| Company Announcement No. 7/2025 |
Copenhagen, 9 April 2025
Results of the Annual General Meeting
of Scandinavian Tobacco Group A/S
Scandinavian Tobacco Group A/S (the "Company") held its annual general meeting today. The outcome of the general meeting was as follows:
1. Adoption of the audited annual report
The audited annual report was adopted by the general meeting.
2. Appropriation of profit as recorded in the adopted annual report
The general meeting approved the Board of Directors' proposal that for the financial year 2024 the Company pays a dividend of DKK 8.50 per share of DKK 1.
3. Presentation of the Company's remuneration report for an advisory vote
The remuneration report was approved by the general meeting.
4. Adoption of the remuneration of the Board of Directors and Board committees
The general meeting approved the Board of Directors' proposal for compensation to the Board of Directors for the financial year 2025 as follows (unchanged from 2024):
- Ordinary members of the Board of Directors shall be paid a base annual fee of DKK 440,000
- The chairman of the Board of Directors shall receive three times the base annual fee
- The vice-chairman of the Board of Directors shall receive two times the base annual fee
- The chair of the Audit Committee shall receive a fee corresponding to 75 percent of the base annual fee
- Other members of the Audit Committee shall receive a fee corresponding to 37.5 percent of the base annual fee
- The chair of each of the Remuneration Committee and Nomination Committee shall receive a fee corresponding to 50 percent of the base annual fee
- Other members of the Remuneration Committee and Nomination Committee, respectively, shall receive a fee corresponding to 25 percent of the base annual fee
The fees for the chair and members of the committees are in addition to their fee as chairman, vice-chairman or member of the Board of Directors. In addition to the above, the Company may, in accordance with the Company's Remuneration Policy, also pay social contributions and similar fees that may be charged by foreign authorities in relation to the fees paid to members of the Board of Directors. Further, the Company may pay travel expenses and other expenses related to the work as a member of the Board of Directors.
5. Reduction of the Company's share capital
The general meeting approved the Board of Directors' proposal that the Company's share capital is reduced by cancelling the Company's treasury shares of a nominal value of DKK 6,000,000. After the reduction, the nominal value of the Company's share capital will be DKK 80,000,000.
Prior to the implementation of the capital reduction, the Company's creditors will be requested to file within a period of 4 weeks any claims they may have against the Company. The request will be published via the Danish Business Authority's IT system. The capital reduction will be implemented after expiry of the said 4-week deadline, unless the capital reduction cannot be implemented at such time under the provisions of the Danish Companies Act. Once the capital reduction has been completed, Article 3.1 of the Company's Articles of Association will be amended to reflect the resolution to reduce the share capital. The Company will publish a company announcement once the reduction of the share capital has been completed.
6. Extension of authorisations to the Board of Directors to increase the Company's share capital without pre-emptive subscription rights for the existing shareholders
The general meeting approved the Board of Directors' proposal that the existing authorisations to increase the Company's share capital without pre-emptive rights for existing shareholders set out in Articles 5.1-5.2 of the Company's Articles of Association are extended for a period of 5 years from the date of the annual general meeting, i.e. until 9 April 2030.
7. Extension of authorisation to the Board of Directors for the Company to acquire own shares
The general meeting approved the Board of Directors' proposal that the existing authorisation for the Company to acquire own shares set out in Article 6.1 of the Company's Articles of Association is extended for a period of 5 years from the date of the annual general meeting, i.e. until 9 April 2030.
8. Deletion of age limit for candidates for the Board of Directors
The general meeting approved the Board of Directors' proposal that the age limit for directors set out in Article 11.1 of the Company's Articles of Association be deleted.
9. Election of members to the Board of Directors
The general meeting re-elected Henrik Brandt, Jörg Biebernick, Dianne Blixt, Marlene Forsell and Anders Obel and elected Ricardo Oberlander as members of the Board of Directors. Henrik Amsinck had decided not to stand for re-election.
10. Election of auditor(s)
PricewaterhouseCoopers Statsautoriseret Revisionspartnerskab was re-elected as auditor of the Company.
Further, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab was elected to provide a statement of assurance on the contents of the sustainability reporting in the management's statement in the annual report for the financial year 2025.
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Employee-elected members of the Board of Directors are Mark Draper, Karsten Dam Larsen and Thomas Thomsen who were all elected in 2023 for a period of four years.
The Board of Directors has appointed Henrik Brandt as chairman of the Board of Directors.
Members of the Audit Committee are Marlene Forsell (chair), Dianne Blixt, Jörg Biebernick and Ricardo Oberlander. Members of the Nomination Committee as well as the Remuneration Committee are Henrik Brandt (chair), Anders Obel and Dianne Blixt.
For further information, please contact:
Torben Sand, Head of Investor Relations and Communication
phone: +45 5084 7222 or torben.sand@st-group.com
About Scandinavian Tobacco Group
Scandinavian Tobacco Group A/S is a world-leading manufacturer of handmade and machine-rolled cigars with an annual production of more than four billion cigars. The Group holds market-leading positions in several categories and its products are sold in more than 100 markets.
Scandinavian Tobacco Group has its headquarters in Copenhagen, Denmark - and employs approximately 10,000 people in Europe, the US, Canada, the Dominican Republic, Honduras, Nicaragua, Indonesia and Sri Lanka. For more information please visit www.st-group.com
