The following resolutions were passed at AcadeMedia’s annual general meeting (the “AGM”) held today, on 30 November 2021 in Stockholm.
Election of the board of directors and auditor
The AGM resolved, in accordance with the proposal from the nomination committee, that the number of board members appointed by the general meeting shall be seven without deputies. Johan Andersson, Ann-Marie Begler, Anders Bülow, Pia Rudengren, Silvija Seres and Håkan Sörman were re-elected as board members. Jan Bernhardsson was elected as a new board member. Anders Bülow was elected as chairman of the board. The AGM resolved that the number of auditors shall be one without deputies and to re-elect PricewaterhouseCoopers AB as the company’s auditor, with Patrik Adolfson as auditor in charge, which is in accordance with the audit committee’s recommendation.
Fees to board members and auditor
The AGM resolved that the fee to the members of the board of directors, for the time until the end of the next annual general meeting, shall be paid out in a total amount of SEK 3,010,000 (2,836,000), divided so that the chairman of the board of directors shall receive SEK 630,000 (600,000) and the other board members who are not employed by the group, shall receive SEK 280,000 (263,000) each, the chairman of the audit committee shall receive SEK 170,000 (158,000) and SEK 85,000 (79,000) for each other member of the audit committee who is not employed by the group, SEK 70,000 (65,000) for the chairman of the remuneration committee and SEK 35,000 (33,000) for each other member of the remuneration committee who is not employed by the group, as well as SEK 110,000 (105,000) for the chairman of the quality committee and SEK 55,000 (53,000) for each other member of the quality committee who is not employed by the group. It was resolved that the auditor’s fees shall be paid as per approved current account.
Adoption of accounts, allocation of the results and discharge from liability
The AGM resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the group for the financial year 2020/2021. In accordance with the proposal from the board of directors, the AGM resolved that a dividend of SEK 1.75 per share shall be distributed for the financial year 2020/2021 and that the record date for the dividend shall be Thursday 2 December 2021. The dividend is expected to be paid out on Tuesday 7 December 2021, through the agency of Euroclear Sweden AB. Furthermore, the AGM resolved to discharge the board members and the CEO from liability.
Guidelines for remuneration to executive management and remuneration report
The AGM approved the board of directors’ proposed guidelines for remuneration to senior executives and resolved to adopt the board of directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Long-term incentive program in the form of a share matching program
The AGM resolved, in accordance with the board of directors’ proposal, to adopt a long-term incentive program in the form of a share matching plan for key employees within the AcadeMedia group, and to adopt a hedging arrangements with respect to the incentive program, in accordance with the board of directors’ proposal.
Long-term incentive program in the form of an issue of warrants
The AGM resolved, in accordance with the board of directors’ proposal, to issue not more than 765,000 warrants, within the scope of an incentive program for senior executives and other key employees within the AcadeMedia group.
Authorisation for the board of directors to resolve on issues of ordinary shares
The AGM resolved, in accordance with the proposal from the board of directors, to authorise the board of directors to resolve on issues of ordinary shares. The purpose is to increase the financial flexibility of the company and the acting scope of the board of directors. The authorisation allows the board of directors to resolve to increase the company’s share capital by issue of new ordinary shares at one or several occasions and for the time period until the end of the next annual general meeting, with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions, to the extent that it corresponds to a dilution of not more than five percent of the number of shares outstanding at the time of the general meeting’s resolution on the proposed authorisation.
A presentation, given by the CEO Marcus Strömberg, will be available at https://academedia.se/en/investors/corporate-governance/annual-general-meeting/annual-general-meeting-2021/. Here you will also find the underlying proposals to the above resolutions and, at the latest on 14 December 2021, the minutes from the AGM.
For more information, please contact:
Hanna Clausén, IR
Telephone: +46 8 794 42 62
Jennie Thingwall, Senior Legal Counsel
Telephone: +46 76 14 111 59
AcadeMedia creates opportunities for people to develop. The 18,100 employees at our 680 preschools, compulsory schools, upper secondary schools and adult education centres share a common focus on quality and development. Our 188,000 children and students are provided with a high-quality education, giving them the best conditions to attain both learning objectives and their full potential as individuals. AcadeMedia is Northern Europe’s largest education company, with locations/facilities/presence in Sweden, Norway and Germany. Our size gives us the capacity to be a robust, long term partner to the communities we serve. More information about AcadeMedia is available on www.academedia.se.