Bulletin from Storytel Group’s Annual General Meeting 2025

MARKN.

The Annual General Meeting ("AGM") of Storytel AB (publ) ("Storytel" or the "Company") was held today on May 6, 2025, where the following resolutions were passed by the shareholders.

Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.

Allocation of profit
The AGM resolved to dispose of the profits in accordance with the Board of Directors proposal, meaning that a dividend payment will be made in the amount of SEK 1.00 per share, with 8 May 2025 as record date, and that the remaining profits according to the adopted balance sheet be carried forward. The dividend is expected to be paid to the shareholders on 13 May 2025.

Discharge of liability
The Board of Directors and the current and former CEO were discharged from liability for the financial year 2024.

Election of the Board of Directors, auditor and remuneration
The AGM resolved, in accordance with the Nomination Committee's proposal, that the Board of Directors shall consist of seven directors and that the number of auditors shall be one registered audit firm.

It was further resolved, in accordance with the Nomination Committee's proposal, that the remuneration to directors, shall be 3,675,000 SEK in total, including remuneration for committee work, to be paid in the following amounts:

  • 278,000 SEK for each of the non-employed directors, 824,000 SEK to the Chair;
  • 103,000 SEK for each member of the Audit Committee and 232,000 SEK to the Chair of the committee;
  • 77,000 SEK for each member of the Remuneration Committee and 180,000 SEK to the Chair of the committee; and
  • 77,000 SEK for each member of the Strategy Committee and 180,000 SEK to the Chair of the committee.

Remuneration to the auditor is to be paid according to approved invoice.

In accordance with the Nomination Committee's proposal, Alexander Lindholm, Jonas Sjögren, Jonas Tellander, Hélène Barnekow, Ulrika Danielsson, Filippa Wallestam and Erik Tidén were re-elected as Directors of the Board. Hélène Barnekow was re-elected as Chair of the Board of Directors.

Ernst & Young Aktiebolag was re-elected as the Company auditor. Ernst & Young Aktiebolag has announced that the authorized accountant Johan Holmberg will continue to be the auditor in charge.

Authorisation for the board to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors until the next AGM, on one or several occasions, with or without preferential rights for shareholders, to issue in total a maximum of shares, regardless of share class, warrants and/or convertibles, with the right to subscribe and convert to the respective share class in the Company, corresponding to not more than 10 percent of the share capital of the Company based on the number of shares at the time when the authorization is used for the first time.

Adoption of a long-term incentive program 2025/2028
The AGM resolved, in accordance with the Board of Directors' proposal, to adopt a Restricted Stock Unit (RSU”) program for the CEO at Storytel (LTIP 2025/2028).

The resolution covers a maximum of 108,010 RSUs. The RSUs are allotted to the participant free of charge and entitle the holder to shares of series B in the Company. The RSUs vests over three years, from the date of allocation until 31 May 2028. The RSUs are divided into series A and series B. At 100 percent allocation of all series, series A constitutes 60 percent of the total number of RSUs allocated to the participant and series B constitutes 40 percent of the total number of RSUs allocated to the participant. The number of RSUs that entitle allocation of shares depends on the fulfilment of the performance targets applicable to each series. The performance targets for series A are connected to the share price development for Storytel’s series B share, while the performance targets for RSU’s of series B are connected to one or more operational and/or financial performance targets linked to Storytel's long-term strategy, whereof at least one will be a performance target related to ESG, as set out in further detail in the notice to the AGM 2025.

The required majority was not obtained for the Board of Directors’ proposal on issue and transfer of warrants to ensure the delivery of shares to the participant in LTIP 2025/2028. The AGM instead resolved to authorize the Board of Directors to enter into share swap agreements with a third party in order to hedge the company's obligations in accordance with LTIP 2025/2028.

Datum 2025-05-06, kl 11:00
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