Cloetta's Annual General Meeting (AGM) was held on Tuesday,
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.
Disposition of the company's earnings
The AGM approved the proposed dividend of
Remuneration report
The AGM approved the presented remuneration report for the preceding financial year.
Board of Directors
The AGM discharged the members of the Board of Directors and the CEO from liability for the preceding financial year. The AGM resolved that the number of directors would be seven, with no deputies.
Board fees
The AGM approved Board fees in accordance with the following. The chairman of the Board will receive
Auditor
Öhrlings
Long-term share-based incentive plan (LTI 2024)
The AGM approved the Board's proposal regarding LTI 2024. LTI 2024 is in line with the structure used in preceding years' incentive plans and comprises up to 44 employees as a maximum, consisting of the executive management team and senior managers within the Cloetta group, divided into three categories.
As before, to participate in LTI 2024, the participants must have personal shareholdings in Cloetta ("Investment Shares") and such shares must be allocated to LTI 2024. The participants in the first category (the CEO and the executive management team) may as a maximum invest 12 per cent of their fixed annual salaries for 2023 before tax, the participants in the second category (certain senior managers) may as a maximum invest 10 per cent of their fixed annual salaries for 2023 before tax, and the participants in the third category (certain other managers) may as a maximum invest 8 per cent of their fixed annual salaries for 2023 before tax in LTI 2024. The performance share rights are divided into Series A and Series B according to the different performance targets that LTI 2024 includes and that drive long-term value for Cloetta.
As the Board's proposal regarding the transfer of own B shares under LTI 2024 under agenda item 19 (B) did not receive the required majority and thus was not approved, the Board intends to instead enter into a share swap agreement with a bank to secure the company's obligation to deliver B shares under LTI 2024.
Authorisation for the Board of Directors to resolve upon repurchase and transfer of own B-shares
The AGM approved the Board of Directors' proposal regarding authorisation for the Board of Directors to, on one or more occasions for the period until the end of the next Annual General Meeting, resolve to acquire a maximum number of B-shares so that the company holds a maximum of ten per cent of all B-shares in Cloetta at any time following the acquisition. The AGM also approved the Board of Directors' proposal to, on one or more occasions for the period until the end of the next Annual General Meeting, resolve upon transfer of own B-shares on Nasdaq Stockholm or elsewhere.
The purpose of the above authorisations, regarding acquisition and transfer of own B-shares, is to enable financing of acquisitions of businesses through payment with own B-shares and to be able to continuously adjust Cloetta's capital structure and thereby contribute to increased shareholder value, as well as to enable hedging of costs and delivery of shares related to the implementation of the Cloetta's, at any given time, share-based incentive plan.
Statutory meeting
At the statutory meeting held in connection with the AGM,
https://news.cision.com/cloetta-ab/r/decisions-taken-at-the-annual-general-meeting-of-cloetta-on-9-april-2024,c3957892
https://mb.cision.com/Main/1169/3957892/2720753.pdf
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