Swedish Match Annual General Meeting 2021
Major items approved by today’s Annual General Meeting include:
- A dividend of 15.00 SEK per share
- Mandate to repurchase up to 10 percent of all shares in the Company
- Withdrawal of 4,200,000 repurchased company shares with a simultaneous bonus issue without issuing any new shares
- Mandate to resolve on the transfer of shares in the Company and to issue new shares
- Election of Deloitte AB as auditor
- Amendment of the Articles of Association
- A share split 10:1
At the Annual General Meeting of Swedish Match AB (publ) on April 13, it was resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of 15.00 SEK per share. The record day for the right to receive a cash dividend is April 15, 2021 and payment through Euroclear Sweden AB is expected to be made on April 20, 2021.
Charles A. Blixt, Andrew Cripps, Jacqueline Hoogerbrugge, Conny Karlsson, Alexander Lacik, Pauline Lindwall, Wenche Rolfsen and Joakim Westh were re-elected as members of Swedish Match’s Board of Directors. Conny Karlsson was re-elected as Chairman of the Board and Andrew Cripps was re-elected Deputy Chairman of the Board.
The Annual General Meeting further approved the proposed remuneration to the members of the Board of Directors as set out in the notice. The Annual General Meeting resolved to adopt the Board of Directors’ remuneration report for 2020.
Furthermore, the Annual General Meeting approved the Board of Directors’ proposal that it be authorized to resolve on acquisition of the Company’s own shares, on one or several occasions prior to the next Annual General Meeting, provided the Company’s holding does not at any time exceed ten (10) percent of all shares in the Company. The shares shall be acquired on Nasdaq Stockholm at a price within the price interval registered at any given time, i.e. the interval between the highest bid price and the lowest selling price. Swedish Match owns 4,283,628 treasury shares as per April 13, 2021.
In addition, the Annual General Meeting resolved to reduce the Company’s share capital by 10,086,095.88 SEK by means of withdrawal of 4,200,000 previously repurchased shares held in treasury, with a simultaneous bonus issue, without issuing any new shares, of a corresponding amount to restore the share capital. The shareholders further approved the proposal that the reduction will be allocated to a fund for use pursuant to a resolution adopted by the Annual General Meeting.
The Annual General Meeting authorized the Board of Directors to resolve on the transfer of the Company’s own shares, on one or several occasions prior to the next Annual General Meeting. The shares may only be transferred in conjunction with the financing of company acquisitions and other types of strategic investments and acquisitions, and the transfers may not exceed the maximum number of treasury shares held by the Company at any given time. Transfer of own shares shall be made either on Nasdaq Stockholm or in another manner.
Furthermore, the Annual General Meeting approved the Board of Directors’ proposal that it be authorized to, for the period until the end of the next Annual General Meeting, to issue new ordinary shares on one or more occasions, with or without deviation from shareholders’ preferential rights and against payment in cash, in kind or by set-off. The number of shares that may be issued may not exceed a maximum dilution effect of ten (10) percent of the share capital and votes at the time of the Annual General Meeting 2021.
The Annual General Meeting elected Deloitte AB as auditor until the end of the Annual General Meeting 2022.
The Annual General Meeting resolved, as proposed by the Board of Directors, to amend the Articles of Association, primarily as regards the stipulation on minimum and maximum number of shares and share capital due to the proposed share split (see below), but also by introducing the possibility of postal voting to facilitate and increase flexibility in the conduct of General Meetings.
The Annual General Meeting resolved, as proposed by the Board of Directors, to split the share of the Company, whereby each existing share shall be split into ten shares of the same class of shares (10:1 share split). The Board of Directors was mandated to decide on the record date for the share split, which is estimated to be May 10, 2021.
The Annual General Meeting approved all other proposals made by the Board of Directors and the Nominating Committee. The proposals are outlined in the published notice of the Annual General Meeting.
Lars Dahlgren, President and Chief Executive Officer
Phone +46 8 658 0441
Anders Larsson, Chief Financial Officer and Senior Vice President Group Finance
Phone +46 10 139 3006
Emmett Harrison, Senior Vice President Investor Relations
Phone +46 70 938 0173