Annual General Meeting in Atrium Ljungberg AB on 22 March 2023
At the Annual General Meeting in Atrium Ljungberg AB (the “Company”) held on 22 March 2023 it was resolved to adopt the Annual Report for the financial year 2022. It was also resolved to discharge the members of the Board of Directors and the CEO from liability in respect of the financial year 2022.
The Annual General Meeting resolved on a dividend to the shareholders in the amount of SEK 5.30 per share divided into two instalments of SEK 2,65 per share each. The record date for the first instalment shall be Friday 24 March 2023, and that the record date for the second instalment shall be Friday 29 September 2023.The dividend is expected to be paid via Euroclear Sweden AB on Wednesday 29 March 2023 and Wednesday 4 October 2023, respectively.
The Annual General Meeting resolved that the Board of Directors for the period until the end of next Annual General Meeting shall consist of six ordinary members. It was resolved to re-elect the following members of the Board of Directors: Johan Ljungberg, Simon de Château, Conny Fogelström, Sara Laurell and Gunilla Berg. It was further resolved to new-elect Johan Thorell. Johan Ljungberg was re-elected as Chairman of the Board of Directors.
The following persons will constitute the Nomination Committee for the Annual General Meeting 2023: Per-Erik Hasselberg (representing the Holmström family), Lars Ericson (representing Konsumentföreningen Stockholm), Anna Strömberg (representing Carnegie Fonder), Johan Ljungberg (representing the Ljungberg family) and Risto Murto (representing Ömsesidiga arbetspensionsförsäkringsbolaget Varma).
The Annual General Meeting approved the Board of Directors’ report on remunerations for the financial year 2022.
The Annual General Meeting resolved to authorise the Board of Directors during the period until the next Annual General Meeting on one or more occasions, to decide on the issue of new Class B shares corresponding to a maximum of 10 per cent of the Company’s share capital with or without disapplying the shareholders’ preferential rights. An issue may be made against cash payment, by set-off or by contribution in kind. In the case of disapplying shareholders’ preferential rights, the shares will be issued at market terms and conditions.
The Annual General Meeting resolved to authorise the Board of Directors, during the period until the next Annual General Meeting, to resolve on repurchasing so many Class B shares that the Company’s holding at no time exceeds 10 per cent of all shares in the Company. Furthermore, the General Meeting resolved to authorize the Board of Directors until the next Annual General Meeting, to resolve on the transfer of own Class B shares. Transfers may be conducted on or outside Nasdaq Stockholm, including a right to resolve upon deviations from the shareholders’ preferential rights. The transfer of shares outside Nasdaq Stockholm shall be made at a price in cash or value in property received that in all material respect corresponds to the share price at the time of the transfer of the Class B shares in the Company.
The Annual General Meeting resolved that § 7 of the Articles of Association shall read as follows: "One or two auditors and a maximum of two deputy auditors shall be appointed at the Annual General Meeting to audit the management of the Board of Directors and the Managing Director and the Company's accounts and annual report."
The Annual General Meeting approved that the Company extends and expands the loan subsidy programme for a maximum of seven Senior Executives of the Company. The programme involves a gross salary-based interest rate financing of loans for share purchases in the Company. The gross salary increase shall correspond to an amount, net of tax, equal to the interest expense incurred in connection with taking out a loan with a bank designated by the Company for the purpose of financing the purchase of Class B shares in the Company on Nasdaq Stockholm. The gross salary increase is conditional on continued employment and may be available for a maximum of five years. Furthermore, the gross salary increase shall cease if the shares acquired with the support of the financing are disposed of. The gross salary increase can at most correspond to interest compensation for a loan of SEK 2.5 million for Senior Executives of the Company. However, a maximum loan amount of SEK 6 million applies to the Managing Director.
Nacka, 22 March 2023
Atrium Ljungberg AB (publ)
The Board of Directors