Cloetta’s Annual General Meeting (AGM) was held at 4:00 p.m. on Tuesday, 4 April 2017, in Stockholm, Sweden.
Adoption of the balance sheet and profit and loss accounts
The AGM adopted the balance sheet and profit and loss accounts of the parent company and the Group for the preceding year.
The AGM approved the proposed shareholder dividend of SEK 0.75 per share, totalling SEK 216,464,474. As the record date for payment of dividends, the AGM approved Thursday, 6 April 2017. The dividends are expected to be disbursed by Euroclear Sweden AB on Tuesday, 11 April 2017.
Board of Directors
The AGM discharged the members of the Board of Directors and the President from liability for the preceding financial year. The AGM resolved that the number of directors would be seven, with no deputies. Sitting Board members Lilian Fossum Biner, Lottie Knutson, Mikael Norman, Adriaan Nühn, Camilla Svenfelt and Mikael Svenfelt were re-elected. Mikael Aru was elected as new Board member. The AGM re-elected Lilian Fossum Biner as chairman of the Board. The former Board member Hans Porat resigned at the AGM.
The AGM approved Board fees in accordance with the following. The chairman of the Board will receive SEK 620,000 (unchanged) and each of the other Board members elected by the AGM will receive SEK 285,000 (unchanged). Fees for work on the Board committees will be paid in an amount of SEK 100,000 (unchanged) to each member of the audit committee and SEK 100,000 (previously SEK 50,000) to each member of the remuneration committee.
KPMG AB was re-elected as the company’s auditor to serve for the period until the end of the next AGM. KPMG AB will appoint Thomas Forslund as auditor in charge.
The AGM approved the proposed rules for the nomination committee.
Guidelines for remuneration to executive management
The AGM approved the Board’s proposed guidelines for remuneration to the executive management.
Long term share based incentive plan (LTI 2017)
The AGM approved the Board’s proposal regarding LTI 2017. LTI 2017 comprises up to 70 employees as a maximum, consisting of group management and certain key employees within the Cloetta Group, divided into three categories. The first category comprises of the President and CEO and the other nine members of the group management, the second category is comprised of up to 33 employees, who have been considered to have a significant direct impact on the results of Cloetta. The third category is comprised of up to 27 employees, consisting of individuals who have been considered to have an indirect impact on the results of Cloetta.
To participate in LTI 2017, the participant must have a personal shareholding in Cloetta (“Investment Shares”), which shall be allocated to LTI 2017. The Investment Shares may be acquired specifically for purposes of LTI 2017, or be shares already held by the participant, provided that these have not been allocated to the previous incentive plan. The participant may as a maximum invest 10 per cent of the participant’s annual salary for 2017 before tax, in LTI 2017. For the first category of participants, each Investment Share gives entitlement to one (1) matching share right (“Matching Share Right”) and six (6) performance share rights (“Performance Share Right”) (together referred to as “Share Rights”). For the second category, each Investment Share gives entitlement to one (1) Matching Share Right and four (4) Performance Share Rights. For the third category, each Investment Share gives entitlement to one (1) Matching Share Right and two (2) Performance Share Rights. The Share Rights will be granted to the participant following the Annual General Meeting 2017 in connection with, or shortly after, an agreement is made between the participant and Cloetta concerning participation in LTI 2017. Allocation of B-shares, if any, on the basis of Share Rights will, except for in exceptional circumstances, occur after the announcement of Cloetta’s interim report for the first quarter 2020.
At a statutory meeting held in connection with the AGM Mikael Norman, Adriaan Nühn and Camilla Svenfelt were elected as members of the audit committee with Mikael Norman as chairman of the committee. The remuneration committee consists of Mikael Svenfelt, Lottie Knutson and Lilian Fossum Biner with Mikael Svenfelt as chairman of the committee.
This information is information that Cloetta AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 20.00 CET on 4 April 2017.
Jacob Broberg, SVP Corporate Communications & Investor Relations, 46 70 190 00 33.