Resolutions at the Annual General Meeting 2024 in Profoto Holding AB (publ)

The Annual General Meeting adopted the presented Income Statement and Balance Sheet, and the Consolidated Income Statement and the Consolidated Balance Sheet for the financial year 2023 as well as the Remuneration Report prepared by the Board of Directors, and resolved to discharge the Board members and the CEO from liability for the financial year 2023. In addition, the following main resolutions were passed.

Dividend
The Annual General Meeting resolved in accordance with the Board of Directors’ proposed disposition of the company’s profit, entailing a cash dividend for the financial year 2023 of SEK 3.75 per share and that the record date for the cash dividend is to be May 16, 2024. The payment by Euroclear Sweden AB is expected to start on May 21, 2024.

Election of Board members and auditor
In accordance with the Nomination Committee’s proposal, the following Board members were re-elected; Hans Eckerström, Magnus Brännström, Pernilla Ekman, Anders Hedebark, Helena Holmgren and Helene Willberg. Hans Eckerström was re-elected as Chairman of the Board. In accordance with the recommendation from the Audit Committee, the accounting company Öhrlings PricewaterhouseCoopers AB was re-elected as auditor, with Aleksander Lyckow as the auditor in charge.

Fees
The Annual General Meeting resolved, in accordance with the Nomination Committee’s proposal, that the fees to the Board shall amount to SEK 600,000 to the Chairman of the Board and SEK 300,000 to each of the other Board members who is not employed by the company. Furthermore, it was resolved that an additional fee for committee work shall be paid with SEK 180,000 to the Chairman of the Audit Committee and SEK 90,000 to each of the other members of the Audit Committee and SEK 60,000 to members of the Remuneration Committee. The auditor’s fee shall be paid according to approved invoice.

Authorization for the Board of Directors to resolve on new issue of shares
The Annual General Meeting resolved, in accordance with the proposal from the Board of Directors, to authorize the Board of Directors to resolve on issue of new shares. The authorization may be exercised on one or several occasions up to the Annual General Meeting 2025. An issue may be made with or without deviation from the shareholders’ preferential right and against cash payment, by set-off or by contribution in kind. The number of shares to be issued by virtue of the authorization shall not exceed 10% of the registered share capital (as per the date of the resolution on the issue of new shares). The purpose of the authorization is to increase the financial flexibility of the company. Upon deviation from the shareholders’ preferential rights, the reason may be, by way of issue of new shares for payment in cash, in kind or through set-off, to enable acquisitions, to strengthen the company’s capital base in connection with company acquisitions or strategic capital or other investments, to obtain capital contributions from current owners and/or new owners, which are considered strategically important from an operational, financial, structural or other perspective, and/or to increase the acting scope of the Board in its work on the company’s capital structure.