Scandinavian Tobacco Group A/S: Results of the Annual General Meeting
04 Abril 2024 - 10:30AM
Scandinavian Tobacco Group A/S: Results of the Annual General
Meeting
Company
AnnouncementNo. 19/2024 |
Copenhagen, 4 April 2024
Results of the Annual General Meetingof
Scandinavian Tobacco Group A/S
Scandinavian Tobacco Group A/S (the "Company") held its annual
general meeting today. The outcome of the general meeting was as
follows:
1. Adoption of the audited annual report
The audited annual report was adopted by the general meeting.
2. Appropriation of profit as recorded in
the adopted annual reportThe general meeting approved the Board of
Directors’ proposal that for the financial year 2023 the Company
pays a dividend of DKK 8.40 per share of DKK 1.
3. Presentation of the Company’s
remuneration report for an advisory voteThe remuneration report was
approved by the general meeting.
4. Adoption of the remuneration of the
Board of Directors and Board committeesThe general meeting approved
the Board of Directors’ proposal for compensation to the Board of
Directors for the financial year 2024 as follows:
- Ordinary members of the Board of Directors shall be paid a base
annual fee of DKK 440,000
- The chairman of the Board of Directors shall receive three
times the base annual fee
- The vice-chairman of the Board of Directors shall receive two
times the base annual fee
- The chair of the Audit Committee shall receive a fee
corresponding to 75 percent of the base annual fee
- Other members of the Audit Committee shall receive a fee
corresponding to 37.5 percent of the base annual fee
- The chair of each of the Remuneration Committee and Nomination
Committee shall receive a fee corresponding to 50 percent of the
base annual fee
- Other members of the Remuneration Committee and Nomination
Committee, respectively, shall receive a fee corresponding to 25
percent of the base annual fee
The fees for the chair and members of the committees are in
addition to their fee as chair-man, vice-chairman or member of the
Board of Directors. In addition to the above, the Company may, in
accordance with the Company’s Remuneration Policy, also pay social
contributions and similar fees that may be charged by foreign
authorities in relation to the fees paid to members of the Board of
Directors. Further, the Company may pay travel expenses and other
expenses related to the work as a member of the Board of
Directors.
Additionally, Henrik Amsinck (the Board member with special IT
competences) shall receive separate supplementary remuneration
corresponding to 25 percent of the base annual fee for a specific
ad hoc task in relation to the Company’s project “OneProcess”
(global roll out of ERP SAP S/4HANA).
5. Reduction of the Company’s share
capitalThe general meeting approved the Board of Directors’
proposal that the Company’s share capital is reduced by cancelling
the Company’s treasury shares of a nominal value of DKK 1,000,000.
After the reduction, the nominal value of the Company’s share
capital will be DKK 86,000,000.
Prior to the implementation of the capital reduction, the
Company’s creditors will be requested to file within a period of 4
weeks any claims they may have against the Company. The request
will be published via the Danish Business Authority’s IT system.
The capital reduction will be implemented after expiry of the said
4-week deadline, unless the capital reduction cannot be implemented
at such time under the provisions of the Danish Companies Act. Once
the capital reduction has been completed, Article 3.1 of the
Company’s Articles of Association will be amended to reflect the
resolution to reduce the share capital. The Company will publish an
announcement once the reduction of the share capital has been
completed.
6. Adoption of an amendment to the
Articles of Association to amend the Indemnification Scheme for
members of the Board of Directors and the Executive Management as
adopted at the general meeting in 2023The general meeting approved
the Board of Directors’ proposal to adopt amendments to Article
13.3 of the Company's Articles of Association to include a time
limit for the indemnification and to clarify that the maximum
coverage shall be within the maximum limit permitted under Danish
law.
7. Approval of the Remuneration PolicyThe
general meeting approved the Board of Directors’ proposal for a
Remuneration Policy, as attached to the notice convening the
general meeting.
8. Election of members to the Board of
DirectorsThe general meeting re-elected Henrik Brandt, Henrik
Amsinck, Dianne Blixt, Marlene Forsell and Anders Obel and elected
Jörg Biebernick as members of the Board of Directors. Claus
Gregersen had decided not to stand for re-election.
9. Election of
auditor(s)PricewaterhouseCoopers Statsautoriseret
Revisionspartnerskab was re-elected as auditor of the Company.
Further, PricewaterhouseCoopers Statsautoriseret
Revisionspartnerselskab was elected to provide a statement of
assurance on the contents of the sustainability reporting in the
management’s statement in the annual report for the financial year
2024.
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The Board of Directors has appointed Henrik Brandt as chairman
of the Board of Directors.
Members of the Audit Committee are Marlene Forsell (chair),
Dianne Blixt and Jörg Biebernick. Members of the Nomination
Committee as well as the Remuneration Committee are Henrik Brandt
(chair), Anders Obel and Dianne Blixt.For further
information, please contact:Torben Sand, Head of Investor
Relations and Communicationphone: +45 5084 7222 or
torben.sand@st-group.com About
Scandinavian Tobacco GroupScandinavian Tobacco Group A/S
is a world-leading manufacturer of handmade and machine-rolled
cigars with an annual production of more than four billion cigars.
The Group holds market-leading positions in several categories and
its products are sold in more than 100 markets.
Scandinavian Tobacco Group has its
headquarters in Copenhagen, Denmark – and employs approximately
10,000 people in Europe, the US, Canada, the Dominican Republic,
Honduras, Nicaragua, Indonesia and Sri Lanka. For more information
please visit www.st-group.com
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