance with all submitted proposals including, among other things, a dividend of a total of SEK 2.30 per share and election of Lars-Gunnar Edh and Sebastian Backlund as new board members. Further, it was resolved on the re-election of Johan Bygge as chairman of the board and Öystein Engebretsen, Henrik Hjalmarsson, Cecilia Lannebo, Pia Gideon and Paulo Gaspar as board members. Paulo Gaspar was elected as new vice chairman of the board. In addition, it was resolved on the re-election of the auditor, the implementation of a long-term incentive program (LTIP 2024) as well as an authorisation for the board to resolve on acquisitions and transfers of ordinary shares.
Adoption of income statements and balance sheets
The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2023.
Dividend
The annual general meeting resolved, in accordance with the board of directors’ proposal, on a dividend of a total of SEK 2.30 per share to be paid in two equal payments of SEK 1.15 per share. The record date for the first instalment shall be Tuesday 7 May 2024 and the record date for the second instalment shall be Friday 20 September 2024. The dividend will be paid out on Monday 13 May 2024 (SEK 1.15 per share) and Wednesday 25 September 2024 (SEK 1.15 per share).
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 2023.
The annual general meeting resolved that the board of directors is to consist of eight board members. Johan Bygge was re-elected as a chairman of the board and Öystein Engebretsen, Henrik Hjalmarsson, Cecilia Lannebo, Pia Gideon and Paulo Gaspar were re-elected as board members. Paulo Gaspar was elected as new vice chairman of the board. Lars-Gunnar Edh and Sebastian Backlund were elected as new board members. All members of the board were elected until the close of the next annual general meeting.
The annual general meeting resolved that the fee to the chairman of the board shall be SEK 1,000,000, the fee to the vice chairman of the board shall be SEK 550,000 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 400,000. In addition to the ordinary board fees, the annual general meeting resolved that the fees to the members of the board committees shall be paid as follows. A fee of SEK 180,000 for the chairman of the risk and audit committee, SEK 90,000 for each of the other two members of the risk and audit committee, SEK 80,000 for the chairman of the remuneration committee and SEK 40,000 for the other member 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.
Resolution on long-term incentive program (LTIP 2024) 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 2024). LTIP 2024 has been increased with two performance share rights but is otherwise essentially the same as the long-term incentive program adopted at the annual general meeting 2023. Participation in LTIP 2024 requires that the participant makes a personal investment in Scandi Standard shares in relation to a fixed percentage of the participants fixed salary. LTIP 2024 comprises a maximum of 31 participants and a maximum of 530,000 ordinary shares may be allotted to the participants subject to the completion of certain vesting and performance requirements during a three-year vesting period, which will be followed by a two-year lock-up period.
For the purpose of ensuring delivery of ordinary shares to the participants in LTIP 2024 as well as securing and covering costs triggered by LTIP 2024, the annual general meeting resolved on an authorisation for the board to resolve on acquisitions of a maximum of 530,000 own ordinary shares, and that a maximum of 440,000 own ordinary shares may be transferred to the participants free of charge in accordance with the terms and conditions of LTIP 2024. Since the company already holds 733,726 own ordinary shares in treasury and not more than 530,000 ordinary shares may be allotted under the already outstanding incentive programs, the company may acquire a lower number of ordinary shares than what is covered by the proposed authorisation.
Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of own ordinary shares
The annual general meeting resolved to authorise the board to, on one or several occasions before the next annual general meeting, resolve on acquisitions of so many ordinary shares that the company’s holding of own shares, following each acquisition, amounts to a maximum of ten per cent of all shares in the company, at a price within the at each time prevailing price interval for the ordinary share on Nasdaq Stockholm. Payment for the ordinary shares shall be made in cash and the purpose of an acquisition of own ordinary shares shall be to (i) optimise the company’s capital structure, (ii) enable the use of own ordinary shares as consideration for or as financing of acquisitions of companies or businesses or (iii) to secure delivery of ordinary shares to the participants in the company’s long-term share-related incentive programs and to cover costs related thereto.
In addition, the annual general meeting resolved to authorise the board to, on one or several occasions before the next annual general meeting, resolve on transfers of so many ordinary shares held by the company at the time of the board of directors’ resolution. Transfers may be made on Nasdaq Stockholm, at a price per ordinary share within the at each time prevailing price interval for the ordinary share, as well as by other means than on Nasdaq Stockholm. Transfers of own ordinary shares by other means than on Nasdaq Stockholm shall be made at market terms and payment may be made in cash, in kind or by set-off. Transfers of own ordinary shares by other means than on Nasdaq Stockholm may be made with deviation from the shareholders’ preferential rights. Where made with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to use own shares as consideration for or as financing of acquisitions of companies or businesses.
AGM minutes and complete resolutions
The AGM minutes will be available at the company and the company’s website, www.scandistandard.com.
For further information, please contact:
Jonas Tunestål, CEO: +46 10 456 13 00
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 Ireland. The company produces, markets and sells ready to eat, chilled and frozen products under the well-known brands Kronfågel, Danpo, Den Stolte Hane, Manor Farm and Naapurin Maalaiskana. Eggs are also produced and sold in Norway. We are approximately 3,200 employees with annual sales of more than SEK 13 billion. For more information, please visit www.scandistandard.com.
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