Bulletin from the annual general meeting of Scandinavian Astor Group AB on 13 May 2026
The annual general meeting of Scandinavian Astor Group AB (the “Company”) was held today, 13 May 2026, at 5.00 pm at the offices of Eversheds Sutherland Advokatbyrå at Sveavägen 20 in Stockholm. All resolutions were passed by the required majority in accordance with the proposals previously announced by the nomination committee and the board of directors. The main resolutions passed by the meeting are set out below. For more detailed information on the content of the resolutions, reference is made to the notice of the annual general meeting, which is available on the Company's website, www.astorgroup.se.
Adoption of the income statement and balance sheet
The meeting resolved to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet, as included in the annual report for 2025.
Allocation of profits
The meeting resolved that no dividend would be paid and that the profit for the year 2025 would be carried forward.
Discharge from liability
The members of the board of directors and the managing director were discharged from liability.
Number of board members and auditors
The meeting resolved that the board of directors shall consist of five (5) members without deputies, and to appoint one (1) audit firm with one (1) auditor in charge.
Remuneration for the board, committees and the auditor
The meeting resolved that a renumeration of SEK 502,900 (equivalent to approximately 8.5 price base amounts) shall be paid to the chairperson of the board and SEK 209,600 (equivalent to approximately 3.7 price base amounts) to each of the ordinary members for the period until the end of the next annual general meeting.
Furthermore, the meeting resolved that remuneration shall be paid to the members of the Company’s audit committee and remuneration committee, in addition to the board remuneration, for the period until the end of the next annual general meeting. A fee of SEK 60,000 shall be paid to the chairperson of the audit committee, and a fee of SEK 35,000 each shall be paid to the other members of the respective committees. The chairperson of the remuneration committee shall receive a fee of SEK 41,600, and the other members of the remuneration committee shall each receive a fee of SEK 26,000.
Fees to the Company’s auditing firm shall be paid in accordance with an invoice approved by the board of directors.
Election of the board of directors and auditor
The meeting resolved to dismiss Martin Elovsson and to re-elect the ordinary members Wictor Billström, Mats R Karlsson, Lars Carlson and Pär-Ola Alfredsson for the period until the end of the next annual general meeting. It was also resolved to elect Helene Mörtberg as new member for the period until the end of the next annual general meeting. Mats R Karlsson was elected chairperson of the board.
The audit firm KPMG AB was newly elected as auditor for the period until the end of the next annual general meeting, with the authorised public accountant Marc Karlsson as the auditor in charge.
Establishment of principles for the appointment of the nomination committee and instructions to the nomination committee
The meeting resolved to adopt the principles governing the appointment of the nomination committee and the instructions to the nomination committee as set out in the notice of meeting.
Resolution regarding (i) the approval of the board’s remuneration report in accordance with Chapter 8, Section 53a of the Companies Act and (ii) the adoption of guidelines for the remuneration of senior executives
The annual general meeting resolved to (i) approve the board’s remuneration report in accordance with Chapter 8, Section 53a of the Companies Act for the financial year 2025 and (ii) adopt guidelines for the remuneration of senior executives in accordance with the board’s proposal.
Authorisation for the board of directors to decide on the acquisition and disposal of the Company’s own shares
The meeting resolved to authorise the board of directors, from the date of admission of the Company's shares to trading on NGM Main Market until the end of the next annual general meeting, on one or more occasions, to decide on the acquisition and transfer of the Company's own shares as follows.
Acquisitions may be made of a maximum number of own shares so that the Company's total holding of own shares amounts to a maximum of ten (10) percent of all registered shares in the Company. Acquisitions may be made through trading on the regulated market NGM Main Market. Payment for the acquired shares shall be made in cash.
All own shares held by the Company at the time of the board’s resolution may be transferred through trading on the NGM Main Market or otherwise to a third party in connection with a corporate acquisition. Consideration for transferred shares shall be paid in cash, by way of a non-cash contribution or by set-off against a claim against the Company, or on terms in accordance with Chapter 2, Section 5 of the Swedish Companies Act.
Acquisition and transfer of own shares may take place on one or more occasions during the period up to the end of the next annual general meeting, at a price per share that falls within the price range registered at any given time. In the event of a transfer other than on the NGM Main Market, the price shall be set so that it does not fall below market value, although a market-based discount in relation to the stock market price may be applied.
Authorisation to issue shares
The annual general meeting resolved to authorise the board of directors to decide, on one or more occasions and no later than the next annual general meeting, to increase the Company’s share capital through new issues of shares, warrants and convertibles. The total increase in the number of shares through new issues pursuant to the authorisation may not exceed ten (10) per cent of the number of outstanding shares at the time the authorisation was first utilised to issue shares, convertibles and/or warrants. New issues of shares, warrants and convertibles may be carried out with or without deviation from shareholders’ pre-emptive rights, and with or without provisions regarding non-cash consideration, set-off or other conditions.
Authorisation to make adjustments
The meeting resolved to authorise the board of directors, the managing director or the person otherwise appointed by the board of directors to make such minor adjustments and clarifications to the resolutions adopted at the meeting as are necessary for the registration of the resolutions.
The complete proposals of the board of directors and the nomination committee for the annual general meeting 2026 are set out in the notice published on 9 April 2026.