Extraordinary General Meeting of Shareholders in Momentum Group AB (publ) on 28 November 2017

The following resolutions were passed at the Extraordinary General Meeting of Share­holders and subsequent Board meeting of Momentum Group AB (the “Company”) held today 28 November 2017:

Repurchase and conveyance of own shares
The General Meeting of Shareholders resolved, in accordance with the Board’s motion, to authorise the Board, on one or more occasions during the period until the next Annual General Meeting, to acquire and divest Class B shares in the Company. The purpose of such repurchases is to be able to adapt the Group’s capital structure and to pay for future acquisitions of businesses and operations using treasury shares as well as to secure the Company’s obligations under the share-based incentive programme adopted at the Extraordinary General Meeting of Shareholders, as specified below.

Acquisitions are to be carried out on Nasdaq Stockholm at a price that is within the registered price range at any given time, meaning the range between the highest purchase price and the lowest selling price. The Company’s total holding of treasury shares may at no time exceed 10 percent of the total number of shares in the Company. The total number of shares in Momentum Group AB amounts to 28,265,416 and the Company currently holds no treasury shares.

The General Meeting of Shareholders authorised the Board, in deviation from the shareholders’ preferential rights, to divest Class B shares held in treasury in connection with acquisitions of companies or operations, or to secure the conveyance of shares in connection with the Company’s outstanding incentive programmes at any given time, outside Nasdaq Stockholm at a price corresponding to their assessed market value.

At the Board meeting following the General Meeting of Shareholders, the Board resolved to exercise the mandate it had received from the Meeting for the period until the next Annual General Meeting to repurchase Class B shares in the Company.

Issuance of call options for repurchased shares and conveyance of repurchased shares to key individuals in senior positions
The General Meeting of Shareholders resolved, in accordance with the Board’s motion, to offer, in deviation from the shareholders’ preferential rights, key individuals in senior positions in the Momentum Group the opportunity to acquire call options for repurchased Class B shares. A maximum of 250,000 call options, which entitle their holders to acquire an equivalent number of shares during the redemption periods of 12-25 February 2021 and 12-25 May 2021, respectively, may be issued, which corresponds to approximately 0.9 percent of the total number of shares in the Company. The options are to be acquired at market value. The redemption price is to correspond to 120 percent of the volume-weighted average price paid for the Company’s Class B shares on Nasdaq Stockholm during the period starting 22 November up to and including 5 December 2017. To encourage participation in the programme, a subsidy equivalent to the premium paid (before tax) will be paid for each call option after two years, provided that the option holder has not been dismissed from the Group and that the call options have not been divested before this date.

The General Meeting of Shareholders also resolved to convey up to 250,000 of the Company’s repurchased shares to the option holders in connection with any exercise of the call options.

Stockholm, 28 November 2017

Momentum Group AB (publ)

For further information, please contact:
Mats Karlqvist, Head of Investor Relations – Tel: +46 70 660 31 32

The information in this document is such that Momentum Group AB (publ) is obliged to make public pursuant to Nasdaq Stockholm’s Rule Book for Issuers. The information was submitted for publication on 28 November 2017 at 12:30 p.m. CET.
   This document is in all respects a translation of the Swedish original press release. In the event of any differences between this translation and the Swedish original, the latter shall prevail.

Momentum Group is one of the leading resellers of industrial consumables and components, service and maintenance to professional end users in the industrial and construction sectors in the Nordic region. The Group has annual revenue of approximately SEK 5.5 billion and approximately 1,600 employees. Momentum Group AB (publ) has been listed on Nasdaq Stockholm since June 2017. Read more at www.momentum.group