Kjell Group AB (publ) held its Annual General Meeting today, Thursday, 19 May in Malmö.
Adoption of annual report and resolution to discharge the Board Members and the President from liability
The Annual General Meeting adopted the annual report for 2021. The Board of Directors and the CEO were discharged from liability for the financial year 2021.
Appropriation of profits
The Annual General Meeting resolved that the profit for the 2021 financial year be carried forward and that no dividend for the 2021 financial year be paid.
Fees to the Board of Directors and auditors
The Annual General Meeting resolved that fees would be paid to the Board of Directors in the total amount of SEK 1,250,000, distributed as follows: SEK 500,000 to the Chairman and SEK 250,000 to Fredrik Dahnelius, Thomas Broe-Andersen and Ola Burmark, respectively. Simon Larsson and Joel Eklund have announced that they abstain their fees. Furthermore, the Annual General Meeting resolved that fees of SEK 75,000 shall be paid to the Chairman of the Audit Committee, SEK 50,000 to the members of the Audit Committee, SEK 50,000 for the Chairman of the Remuneration Committee and SEK 25,000 to the members of the Remuneration Committee. It was resolved that fees to auditors be paid in accordance with approved invoices.
Election of Board members and auditors
The Annual General Meeting resolved that the Board would comprise six members and re-elected Ingrid Jonasson Blank, Fredrik Dahnelius, Thomas Broe-Andersen, Simon Larsson, Ola Burmark, and elected Joel Eklund as a new member of the Board. Ingrid Jonasson Blank was re-elected as Chairman of the Board.
KPMG AB was re-elected as auditor for the period up to the end of the next Annual General Meeting, with Authorised Public Accountant Camilla Alm Andersson as Auditor-in-Charge until further notice.
Instruction of the nomination committee
The Annual General Meeting resolved to adopt instructions for the Nomination Committee, which in short stipulates that the Nomination Committee shall consist of (i) representatives of the three largest shareholders in terms of votes and (ii) the company's Chairman of the Board. Furthermore, the Nomination Committee shall be tasked with submitting proposals to the Annual General Meeting on the election of the Chairman, the election of the Board and fees to the Board, as well as the election of auditor and auditor fees.
Resolution regarding Performance Share Program and issue and transfer of warrants under the Plan
The Annual General Meeting resolved to introduce a performance share program in accordance with the Board's proposal. The program includes a maximum of 27 senior executives and employees within the Kjell Group. Participants are granted performance-based share rights which, after a vesting period of three years, entitle them to performance shares provided that certain conditions are met. To participate in the program, the participant must acquire shares in the company at a certain value, depending on the respective participants' seniority within the organization, and the allotment of performance shares requires that the performance criterion is met.
Due to the Performance Share Program, the Annual General Meeting resolved, in accordance with the Board's proposal, to issue a maximum of 234,000 warrants and transfer of the said warrants to participants in the program.