Resolutions at Annual General Meeting 20 May 2022
The Annual General Meeting of Rugvista Group AB (publ) was held today, Friday 20 May 2022, at the company’s premises at Frihamnsallén 10 in Malmö. Shareholders also had the opportunity to exercise their voting rights by post before the General Meeting. At the Annual General Meeting, the following principal resolutions were passed.
Adoption of income statements and balance sheets
The General Meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
Remuneration report
The General Meeting resolved to approve the Board of Directors’ report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Dividend
The General Meeting resolved in accordance with the Board of Directors’ proposal on dividend of SEK 2.50 per share, with the record date 24 May 2022. The dividend is expected to be paid by Euroclear Sweden AB on 30 May 2022.
Discharge from liability
The Board members and the CEO were discharged from liability for the financial year 2021.
Board of Directors and Board remuneration
The General Meeting resolved that the Board of Directors shall consist of six Board members, with no deputy Board members.
The General Meeting resolved that fees should be paid unchanged with SEK 400,000 to the Chairperson of the Board and with SEK 175,000 to each of the other non-employed Board members elected by the General Meeting. It was further resolved that retroactive Board fees shall be paid with a total of SEK 375,000, distributed in accordance with the Nomination Committee’s proposal.
The Board members Erik Lindgren, Eva Boding, Magnus Dimert, Ludvig Friberger and Paul Steene were re-elected as Board members and Hanna Graflund Sleyman was elected as new Board member. Erik Lindgren was re-elected as Chairperson of the Board.
Auditor and auditor remuneration
The General Meeting resolved that the company shall have one registered accounting firm as auditor, with no deputy auditor.
The General Meeting resolved that fees to the company’s auditor shall be paid in accordance with normal standards and approved invoice.
Ernst & Young AB was re-elected as auditor for the period until the end of the next Annual General Meeting. Martin Henriksson will continue to be auditor in charge.
Instruction for the Nomination Committee
The General Meeting resolved in accordance with the Nomination Committee’s proposal on a revised instruction for the Nomination Committee, meaning that the Nomination Committee shall be constituted based on ownership information as of the last banking day in September instead of, as previously, the last banking day in October.
Long-term incentive program
The General Meeting resolved in accordance with the Board of Directors’ proposal on implementation of a long-term share based incentive program, LTIP 2022, entailing an issue of a maximum of 300 000 warrants and approval of transfer of these warrants to current and potential future senior executives and other key employees within the Group. Each warrant entitles the holder to subscribe for one new share in Rugvista Group at a subscription price corresponding to 130 percent of the volume weighted share price of the company’s share between 30 May 2022 and 3 June 2022. Subscription for shares by exercise of the warrants can be made during the period from 1 June 2025 to 1 September 2025. The maximum dilution effect of LTIP 2022 is approximately 1.42 percent.
Contact information
Michael Lindskog
CEO
Michael.Lindskog@rugvista.se
InvestorRelations@rugvistagroup.com
This information was submitted for publication on 20 May 2022, at 15.45 CET.
Certified advisor
FNCA Sweden AB
Box 5216
Nybrogatan 34, SE-102 45 Stockholm
+46(0)8-528 00 399
info@fnca.se
About Rugvista Group AB (publ)
Rugvista Group is one of Europe’s leading “direct-to-consumer” e-commerce players and markets carpets and rugs through its own web-shops available in 20 different languages using the brands Rugvista and CarpetVista. The company was founded 2005 and offers a wide and relevant selection of design- and traditional carpets and rugs of high-quality at attractive prices. Rugvista Group offers its EU based customers free deliveries and returns free of charge.
The Group’s operations are divided into three segments: Private consumers (B2C), Business consumers (B2B), and Marketplaces & Other (MPO). The B2C segment represents the consumer market and is the Group’s core segment.
Rugvista Group employs approximately 85 FTEs and is headquartered in Malmö, Sweden. The Rugvista Group AB (publ) share is traded on Nasdaq First North Premier Growth Market under the ticker symbol “RUG”.