Telia Company's Annual General Meeting on April 6, 2022
- 2022-04-06 12:30 UTC
The Annual General Meeting of Telia Company AB (publ) was held today, April 6, 2022. The Meeting was held only through postal voting in accordance with temporary legislation. The resolutions passed at the Meeting included the following.
Adoption of income statement and balance sheet and dividend resolution
The Meeting adopted the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet for 2021 as well as resolved on a dividend of SEK 2.05 per share to be distributed to the shareholders in two payments of SEK 1.00 per share and SEK 1.05 per share, respectively, the first with the record date April 8, 2022, and the second with the record date October 27, 2022. It is estimated that Euroclear Sweden AB will execute the first payment on April 13, 2022, and the second payment on November 1, 2022.
Discharge from liability and Board of Directors
The Meeting discharged the members of the Board of Directors and the CEO Allison Kirkby from liability for 2021.
The directors Ingrid Bonde, Luisa Delgado, Rickard Gustafson, Lars-Johan Jarnheimer, Jeanette Jäger, Nina Linander and Jimmy Maymann were re-elected. Hannes Ametsreiter and Tomas Eliasson were elected as new directors. Further, Lars-Johan Jarnheimer was re-elected as chair and Ingrid Bonde as vice-chair of the Board of Directors.
Remuneration to the Board of Directors and remuneration report
The Meeting resolved on the following remuneration to the directors: SEK 2,000,000 to the chair, SEK 940,000 to the vice-chair and SEK 670,000 to each other director elected by the general meeting. It was further resolved on a remuneration of SEK 300,000 to the chair of the Board of Directors' Audit Committee and SEK 170,000 to each other member of the Audit Committee as well as SEK 75,000 to the chair of the Board of Directors' Remuneration Committee and SEK 75,000 to each other member of the Remuneration Committee.
The Meeting resolved to adopt the Board of Directors' remuneration report.
The Meeting resolved that the company shall have one registered accounting firm as auditor, and Deloitte AB was elected as auditor until the end of the Annual General Meeting 2023. The authorized public accountant Peter Ekberg will continue as auditor in charge. Remuneration to the auditor shall be paid as per an approved invoice.
Instruction for the Nomination Committee
The Meeting resolved to adopt the instruction for the Nomination Committee.
Long-term share incentive program
The Meeting resolved to implement a long-term share incentive program 2022/2025. The Meeting also resolved to approve transfer of own shares to participants in the program and to subsidiaries within the Group in order to secure their obligations to deliver performance shares under the program.
Authorization to repurchase and transfer own shares
The Meeting authorized the Board of Directors to decide on repurchase of own shares. Repurchases of shares may be made on Nasdaq Stockholm and/or Nasdaq Helsinki on one or more occasions before the Annual General Meeting 2023. A maximum number of shares may be acquired so that the Company's holding at any time does not exceed 10 percent of all the shares in the Company. Repurchases of shares may only be made at a price within the spread between the highest bid price and lowest ask price from time to time on Nasdaq Stockholm and/or Nasdaq Helsinki.
The Meeting also authorized the Board of Directors to decide on transfer of own shares with or without deviation from the shareholders' preferential rights. Transfers may be made (i) on Nasdaq Stockholm and/or Nasdaq Helsinki or (ii) outside Nasdaq Stockholm and/or Nasdaq Helsinki in connection with an acquisition of companies or businesses, on one or more occasions before the Annual General Meeting 2023. Transfer of own shares may be made of up to such number of shares as is held by the Company at the time of the Board of Directors' decision regarding the transfer. Transfers of shares on Nasdaq Stockholm and/or Nasdaq Helsinki may only be made at a price within the spread between the highest bid price and lowest ask price from time to time on Nasdaq Stockholm and/or Nasdaq Helsinki. In case of transfers outside Nasdaq Stockholm and/or Nasdaq Helsinki, the consideration for the shares may be made by cash payment, for payment in kind or by way of set-off and the price shall be established so that the transfer is made on market terms.
The Meeting resolved to reject proposals from shareholders.
Minutes from the Meeting
Minutes from the Meeting including complete resolutions will be made available on Telia Company's website www.telia.company.com under the heading "General Meeting" (which can be found under the section "Investors").