Kjell Group’s 2024 Annual General Meeting
Kjell Group AB (publ) held its Annual General Meeting today, Wednesday, 15 May in Malmö.
Adoption of annual report and resolution to discharge the Board Members and the CEO from liability
The Annual General Meeting adopted the annual report for 2023. The Board of Directors and the CEO were discharged from liability for the financial year 2023.
Appropriation of profits
The Annual General Meeting resolved that the profit for the 2023 financial year be carried forward and that no dividend for the 2023 financial year be paid.
Fees to the Board of Directors and auditors
The Annual General Meeting resolved that fees to the members of the Board of Directors shall be unchanged and distributed as follows: (i) a fee of SEK 250,000 to Board members, (ii) a fee of SEK 500,000 to the Chairperson of the Board, (iii) a fee of SEK 75,000 to the Chairperson of the Audit Committee, (iv) a fee of SEK 50,000 to the other members of the Audit Committee, (v) a fee of SEK 50,000 to the Chairperson of the Remuneration Committee, and (vi) a fee of SEK 25,000 to the other members of the Remuneration Committee. The Board members Simon Larsson and Joel Eklund have announced that they abstain from their fees. 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 seven members and re-elected Ingrid Jonasson Blank, Fredrik Dahnelius, Simon Larsson, Ola Burmark, Joel Eklund and Sandra Gadd as members of the Board, and Jan Friedman as a new member of the Board. Jan Friedman was elected as new Chairperson of the Board and Ingrid Jonasson Blank was elected as deputy Chairperson 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.
Principles for appointment of the Nomination Committee and the instruction to the nomination committee
The Annual General Meeting resolved that the principles for appointment if the Nomination Committee and the instructions to the Nomination Committee that were established at the 2023 Annual General Meeting remain unchanged and thereby be established.
Authorisation to the Board to resolve on new share issue
The Annual General Meeting resolved that the Board shall be authorised, on one more occasions before the next Annual General Meeting, with or without deviating from the shareholders’ preferential rights, to resolve on a new issue of shares not to exceed 10% of the total number of shares outstanding in the Company after exercising said authority.
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 17 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 405,000 warrants and transfer of the said warrants to participants in the program.