Beskrivning
Land | Sverige |
---|---|
Lista | Mid Cap Stockholm |
Sektor | Informationsteknik |
Industri | Elektronisk utrustning |
At today's Annual General Meeting (AGM) of MilDef Group AB (publ), the following was resolved.
Presentation and adoption of the accounts and discharge from liability
The AGM noted that the annual report and the auditor's report as well as the consolidated financial statements and the consolidated auditor's report for the financial year 2024 had been duly presented and adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. The AGM discharged the members of the Board of Directors and the CEO from liability for the financial year 2024.
Dividend
The AGM resolved in accordance with the Board's proposal that a dividend of SEK 0.50 per share be declared and that the record date for the dividend shall be May 26, 2025. Distribution of the dividend will be made by Euroclear Sweden AB on May 30, 2025.
Board of Directors, auditors and fees
The number of directors will be seven with no deputies. The AGM re-elected the Board members Björn Karlsson, Jan Andersson, Charlotte Darth, Lennart Pihl and Bengt-Arne Molin and elected Lisa Åbom and Carl Mellander as new members of the Board. Christian Hammenborn and Marianne Trolle have declined re-election. Björn Karlsson was re-elected as Chair of the Board.
Remuneration to the Board of Directors shall be SEK 525,000 to the Chair and SEK 250,000 to each of the other members elected by the General Meeting who are not employed by the company. The Chair of the Audit Committee shall receive SEK 120,000 and each member thereof SEK 60,000 and the Chair of the Remuneration Committee shall receive SEK 40,000 and each member thereof SEK 30,000.
Re-election of the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company's auditor for a period of mandate of one year with Eric Salander as auditor in charge. The auditor shall be remunerated according to current account.
At the subsequent statutory Board meeting, Björn Karlsson (Chair) and Jan Andersson were elected as members of the Remuneration Committee for the period until the next statutory Board meeting. Lennart Pihl (Chair), Charlotte Darth and Carl Mellander were elected members of the Audit Committee for the same period.
Remuneration report
The AGM resolved to approve the Board' report on remuneration pursuant to Chapter 8, section 53 a § of the Swedish Companies Act for the financial year 2024.
Guidelines for remuneration to senior executives
The AGM resolved on guidelines for remuneration to senior executives in accordance with the Board's proposal.
Performance based long-term incentive programme (LTIP 2025/2028)
The AGM resolved, in accordance with the Board's proposal, on a performance based long-term incentive programme (LTIP 2025/2028), covering MilDef's group management of approximately six (6) employees. The participants are allocated performance based share rights that may entitle to shares in the company. Following the defined vesting period, the participants will be allocated shares in MilDef Group AB free of charge provided that certain performance targets are fulfilled. A prerequisite for allocation of shares is that the participant, with certain exceptions, remains employed within the MilDef Group. In addition, it is required that MilDef's adjusted EBITDA per share during the term has amounted to certain minimum levels and that the share price development of MilDef's share on Nasdaq Stockholm has been positive during the term. The maximum number of shares which may be allocated to the participants in total under LTIP 2025/2028 shall be limited to a maximum of 20,000 shares, which corresponds to approximately 0.04 per cent of all outstanding shares in the company.
To secure the delivery of shares under LTIP 2025/2028, the AGM also resolved on transfer of own shares in MilDef, as well as to authorise the Board to execute acquisitions of own shares in MilDef.
Authorization for the Board to resolve on new issues of shares
The AGM authorized the Board to, on one or several occasions during the period up until the next AGM with or without deviation from the shareholders' preferential rights, resolve on new issues of shares. The authorization also includes the right to resolve on new issues of shares with terms concerning issues in kind, offset rights or other terms stated in the Swedish Companies Act. Through decision by virtue of the authorization the total number of shares may increase with a number corresponding to maximum ten (10) percent of outstanding shares in the company at the time the Board first uses such authorization. The total number of shares covered by such new issues of shares shall be within the limits of the share capital as stated in the Articles of Association. The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights according to above, is to ensure financing of acquisitions of companies or businesses or to strengthen the company's capital base and equity ratio. In case of deviation from the shareholders' preferential rights, issues by virtue of the authorization shall be made on market conditions. The Board is also authorized to, subject to the terms above, resolve on other terms that the Board deems necessary to carry out such issues of shares.
The information was submitted for publication, through the agency of the contact persons set out below, at 20:15 CEST on May 22, 2025.