Report from Stille’s Annual General Meeting 2025
The 2025 annual general meeting in Stille AB was held on Wednesday, May 7, 2025, on Norrlandsgatan 11 in Stockholm. The main resolutions passed at the annual general meeting were as follows. More detailed information about the contents of the resolutions may be obtained from the complete notice of the annual general meeting and the complete proposals, which are available on the company’s website.
Adoption of the income statements and the balance sheets
The annual general meeting adopted the presented income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for 2024.
Disposition of the company’s results
The annual general meeting approved, in accordance with the board’s proposal, that no dividend shall be paid for the financial year 2024.
Discharge from liability
The annual general meeting resolved to discharge the board members and the CEO from liability for the past year.
Board and auditors
The annual general meeting resolved, in accordance with the nomination committee’s proposal, that the board shall be composed of five (5) members elected by the meeting, with no alternates, and that the number of auditors shall be one without an alternate.
The annual general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect Per Carlsson, Yonna Olsson, Victor Steien and Jens Viebke, as well as to elect Jón Sigurdsson, as board members for the time until the next annual general meeting. The annual general meeting also resolved, in accordance with the nomination committee’s proposal, to elect Jón Sigurdsson as the new chair of the board. In addition, the annual general meeting also resolved, in accordance with the nomination committee’s proposal, to re-elect the registered accounting firm Rådek AB as the company’s auditor, with Johan Rudengren as auditor in charge.
The annual general meeting resolved, in accordance with the nomination committee’s proposal, that the fees to the board shall be SEK 600,000 to the chair of the board and SEK 150,000 to each of the other board members elected by the meeting. The annual general meeting also resolved, in accordance with the nomination committee’s proposal, that fees will be paid to the auditor in accordance with approved invoices.
Principles for remuneration and other terms of employment for senior executives
The annual general meeting resolved, in accordance with the board’s proposal, to approve the principles for remuneration and other terms of employment for senior executives.
Issue authorization
The annual general meeting resolved, in accordance with the board’s proposal, to authorize the board to issue new shares. Such share issues may deviate from the shareholder’s preferential rights to subscribe for new shares. The issue of new shares may only increase the total number of shares by 900,000 shares, meaning around 10 % of the total number of shares in the company.
Warrant program 2025/2028
The annual general meeting resolved, in accordance with the board's proposal, to adopt a long-term incentive program for the certain members of management in the Stille group, whereby warrants will be issued without payment of any consideration to the company which will thereafter transfer the warrants to the participants for the warrants’ market price. As of March 28, 2025, the value of one warrant amounted to SEK 42.9, which corresponds to the warrant’s preliminary market value with the application of a determined valuation method (Black & Scholes).
The board deems it to be in the interest of the company and its shareholders that members of management are engaged in the development of the company by being offered to acquire warrants in an incentive program. Such offer is expected to lead to increased motivation and an increased sense of belonging with the company, as well as to an increased interest in the business and performance of the company.
In total, 100,000 warrants will be issued to enable allotment, which corresponds to approximately 1.1 percent of the company’s outstanding shares. For each warrant, the holder is entitled to subscribe for one new share against cash payment of a subscription price that shall correspond to 125 percent of the volume-weighted average price of the company’s share during a period of five trading days from and including May 23, 2025, up to and including May 30, 2025 however, never less than the quota value of the company’s share. Subscription for shares based upon warrants may take place during a period of one month commencing on the day after the company's quarterly report for Q1 for the financial year 2028 has been made public.