Resolutions at the annual general meeting in Scandi Standard AB (publ)

At the annual general meeting in Scandi Standard today on 29 April 2025, it was resolved in accordance with all submitted proposals. It was resolved on a dividend of a total of SEK 2.50 per share, re-election of all board members and re-election of Johan Bygge as chairman of the board and Paulo Gaspar as vice chairman of the board. In addition, it was resolved on the re-election of the auditor, the implementation of a long-term incentive program (LTIP 2025) as well as an authorisation for the board to resolve on acquisitions and transfers of ordinary shares.

 

Adoption of income statements and balance sheets

The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2024.

 

Dividend

The annual general meeting resolved, in accordance with the board of directors’ proposal, on a dividend of a total of SEK 2.50 per share to be paid in two equal payments of SEK 1.25 per share. The record date for the first instalment shall be Friday 2 May 2025 and the record date for the second instalment shall be Friday 19 September 2025. The dividend will be paid out on Wednesday 7 May 2025 (SEK 1.25 per share) and Wednesday 24 September 2025 (SEK 1.25 per share).

 

Resolution on discharge from liability, election of the board of directors and determination of fees for the board of directors

The annual general meeting resolved to grant discharge from liability for the board members and the managing director for the financial year 2024.

 

The annual general meeting resolved that the board of directors is to consist of eight board members and resolved to re-elect all board members. Accordingly, Johan Bygge, Öystein Engebretsen, Henrik Hjalmarsson, Cecilia Lannebo, Pia Gideon, Paulo Gaspar, Lars-Gunnar Edh and Sebastian Backlund were re-elected as board members. Johan Bygge and Paulo Gaspar were re-elected as chairman of the board and vice chairman of the board, respectively. All members of the board were elected until the close of the next annual general meeting.

 

The annual general meeting resolved that the fee to the chairman of the board shall be SEK 1,040,000, the fee to the vice chairman of the board shall be SEK 570,000 and that the fees to each of the other board members elected by the general meeting that are not employed by the group shall be SEK 415,000. In addition to the ordinary board fees, the annual general meeting resolved that the fees to the members of the board committees shall be paid as follows. A fee of SEK 180,000 for the chairman of the risk and audit committee, SEK 90,000 for each of the other two members of the risk and audit committee, SEK 80,000 for the chairman of the remuneration committee and SEK 40,000 for each of the other two members of the remuneration committee.

 

Election of auditor and determination of fees for the auditors

The annual general meeting re-elected the accounting firm Öhrlings PricewaterhouseCoopers AB as auditor of the company for the time until the close of the next annual general meeting. The fees to the auditor shall be paid in accordance with approved invoice.

 

Resolution on guidelines for remuneration to the senior management

The annual general meeting resolved, in accordance with the board’s proposal, to adopt updated guidelines for remuneration to the senior management.

 

Resolution on long-term incentive program (LTIP 2025) and certain hedging arrangements for the program

The annual general meeting resolved, in accordance with the board’s proposal, on the implementation of a long-term incentive program (LTIP 2025). LTIP 2025 has essentially the same design as the long-term incentive program adopted at the annual general meeting 2024. Participation in LTIP 2025 requires that the participant makes a personal investment in Scandi Standard shares in relation to a fixed percentage of the participants fixed salary. LTIP 2025 comprises a maximum of 33 participants and a maximum of 474,000 ordinary shares may be allotted to the participants subject to the completion of certain vesting and performance requirements during a three-year vesting period, which will be followed by a two-year lock-up period.

 

For the purpose of ensuring delivery of ordinary shares to the participants in LTIP 2025 as well as securing and covering costs triggered by LTIP 2025, the annual general meeting resolved on an authorisation for the board to resolve on acquisitions of a maximum of 474,000 own ordinary shares, and that a maximum of 365,400 own ordinary shares may be transferred to the participants free of charge in accordance with the terms and conditions of LTIP 2025. Since the company already holds 733,726 own ordinary shares in treasury and not more than 633,500 ordinary shares may be allotted under the already outstanding incentive programs, the company may acquire a lower number of ordinary shares than what is covered by the proposed authorisation.

 

Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of own ordinary shares

The annual general meeting resolved to authorise the board to, on one or several occasions before the next annual general meeting, resolve on acquisitions of so many ordinary shares that the company’s holding of own shares, following each acquisition, amounts to a maximum of ten per cent of all shares in the company, at a price within the at each time prevailing price interval for the ordinary share on Nasdaq Stockholm. Payment for the ordinary shares shall be made in cash and the purpose of an acquisition of own ordinary shares shall be to (i) optimise the company’s capital structure, (ii) enable the use of own ordinary shares as consideration for or as financing of acquisitions of companies or businesses or (iii) to secure delivery of ordinary shares to the participants in the company’s long-term share-related incentive programs and to cover costs related thereto.

 

In addition, the annual general meeting resolved to authorise the board to, on one or several occasions before the next annual general meeting, resolve on transfers of so many ordinary shares held by the company at the time of the board of directors’ resolution. Transfers may be made on Nasdaq Stockholm, at a price per ordinary share within the at each time prevailing price interval for the ordinary share, as well as by other means than on Nasdaq Stockholm. Transfers of own ordinary shares by other means than on Nasdaq Stockholm shall be made at market terms and payment may be made in cash, in kind or by set-off. Transfers of own ordinary shares by other means than on Nasdaq Stockholm may be made with deviation from the shareholders’ preferential rights. Where made with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to use own shares as consideration for or as financing of acquisitions of companies or businesses.

 

AGM minutes and complete resolutions

The AGM minutes will be available at the company and the company’s website, www.scandistandard.com.

 

For further information, please contact:
Jonas Tunestål, CEO: +46 10 456 13 00
Henrik Heiberg, Head of M&A, Financing & IR: +47 917 47 724

 

 

About Scandi Standard
Scandi Standard is the market leader within chicken-based food products in the Nordic region and Ireland. The company processes, markets and sells ready to eat, chilled and frozen products under the well-known brands Kronfågel, Danpo, Den Stolte Hane, Manor Farm and Naapurin Maalaiskana. Scandi Standard also has a leading position within frozen breaded poultry products in the Nordic region and has recently acquired two of Europe’s most efficient product lines in the Netherlands. Scandi Standard also owns an integrated low-cost chicken operations in Lithuania. Scandi Standard employs more than 3,200 employees and has annual sales of more than SEK 13 billion. For more information, please visit www.scandistandard.com.