At the annual general meeting in Rusta which was held on Friday, 20 September 2024 in Upplands Väsby, it was resolved on, among other things, a dividend of SEK 1.15 per share, re-election of the entire board of directors and the company’s auditor, adoption of updated guidelines for remuneration to the senior executives and implementation of a long-term incentive programme.
Adoption of income statements and balance sheets
The annual general meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2023/2024.
Dividend
The annual general meeting resolved on a dividend of SEK 1.15 per share for the financial year 2023/2024 and that Tuesday, 24 September 2024 shall be the record date for the dividend. Payment is expected to be made through Euroclear Sweden AB on Friday, 27 September 2024.
Discharge from liability
The annual general meeting resolved to discharge all members of the board of directors and the CEO from liability for the financial year 2023/2024.
Election of the board of directors and determination of the fees to be paid to the board of directors
The annual general meeting resolved to re-elect Erik Haegerstrand (as chair), Anders Forsgren, Ann-Sofi Danielsson, Björn Forssell, Claes Eriksson, Maria Edsman and Victor Forsgren as members of the board of directors for the for the period of time until the close of the next annual general meeting.
The annual general meeting further resolved that fees to the members of the board of directors for the period of time until the close of the next annual general meeting shall be paid with SEK 1,000,000 to the chair of the board of directors and SEK 450,000 to each of the other members of the board of directors elected by a general meeting as well as that fees to the members of the committees of the board of directors shall be paid with SEK 100,000 to the chair of the audit committee, SEK 60,000 to each of the other members of the audit committee, SEK 80,000 to the chair of the expansion committee and SEK 40,000 to each of the other members of the expansion committee.
Election of auditor and determination of the fees to be paid to the auditor
The annual general meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB as the company’s auditor for the period of time until the close of the next annual general meeting and resolved that fees to the auditor shall be paid in accordance with approved invoice.
Resolution on guidelines for remuneration to the senior executives
The annual general meeting resolved to adopt updated guidelines for remuneration to the senior executives which shall apply to remuneration agreed by the company after the 2024 annual general meeting.
Resolutions on implementation of a long-term incentive programme, authorisation for the board of directors to resolve on acquisitions and transfers of own shares as well as a resolution on transfer of own shares
The annual general meeting resolved on implementation of a long-term incentive programme encompassing up to 41 employees, consisting of the company’s CEO, members of the executive management and certain other key employees. Participation in the programme requires that the participant allocates held Rusta shares to the programme as savings shares. Participants will, provided that certain conditions are fulfilled, be entitled to, free of charge, receive 0.5 matching shares per savings share, and, additionally, provided that certain pre-determined performance targets are fulfilled, a maximum of five performance shares per savings share. The company’s CEO shall, instead of what is stated regarding the other participants, be entitled to receive a maximum of seven performance shares on otherwise the same terms as the other participants and shall not be entitled to receive any matching shares.
The annual general meeting further resolved, for the purpose of securing the company’s commitments under the incentive programme and thereto related costs, on an authorisation for the board of directors to resolve on acquisitions and transfers of own shares as well as a transfer of own shares to the participants of the incentive programme. Acquisitions may be made of up 678,444 own shares on Nasdaq Stockholm at a price per share within the registered price interval at any given time and in in accordance with the rules otherwise applicable at the trading venue, of which up to 516,241 shares may be transferred free of charge to the participants of the incentive programme in accordance with the terms and conditions of the programme. The board of directors was authorised to, in order to continuously adapt the number of shares acquired to secure commitments and costs under this incentive programme and previous incentive programmes, transfer own shares up to the number of shares that, at any given time, are held by the company on Nasdaq Stockholm within the registered price interval at any given time and in accordance with the rules otherwise applicable at the trading venue.
Other resolutions
The annual general meeting also resolved to:
- approve the board of director’s remuneration report for the financial year 2023/2024; and
- adopt the principles for appointment of the nomination committee and instruction of the nomination committee first adopted by the 2023 annual general meeting to apply until further notice.
The minutes from the annual general meeting will be made available at the company and on the company’s website (https://investors.rusta.com/en/governance/).