Scandinavian Tobacco Group A/S

Results of the Annual General Meeting - Seite 2

Additionally, Henrik Amsinck (the Board member with special IT competences) shall receive separate supplementary remuneration corresponding to 25 percent of the base annual fee for a specific ad hoc task in relation to the Company’s project “OneProcess” (global roll out of ERP SAP S/4HANA).

 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 1,000,000. After the reduction, the nominal value of the Company’s share capital will be DKK 86,000,000.

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 an announcement once the reduction of the share capital has been completed.

 6.   Adoption of an amendment to the Articles of Association to amend the Indemnification Scheme for members of the Board of Directors and the Executive Management as adopted at the general meeting in 2023


The general meeting approved the Board of Directors’ proposal to adopt amendments to Article 13.3 of the Company's Articles of Association to include a time limit for the indemnification and to clarify that the maximum coverage shall be within the maximum limit permitted under Danish law.

 7.   Approval of the Remuneration Policy


The general meeting approved the Board of Directors’ proposal for a Remuneration Policy, as attached to the notice convening the general meeting.

 8.   Election of members to the Board of Directors


The general meeting re-elected Henrik Brandt, Henrik Amsinck, Dianne Blixt, Marlene Forsell and Anders Obel and elected Jörg Biebernick as members of the Board of Directors. Claus Gregersen had decided not to stand for re-election.

 9.   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 2024.