Resolutions at the Annual General Meeting 2022 in Profoto Holding AB (publ)

2022-05-05 09:15:00

Sundbyberg, Sweden – May 5, 2022 – The Annual General Meeting 2022 of Profoto Holding AB (publ) was held today, Thursday, May 5. In order to reduce the risk of spreading covid-19, the Annual General Meeting was, in accordance with temporary legislation, held by postal voting.

The Annual General Meeting adopted the presented Income Statement and Balance Sheet, and the Consolidated Statement of Income and the Consolidated Balance Sheet for the financial year 2021 as well as the Remuneration Report prepared by the Board of Directors, and resolved to discharge the Board members and the CEO from liability. In addition, the following main resolutions were passed.

Dividend
The Annual General Meeting resolved in accordance with the Board of Directors’ proposed disposition of the company’s profit, entailing a cash dividend for the financial year 2021 of SEK 3.50 per share and that the record date for the cash dividend is to be May 9, 2022. The payment by Euroclear Sweden AB is expected to start on May 12, 2022.

Election of Board members and auditor
In accordance with the Nomination Committee’s proposal, the following Board members were re-elected; Hans Eckerström, Magnus Brännström, Pernilla Ekman, Anders Hedebark, Helena Holmgren and Helene Willberg. Hans Eckerström was re-elected as Chairman of the Board. In accordance with the recommendation from the Audit Committee, the accounting company Deloitte AB was re-elected as auditor, with Therese Kjellberg as auditor in charge.

Fees
The Annual General Meeting resolved, in accordance with the Nomination Committee’s proposal, that the fees to the Board shall amount to SEK 500,000 to the Chairman of the Board and SEK 250,000 to each of other Board member who is not employed by the company. Furthermore, it was resolved that an additional fee for committee work shall be paid with SEK 100,000 to the Chairman of the Audit Committee and SEK 75,000 to each of the other members of the Audit Committee and SEK 50,000 to members of the Remuneration Committee.

Instruction for the Nomination Committee
The Annual General Meeting resolved in accordance with the Nomination Committee’s proposal for instruction for the Nomination Committee

Guidelines for remuneration and other employment conditions to members of the executive management
The Annual General Meeting resolved on guidelines for remuneration and other employment conditons to members of the executive management in accordance with the Board of Directors’ proposal.

Authorization for the Board of Directors to resolve on new issue of shares
The Annual General Meeting resolved, in accordance with the proposal from the Board of Directors, to authorize the Board of Directors to resolve on issue of new shares. The authorization may be exercised on one or several occasions up to the Annual General Meeting 2023. An issue may be made with or without deviation from the shareholders’ preferential right and against cash payment, by set-off or by contribution in kind. The number of shares to be issued by virtue of the authorization shall not exceed 10% of the registered share capital (as per the date of the resolution on the issue of new shares). The purpose of the authorization is to increase the financial flexibility of the company. Upon deviation from the shareholders’ preferential rights, the reason may be, by way of issue of new shares for payment in cash, in kind or through set-off, to enable acquisitions, to strengthen the company’s capital base in connection with company acquisitions or strategic capital or other investments, to obtain capital contributions from current owners and/or new owners, which are considered strategically important from an operational, financial, structural or other perspective, or to increase the acting scope of the Board in its work on the company’s capital structure.

Amendment of the Articles of Association
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to amend 2 § and 10 § in the the Articles of Association. The amendment is intended to provide a more appropriate description of the Board of Directors’ registered office in relation to the location of the company’s head office and to enable the General Meeting to be held in Stockholm, in addition to being able to be held at the place where the Board of Directors has its registered office.

MFN