Resolutions at Annual General Meeting May 25, 2023
The Annual General Meeting of Rugvista Group AB (publ) was held today, Thursday May 25, 2023, 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.
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.
The General Meeting resolved in accordance with the Board of Directors’ proposal on dividend of SEK 1.50 per share, with the record date May 29, 2023. The dividend is expected to be paid by Euroclear Sweden AB on June 1, 2023.
Discharge from liability
The Board members and the CEO were discharged from liability for the financial year 2022.
Board of Directors and Board remuneration
The Board members Magnus Dimert, Ludvig Friberger and Hanna Graflund Sleyman were re-elected as Board members, and Martin Benckert, Ebba Ljungerud and Patrik Berntsson were elected as new Board members. Martin Benckert was elected as Chairperson of the Board.
The General Meeting resolved that fees should be paid with SEK 400,000 to the Chairperson of the Board and with SEK 200,000 to each of the other non-employed Board members elected by the General Meeting.
Ernst & Young AB was re-elected as auditor for the period until the end of the next Annual General Meeting. Hanna Fehland will be auditor in charge.
Guidelines for remuneration to senior executives
The General Meeting resolved in accordance with the Board of Directors’ proposal to adopt revised guidelines for remuneration to senior executives, entailing that remuneration to senior executives in addition to current types of remuneration also can consist of variable remuneration, that due adjustment may be done in order to comply with mandatory rules or established local practice, and certain minor editorial changes.
Resolution on changes to the Articles of Association
The General Meeting resolved in accordance with the Board of Directors’ proposed changes to the Articles of Association including a change of the company’s name to ”Rugvista Group AB (publ)” and certain minor editorial changes.
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 2023, entailing an issue of a maximum of 595 000 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 120 percent of the volume weighted share price of the company’s share between May 31, 2023 and June 7, 2023. Subscription for shares by exercise of the warrants can be made during the period from June 1, 2026 to September 1, 2026. The maximum dilution effect of LTIP 2023 is approximately 2.78 procent.
This information was submitted for publication, through the agency of the contact persons set out above, at 15.45 p.m. CEST on May 25, 2023.
FNCA Sweden AB
SE 102 45 Stockholm
Rugvista 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 high-quality design- and traditional carpets and rugs at attractive prices. Rugvista offers its EU based customers free deliveries and returns free of charge.
The business is divided into three segments: Private consumers (B2C), Business consumers (B2B), and Marketplaces & Other (MPO). The B2C segment represents the consumer market and is Rugvista’s core segment.
Number of coworkers within Rugvista Group is approximately 90 FTEs and the company 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”.