Cloetta's Annual General Meeting (AGM) was held on Tuesday, 21 April 2026, in Stockholm, Sweden.
Adoption of the balance sheet and profit and loss accounts
The AGM adopted the balance sheet and profit and loss accounts of the parent company and the Group for the preceding financial year.
Dividend
The AGM approved the proposed dividend of SEK 1.40 per share, corresponding to a total amount of SEK 401,355,522. The record date for the dividend was set for Thursday, 23 April 2026. The dividend is expected to be distributed through Euroclear Sweden AB on Tuesday, 28 April 2026.
Remuneration report
The AGM approved the presented remuneration report for the preceding financial year.
Board of Directors
The AGM discharged the members of the Board and the CEO from liability for the preceding financial year. The AGM resolved that the number of directors elected by the general meeting should be seven, with no deputies. Patrick Bergander, Morten Falkenberg, Malin Jennerholm, Pauline Lindwall, Alan McLean Raleigh, Camilla Svenfelt and Mikael Svenfelt were re-elected as Board members. Morten Falkenberg was re-elected as chairman of the Board.
Board and auditor fees
The AGM approved Board fees such that the chairman of the Board shall receive SEK 1,125,000 (previously SEK 860,000) and each of the other Board members elected by the AGM will receive SEK 470,000 (previously SEK 350,000). The AGM resolved that fees can be paid to Board members for certain services in addition to Board work (consultancy services etc.) in their respective fields of expertise, provided that such services have been approved in advance by the chairman of the Board or by two Board members. Any remuneration for such services may not exceed SEK 470,000 (previously SEK 350,000). Fees for work on the Board committees were resolved to be paid in an amount of SEK 125,000 (unchanged) to each member of the audit committee and with SEK 200,000 (unchanged) to the chairman of the audit committee and with SEK 107,000 (unchanged) to each member of the remuneration committee and with SEK 160,000 (unchanged) to the chairman of the remuneration committee.
Furthermore, the AGM approved that the remuneration to the auditors shall be paid in accordance with approved invoice.
Auditor
Öhrlings PricewaterhouseCoopers AB ("PwC") was re-elected as auditor until the end of the next Annual General Meeting. PwC will appoint Vicky Johansson as the auditor in charge.
Long-term share-based incentive plan (LTI 2026)
The AGM approved the Board's proposal regarding LTI 2026. LTI 2026 follows the same structure as LTI 2025. LTI 2026 comprises up to 74 employees as a maximum, consisting of the executive management team and senior managers within the Cloetta Group, divided into four categories.
As before, to participate in LTI 2026, the participants must have personal shareholdings in Cloetta ("Investment Shares") and such shares must be allocated to LTI 2026. The participants in the first category (the CEO and the executive management team) may as a maximum invest 12 per cent of their fixed annual salaries for 2025 before tax, the participants in the second category (certain senior managers) may as a maximum invest 10 per cent of their fixed annual salaries for 2025 before tax, the participants in the third category (certain other managers) may as a maximum invest 8 per cent of their fixed annual salaries of 2025 before tax and the participants in the fourth category (certain other managers) may as a maximum invest 6 per cent of their fixed annual salaries of 2025 before tax in LTI 2026.
For participants in the first category, each Investment Share entitles to six and a half (6.5) performance share rights. For the second category, each Investment Share entitles to five (5) performance share rights. For the third category, each Investment Share entitles to three and a half (3.5) performance share rights. For the fourth category, each Investment Share entitles to two (2) performance share rights. The participant will receive performance share rights after the AGM 2026 in connection with, or shortly after, an agreement is entered into between the participant and Cloetta regarding participation in LTI 2026. The performance share rights are divided into Series A, B and C according to the different performance targets that LTI 2026 includes and that drive long-term value for Cloetta.
As the Board's proposal regarding the transfer of own B shares under LTI 2026 under agenda item 19 (B) did not receive the required majority and thus was not approved, the Board intends to instead enter into a share swap agreement with a bank to secure the company's obligation to deliver B shares under LTI 2026.
Authorisation for the Board to resolve on repurchase and transfer of own B-shares
The AGM approved the Board's proposal regarding authorisation for the Board to, on one or more occasions for the period until the end of the next Annual General Meeting, resolve to acquire a maximum number of B-shares so that the company holds a maximum of ten per cent of all B-shares in Cloetta at any time following the acquisition. The AGM also approved the Board's proposal to, on one or more occasions for the period until the end of the next Annual General Meeting, resolve upon transfer of own B-shares on Nasdaq Stockholm or elsewhere.
The purpose of the above authorisations, regarding acquisition and transfer of own B-shares, is to enable financing of acquisitions of businesses through payment with own B-shares and to be able to continuously adjust Cloetta's capital structure and thereby contribute to increased shareholder value, as well as to enable hedging of costs and delivery of shares related to the implementation of the Cloetta's, at any given time, share-based incentive plans.
Statutory meeting
At the statutory meeting held in connection with the AGM, Pauline Lindwall, Morten Falkenberg and Alan McLean Raleigh were elected as members of the remuneration committee with Pauline Lindwall as chairman of the committee. Patrick Bergander, Malin Jennerholm, Mikael Svenfelt and Camilla Svenfelt were elected as members of the audit committee with Patrick Bergander as chairman of the committee.
Investor and media contact
Laura Lindholm, Director Communications & Investor Relations
+46 705 11 26 22, ir (@) cloetta.com
Cloetta's press and investor desk
+46 766 96 59 40
ir (@) cloetta.com
press.group (@) cloetta.com
sustainability (@) cloetta.com
For more information from Cloetta and press images, visit www.cloetta.com/en/media/
