Announcement from annual general meeting in Thunderful Group AB (publ), held on 27 May 2025
An annual general meeting was held in Thunderful Group AB (publ) on 27 May 2025. A summary of the decisions made at the general meeting follows below. All resolutions have been made with the required majority and in accordance with the proposals presented to the meeting.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet and discharge from liability
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 2024. The annual general meeting further decided to grant each member of the board and the CEO discharge from liability regarding the financial year 2024.
Resolution on disposition of the company’s profit
The annual general meeting resolved that no dividend shall be paid for the financial year 2024 and that the company’s available funds amounting to SEK 664,751,634 shall be carried forward into new accounts.
Election of board members, chairman of the board and election of auditor
The board shall consist of four ordinary members elected by the general meeting without deputies. The annual general meeting resolved to re-elect Patrick Svensk, Owe Bergsten, and Magdalena Rodell Andersson and to elect Brjann Sigurgeirsson as ordinary board members. More information regarding the board members can be found on the company’s website, www.thunderfulgroup.com.
Patrick Svensk was re-elected as chairman of the board.
The company shall have one auditor without a deputy auditor. The annual general meeting decided to re-elect the registered auditing firm PricewaterhouseCoopers AB with the authorized auditor Nicklas Kullberg as auditor in charge.
Resolution on remuneration for board members, members of the audit committee, remuneration committee and remuneration to the auditor
The annual general meeting decided that remuneration of SEK 500,000 shall be paid to the chairman of the board and that SEK 250,000 shall be paid to each of the other board members elected by the general meeting for the entire term of office.
The annual general meeting resolved that SEK 50,000 shall be paid to the chairman of the audit committee and SEK 30,000 to each member of the audit committee. Regarding remuneration to the remuneration committee, it was resolved that SEK 40,000 shall be paid to the chairman of the remuneration committee, and that SEK 20,000 shall be paid to each member of the remuneration committee.
Furthermore, the annual general meeting decided that remuneration to the company’s auditor shall be paid in accordance with approved invoice.
Resolution on the adoption of instructions for the nomination committee
The annual general meeting resolved to adopt the previously applicable instructions for the nomination committee to remain unchanged until the 2026 annual general meeting.
Resolution to authorise the board of directors to decide on a new issue of shares, warrants and convertibles
The annual general meeting decided to authorise the board of directors to, until the next annual general meeting, decide on a new issue of shares, warrants and convertibles, on one or more occasions and with or without deviation from the shareholders’ preferential rights and with or without provisions on contribution in kind, set-off or other conditions. The purpose of the authorisation and the reason for deviating from the shareholders’ preferential rights is to give the board of directors flexibility in its work with financing and enabling an accelerated expansion and development of the group, its market and products, for example through acquisitions of companies, businesses or assets where payment is to be made in whole or in part with newly issued shares and/or enable the board of directors to quickly raise capital for such acquisitions. The number of shares issued with support from the authorisation or that may be issued through the exercise of warrants and conversion of convertibles issued with support from the authorisation, may amount to a maximum of 7,453,289 shares, corresponding to a dilution of approximately 10 percent of all outstanding shares at the time of the notice to the annual general meeting and the same dilution effect on the key figures for the share that the company reports. To the extent that a new issue is made with deviation from the shareholders’ preferential rights, the new issue shall be made on market terms. The board of directors has the right to determine other terms for the issues.
Resolution on implementation of warrant-based incentive program 2025/2028 for employees
The annual general meeting decided to implement a warrant-based incentive program 2025/2028 for the group’s employees through a directed issue of not more than 3,591,624 warrants with the right to subscribe for new shares in the company and to approve the transfer of such warrants. More information regarding the warrant-based incentive program can be found on the company’s website, www.thunderfulgroup.com.
Resolution on implementation of an employee stock option program 2025/2028 and directed issue of warrants for delivery of shares in accordance with employee stock option program 2025/2028
The annual general meeting decided to implement an employee stock option program 2025/2028 for certain foreign key employees in the company and/or the company’s subsidiaries, and, in order to ensure the company’s commitments under the employee stock option program, to issue not more than 1,910,000 warrants with the right to subscribe for new shares in the company and to approve the transfer of such warrants. More information regarding the employee stock option program can be found on the company’s website, www.thunderfulgroup.com.
The decisions in their entirety
The adopted the decisions in their entirety can be found on the company's website, www.thunderfulgroup.com