Welcome to the annual general meeting of the Scandinavian Tobacco Group. My name is Henrik Brandt, and I'm the chairman of the board. I'd like to welcome everyone to the meeting, whether you're attending in person or whether you're attending by live webcast transmission on our investor portal. According to the company's articles of association, the board of directors appoint the chairman of the general meeting, and we have again this year asked attorney at law Christian Lundgren to chair the meeting and lead us through the agenda. The articles of association also prescribe that the general meeting should be conducted in English. We know some of our shareholders are Danish, and therefore we agreed with Christian, like in previous years, that he will provide a short summary in Danish at the end of each agenda item. With these opening remarks, I would like to hand over to you, Christian.
Please.
Thank you very much, Henrik, and a very welcome also from my part to this general meeting. I hope we'll have an enjoyable or interesting couple of hours or however long we'll go. Let's see. As already pointed out, we are conducting the general meeting in English, and I will provide summary translation also. If anyone wishes to take the word, it will certainly also be possible to do that in Danish . [Foregn language] The shareholders who follow the general meeting via live webcast or on the investor portal also welcome to you. Note that it is not possible for you to make interventions or vote via those facilities.
For those present, I ask anyone that may wish to speak to come to the podium when I ask you to state your name before taking the word. Final good remark is please turn off your mobile phones, not those at home. You can have them on. [Foreign language] . Before turning to the agenda, I'll explain that I have resolved that the general meeting is lawfully convened and has the power to decide on all matters of the agenda.
While this is my right and indeed my duty to decide as chair of the meeting, I would just like to take you through my rationale. According to Article 7(5) of the articles of association, the annual general meeting shall be held each year before 30 April because of regulatory requirements. Given the date we are here, it's of course fulfilled. Furthermore, it is provided that general meetings shall be convened by the board of directors not later than three weeks and no earlier than five weeks before the date of the general meeting. There are requirements about sending out notices to the shareholders and publishing it on the website.
I have received documentation that notice about the general meeting has been published, including via Nasdaq and on the company's website, and also sent out by mails to shareholders that have so requested on 11 March, i.e., within the required timeline. According to Article 7(3), general meetings shall be held at the company's registered office or in Greater Copenhagen. Being where I can confirm we are, this requirement is also fulfilled. Article 8(1) requires the company to publish certain documents and information on the website no later than three weeks prior to the general meeting. I have asserted myself that this has been complied with. Finally, I note that the agenda we have in front of us today fulfills the requirements set out in Article 8.2. Thus, from my part, I conclude that the general meeting has been called in accordance with the requirements and applicable law.
I note that when we come to it, there are four proposals under item six that will require, in order to be passed or adopted, approval by at least two-thirds of the votes cast and the share capital represented today at the general meeting. The rest of the items on the agenda may be adopted with a simple majority. [Foregn language] Let me know if anyone disagrees with my determination on that. Thank you.
That's certainly helpful because otherwise we would have a new situation. I can inform you that we are present or represented 72.84% of the share capital. That's 57.3 million. You have been handed out voting cards. I will give instructions if we indeed need to use them. Typically, we do it in the way that I assess based on remarks made in the room and otherwise also, of course, based on proxies and all the proxies submitted prior to the general meeting, whether I feel it's safe to conclude that a proposal has been adopted or rejected with the required majority. Vi 72,4 . [Foreign language]. Men i Let's turn to the agenda. You have it here behind me. Very big screen, I would say. Item one on the agenda, that's the report of the board of directors. I'll hand it over to Henrik in a few minutes. Two is the adoption of the audited annual report. Three is appropriation of profits as recorded in the annual report. Four is presentation of the company's remuneration report for an advisory vote. Five is adoption of proposal regarding remuneration of the board of directors for 2025. On item six, we have any proposals by the board of directors or from shareholders.
I note that no proposals from shareholders have been received, whereas there are four proposals from the board of directors, namely A, regarding reduction of the company's share capital. B is extension of authorizations for the board to issue new shares. C is also an extension of an authorization to the board, namely to acquire own shares. D is a proposal to delete the current age limits for candidates to the board of directors in the articles. Item seven is election of members of the board of directors. Eight is election of auditors and nine is any other business. I'll now give the word to Henrik, Chair of the Board, to deliver the report of the board of directors. During Henrik's presentation, the board's motivation for other items on the agenda will also be presented. Henrik, ordet dit.
Thank you, Christian. Scandinavian Tobacco Group's annual general meeting is a special occasion, and I'm pleased to present the board's report for the financial year of 2024. The year was characterized by a challenging business environment with high volatility. Therefore, I'm pleased to report good progress. Scandinavian Tobacco Group has made with the strategy Rolling Towards 2025, with the financial performance delivered and that we have again had delivered to our commitments to our shareholders as we have returned close to DKK 1.5 billion to our shareholders in 2024. Before I move on to the formal presentation of the report, I would like, on behalf of the board of directors, to offer a sincere thank you to every employee at Scandinavian Tobacco Group for their contribution in the past year.
All of the close to 10,000 employees globally deserve credit for enabling the company to rise among many challenges and to deliver on our objectives and our strategy. Thank you. I have now moved to the more formal report. Let me start by reviewing the financial highlights for the past year. For the full year of 2024, Scandinavian Tobacco Group delivered net sales of DKK 9.2 billion and an EBITDA before special items of DKK 2.1 billion, resulting in an EBITDA margin before special items of 22.6%. Net profit for the year was DKK 940 million, while free cash flow before acquisitions was DKK 931 million. Adjusted earnings per share was DKK 13.7 per share. These results are in line with the financial guidance we communicated at the beginning of the year and which was updated in November with the impact of the acquisition of Mac Baren.
The reported net sales increased 4.4% and were record high. For the first time, we exceeded net sales of more than DKK 9 billion, and this milestone was primarily reached as a result of the inclusion of Mac Baren, which we acquired on the 1st of July last year, and by continued good solid performance from our growth enablers. Our core cigar business continues to be impacted by declining markets as well as a difficult pricing environment. The EBITDA margin of 22.6% was lower than the year before and as expected, but it was within the original guidance range we communicated one year ago despite the impact of investments in our growth enablers and in strengthening our market positions in the core categories. I will discuss the acquisition of Mac Baren and our growth enablers later in my report.
Based on the result for 2024 and the financial position of the company, the board of directors proposes a dividend of DKK 8.5 per share, which is an increase compared to the dividend of 2023. This is the ninth consecutive year that we have increased the ordinary dividend per share. Based on the issued number of shares, the DKK 8.5 per share corresponds to a total payment of DKK 731 million to our shareholders. In addition to the ordinary dividend payments, we remain committed to allocate excess capital by repurchasing own shares. In November 2024, we completed a share buyback program of a total of DKK 850 million. As mentioned, the total capital return, including dividends and share buyback, was close to DKK 1.5 billion, or 15% of the market value of Scandinavian Tobacco Group by the beginning of 2024.
The increase in the dividend and the strong capital allocation are a testament to the strength of the underlying business and our ability to generate strong cash flow. I will now turn my attention to the financial highlights in each of the three commercial divisions. Our commercial division, Euribranded, comprises business-to-business sales of all product categories in the European market, where we have our own sales organization. In 2024, the division accounts for 34% of total group net sales. Reported net sales increased by 8% to DKK 3.1 billion. Excluding the impact from acquisitions on an exchange rate, net sales were unchanged, with growth in next-generation products and handmade cigars being offset by a decrease in product category machine-rolled cigars and smoking tobacco. EBITDA before special items declined by 5%, with a margin of 21% compared to the 23.8% in 2023.
The margin development is primarily a result of the high growth of our nicotine pouch business, which currently operates at a lower gross margin, and increasing investments in sales and marketing, including to stabilize the market shares and strengthen our position in machine-rolled cigars. Our North American Branded and Rest of the World division, it's a long word, comprises business-to-business sales of all product categories in North America and the rest of the world. In our organizational structure, the division includes the European markets, where we do not have our own sales organization. It comprises international sales. It comprises global travel retail as well as contract manufacturing business. In 2024, the division accounted for 34% of group net sales. Reported net sales increased by 3% to DKK 3.1 billion. Excluding the impact from acquisitions and exchange rate developments, net sales declined 3% with negative growth in all product categories.
The EBITDA margin before special items increased by 2% in DKK, with an EBITDA margin of 36% compared to 36.3% in the previous year. The slightly negative margin development was primarily the result of mixed changes between product categories and the inclusion of the Mac Baren sales. Our third division, North America and online and retail, includes direct-to-consumer sales of all product categories via our own online platforms, of which we have many, catalog and retail channels in North America. Handmade cigars are by far the largest product category, with more than 70% of the net sales in this division. In 2024, the division accounted for 32% of group net sales. Reported net sales increased by 5% to DKK 3 billion. Excluding acquisitions and exchange rate developments, growth was 4%, with all product categories delivering growth.
Sales through our online business increased despite the negative growth in the total margin for handmade cigars in the U.S., and our retail business delivered double-digit sales growth. The EBITDA before special items was almost unchanged in DKK, with an EBITDA margin of 14.8% compared with 15.7% the year before. The margin development is primarily the result of cost inflation and inclusion of McBarren net sales that carried a lower margin than the average previously. I will now turn to the update on the progress during 2024 on the group strategy Rolling Towards 2025. More than four years ago, we launched the Rolling Towards 2025 strategy, and we are now in the final year of the existing strategy period. Since the launch, we have added strong brands. We have expanded our product portfolio to nicotine pouches. We have also made multiple acquisitions, and we have launched a sustainability strategy.
At the same time as we have strengthened and invested in the long-term opportunities for the group, we have also returned a significant amount of capital to our shareholders. Overall, I am pleased with the progress we have made in the investment in implementing the strategy, even more so considering the many challenges and disruptions we have experienced during this period of time, including the pandemic, as you will all remember. In the annual report, you will find more details about Rolling Towards 2025 strategy, our vision and our ambition, and as well as the six must-win battles that we have defined as essential to succeed in reaching our vision and deliver on our ambitions. Let me now mention some of the most significant achievements we have made during the past year.
Firstly, simplify everything we do by reducing complexity and improving processes are keywords to increase cost agility and improve profitability. Let me give you two examples. At the AGM last year, I mentioned that we are adjusting our commercial setup by creating one global commercial organization. During the year, we have completed the process of merging our three commercial divisions into one, whereby we have not only reduced complexity, but we are also getting closer to our end customers and consumers and are more cost-efficient. With one commercial organization, we have strengthened our category focus by establishing stronger product category organizations. First, handmade cigars; second, machine-rolled cigars and smoking tobacco; and thirdly, next-generation products. The dynamics and the drivers for each of these product categories are different, and stronger focus aims to reflect the uniqueness of each of them, whether from a product, consumer, production, or distribution point of view.
Another example of simplifying everything we do is the transformation from the group's multiple ERP systems into one global system. We have, as mentioned this before, and we are now implementing the second wave in our European business and our way to complete the full rollout expectedly by the end of 2026. When fully implemented, we expect to reduce operating costs and improve speed and efficiency in our end-to-end global processes. Let me now turn to another important focus point in our strategy, growing our handmade cigar business. Growing our handmade cigar business is an important lever for us to deliver on our strategy. As mentioned, the dynamics in this category are unique, and we will now show you a short video which will demonstrate the uniqueness of the category. The reference, the video is not part of the formal report, just for formality purposes mentioned.
Please join us for the next three to five minutes.
Planting. Take time to enjoy a moment. Consider its origins. Some moments begin at the source. From seed to cigar, these moments are created by hand, with patience and knowledge. Every seed has great potential. Our role is to realize it. Every moment of growth, every hour of sun, shade, and supervision is stored in the leaf as a memory. Every plant has a journey, every crop a vintage. Only the finest foliage will be destined to deliver a moment of enjoyment. Rolling. Years of careful upbringing and meticulous attention are placed in the skilled hands of rollers and transformed into cigars. Enjoyment caters to more than the eye. Draw and flavor must be perfect. Filler tobacco is central to the cigar, held in place by a binder before fitted with the finest leaf, the wrapper.
Its fate is sealed with a cap. The cigar is a complex creation crafted with tradition and care. Bands and boxes. The band is like a signature chosen to reveal an identity and create expectations. Cigars are encased in tubes, tins, wood. Like cigars themselves, their containers are harvested in nature. Cedar wood preserves humidity, and logs are slowly dried before they are manipulated, painted, and decorated into cigar boxes. Cigars are contained in ornate environments to preserve their story. Legado is a very important project. We're going to use the best tobacco. We're going to use the best hands. Legado means tradition, consistency, passion. It means love. Legado is legacy. It's a way to show what we are capable of doing. It's going to be a figurado shape, very difficult to produce. It's both a challenge and an honor.
That's why we need to select the best rollers and buncher. We are taking into consideration their hard work, their passion, their craftsmanship that they put in every cigar.
Hacer cigarro para la Gloria Cubana, para mí y mi familia, ha significado mucho. En esos 20 años, pues he logrado muchas cosas aquí. It's confirming the importance of the tobacco, borroso de people. They are important. They are so important. They are family. And this brand has been part of their life. Más que un sello, somos una familia. Porque todos somos Gloria Cubana. Years of years working, learning and learning and learning and learning. And now they make perfect cigars every time. We make the cigar with proud, with passion, and we are committed to quality. Treating the tobacco like the most precious jewelry in the world. Pero esto es una buena fumada. It will represent us for the most demanding consumers. We are telling the world that La Gloria Cubana is doing things right. Here we are. This is what we can make. Enjoy it.
I hope you enjoyed it. Producing handmade cigars, as you have witnessed now, is almost an art. The crafting involves an endless number of small processes where the tobacco leaves switch hands over and over again. In this video you have watched, we feature our factory in the Dominican Republic and show only a few steps among the handmade cigar journey. Back to the importance of growing the handmade cigar business. Our handmade cigars are individually crafted at our sites in three of the most important and significant growing tobacco areas of cigars, namely the Dominican Republic, Honduras, and Nicaragua. Our wide brand portfolio makes us a leading player in the fragmented U.S. market and a growing player outside the U.S. Our cigars are sold to consumers through all relevant trade channels from online platforms to tobacconist retailers.
We opened the first real retail superstore in Hamburg, Pennsylvania, and today we operate 13 of these superstores in the states of Pennsylvania, Texas, Florida, and Tennessee. These superstores are important touchpoints for new and existing consumers to engage in the category and to have a good time with others sharing the same passion for cigars. We aim to continue to increase consumer engagement to the handmade cigar category and to strengthen our position in the category and plan to open two more stores this year. I will now talk to our investments in strengthening our platform for future growth. We need a strong core tobacco business, and that remains our main focus. However, we are also investing in long-term sustainable growth opportunities, which are an important pillar for the success of our strategy.
Whether these investments are realized through acquisitions of companies or through growth enablers, they must deliver attractive returns over time. We have currently identified three growth enablers: international sales of handmade cigars. That means sales outside the U.S. Secondly, our retail superstores in the U.S. Finally, next-generation products where we focus on nicotine pouches. During 2024, we made good progress with our growth enablers, and they continue to deliver good growth and account for about 10% of group net sales. We expect this share of group net sales to increase further in the years ahead. Last summer, we announced the acquisition of the pipe tobacco and fine cut tobacco company, Mac Baren, that many of us know. The transaction was valued at DKK 535 million. Mac Baren has added scale and cements our position as a global leader in pipe tobacco.
When fully integrated by the end of the year, we expect to deliver synergies in the level of DKK 150 million and to deliver return on investment well above our group average. This kind of transition acquisitions are good examples in how we can create value through our M&A agenda. Let me also give you a short update on our sustainability agenda, Rolling Responsibly, where we have made significant progress during the past year. Our annual report is now fully compliant with the EU Corporate Sustainability Reporting Directive, and we are proud of the progress we are making with our climate-related actions and by being a community pioneer. In the extended annual report, you will find many details of our achievements within environment, social, and governance, which we have worked hard on over the past few years. Today, I will only mention two of the group.
Today, I will only mention two. The group has reduced its scope one and scope two emissions by 8% in the past year compared to the year before. Since the baseline was set in 2020, the reduction equals 25%. Additionally, we have during the year set the best baseline for our scope three emissions. We have submitted our targets for these emissions to the well-recognized Science-Based Target Initiative, also mentioned SBTI. The approval, which we achieved in 2024 from SBTI, was another important milestone in our sustainability agenda. This brings me to the composition of the board of directors and the management remuneration. All members of the board of directors elected at the general meeting are elected for one year at a time. Consequently, all shareholder-elected board members are up for re-election.
The board of directors proposes a re-election of the following board members beyond me, namely Diana Blixt, Marlene Forsell, Jørg Biebernik, and Anders Obel. Henrik Amsing has informed the board that he wishes to retire from the board of directors. Our three employee-elected board members, which were elected for a four-year period, as described by the law, are Mark Draper, Thomas Thompson, and Carsten Larsen. I would like to take the opportunity to thank Henrik Amsing for his valuable contribution to our work and collaboration during the past years, and in particular in regard to our ERP systems process implementation, Henrik. The board of directors proposes Ricardo Oberlander as a new board member. Ricardo holds considerable insight into our core markets and has held a number of international leadership positions in large tobacco companies. Further, Ricardo has experience within strategic business development, sales and marketing, as well as technology and innovation.
The board of directors annually carries out an evaluation of its own work and performance and in collaboration with the executive and each collaboration with the executive management. In compliance with the Danish recommendation for corporate governance, I would also wish to inform you about the self-assessment made by the board of directors in 2024. The board evaluation was carried out with the assistance from an external consultant. The overall conclusion of the evaluation was that the cooperation within the board and its cooperation with the executive board are functioning well and that there is a good alignment, which most business-related and strategic topics the board of directors and the executive management should focus on. This brings me to the remuneration of the board of directors and management.
It is proposed that all fees for the board of directors and the various committees remain unchanged from 2024, with a base annual fee of DKK 440,000. The company's remuneration policy states that the intention that the executive management is rewarded appropriately for achieving central, short, and long-term business goals, and that the remuneration shall incentivize executive management to manage and grow the company to ensure its continued sustainability and in a way which aligns with shareholders' interest. The remuneration package for our executive management, namely our CEO and CFO, consists of a flat base salary and both short and long-term incentive programs. For the year of 2024, the total remuneration for the executive management amounted to DKK 29.6 million. This includes a final tranche paid to the CEO in compensation for a legacy early retirement scheme abolished in 2016 at the time of the IPO.
In the remuneration report, we have provided detailed information about the remuneration of the executive management and the board of directors. It also contained comparison numbers to prior years. The remuneration of the executive management and the board of directors in 2024 was in accordance with the remuneration policy. We further believe that the remuneration of the executive management fairly reflects the results achieved by the company. Let me finish the report by addressing the outlook and the financial expectations for 2024. With macroeconomic and geopolitical development, as well as weaker consumer sentiment in the U.S., we consider the uncertainties for our business as higher than normal. These uncertainties may impact our assumptions for volume and price development for our product categories. It may impact our cost inflation and supply chain stability.
However, let me emphasize our financial position is solid, and we remain committed to strengthen our platform and pursue our strategy also in 2025. This is important for further growth, although it may temporarily impact profit margins, cash flow, and return on invested capital. We will continue to prioritize actions that will strengthen our company and our market positions in the long term, also sometimes at the cost of near-term profitability. The expectation for the group reported net sales is in the range of DKK 9.2 billion-DKK 9.7 billion. Reported net sales will be positively impacted by the full inclusion of the Mac Baren business and the continued growth in product categories, handmade cigars, and next-generation products. The range for the expectation to the EBITDA margin of 2020 to 2023 is wider than what we have normally done, reflecting the before-mentioned uncertainties to our base assumptions.
Continued investment in both growth enablers and in turning our machine-rolled cigar business around will impact margins negatively, but they are somewhat compensated by Mac Baren synergies. Despite the continued investment in strengthening the position for the growth enablers, we expect profitability from each of them to improve compared to 2024. Nicotine pouches, we expect to be EBITDA to be close to break-even on an EBITDA basis. Free cash flow before acquisition is expected in the range of DKK 800 million-DKK 1.1 billion, and the adjusted earnings per share is expected in the range of DKK 11-DKK 14 per share. Let me also address the shareholder return policy, which remains unchanged. We recognize the importance of the ordinary dividend to many shareholders. Therefore, the ambition is still to deliver an annual growth in the ordinary dividend payment per share.
Based on the proposal for the ordinary dividend of DKK 8.5, an increase compared to the dividend of 2023. As previously mentioned, we have for now, in nine years in a row, increased the annual dividend per share. We are committed to deliver on our shareholder return policy. During the past five years, we have returned DKK 6 billion to our shareholders, either as dividend or through share buybacks. However, let me also remind you that when determining excess capital to shareholders, we do prioritize investing in the growth of our company if these investments can meet our investment criteria. The Mac Baren acquisition and the investments in our retail superstores are such examples where the return on investment in these investments, in our view, delivers better value for our shareholders than any share repurchase program can do.
This marks the end of my report. On behalf of Scandinavian Tobacco Group's board of directors, the executive management, and all employees, I would like to thank our shareholders, business partners, customers, and consumers for the interest and the trust they have shown our company in the past year. Let me finish by again thanking and congratulating employees and management on the solid results and the job well done. I would also like to thank my colleagues on the board of directors for their constructive collaboration and positive contribution during the year. Thank you.
The report is not subject to any voting among the shareholders. However, I ask whether there is anyone who wants to take the floor and have questions or comments.
Yes, if you come up here. There is the possibility, there is a step here, otherwise you have to, I have found out, lift your leg very high. You can just say your name yourself.
Thank you. My name is Klaus Jørgen Sørensen. I thank the Chairman for a comprehensive report. I would like to ask a bit about the sales in the U.S., which I understand make up about one third of the total sales. There are a lot of things happening over there with tariffs being imposed on various countries. There was of course mention that there was some uncertainty, and we are of course in complete agreement about that. I would like to get a bit more information about the U.S. market. Is it the case that the sales over there are all finished products that are imported, or is there any production taking place in the U.S.?
If it is all something that is imported, is it subject to customs duties? I saw in the video that there is production in, was it Honduras and Nicaragua, and that raw materials come from Indonesia, I think it was. There were a lot of new customs rates introduced recently, and I am not quite sure about those rates. If, for example, there is a customs duty of 20%, I am thinking that the company has considered whether it is possible to pass that extra cost on to the retail prices for U.S. consumers, and to what extent it will affect sales in the U.S. in 2025, because I think that is interesting to know as a shareholder. It is really a question of whether we could get a bit more insight into the U.S. market. Thank you for the floor.
Thank you Klaus Jørgen Sørensen. I will just try to summarize your question. The question really relates to the nature of our U.S. business and the exposure to tariffs that has been implemented by the U.S. I would like to say, first of all, it is too early to say anything about the potential impact of the applied tariffs. Our U.S. business is about 45% of our total turnover, more than a third that you mentioned. We are focusing on understanding the facts and following the situation closely. I think the situation is fluid at the moment. We do not know what the countermeasures might be, but let us see. We are following it closely. I would also like to add that all our competitors are like we have production outside the U.S. None of our competitors have production within the U.S.
We are all on the same sort of playing field. Having said what I said, I would also like to mention it's our ambition in general to fully mitigate the impact from tariffs. That means the consumers will have to pay for it. It's still early days. We do have a full overview of the impacts of the tariffs, but our aim, as mentioned, is to fully mitigate the impacts, of course, always subject to the competitive situation. I hope this answers your question.
Thank you. Other questions? Seems not to be the case. Thank you very much for the question. I think, or I will conclude that the general meeting has taken note of the chair's report.
Otherwise, I will consider the proposal likewise approved by the general meeting. Thank you. Item four, that is presentation of the company's remuneration report for an advisory vote. The chair presented the remuneration report as part of item one of the agenda and will not go through it any further. The report can also be found on STG's website. The board statement is set out on page 15 of the report and confirms that the board of directors has considered and adopted the remuneration report and that it complies with the requirements in the Danish Companies Act and is consistent with the company's remuneration policy.
The auditor statement is set out on page 16 of the report and confirms that the auditors have found no reason to point out any omissions with respect to the disclosures included in the remuneration report. As said, the report is subject to an advisory vote. Formanden præsenterede vederlagsrapporten for 2024 under dagsordenspunkt 1 og gennemgås derfor ikke yderligere. Rapporten indeholder de lovpligtige erklæringer, der skal være fra bestyrelse henholdsvis revisor. I ask whether there are any questions or comments to the remuneration report. Der spørgsmål eller kommentarer? Seems not to be the case. I hope I can therefore say that the remuneration report for 2024 has been approved in the advisory vote by the general meeting. Ja, tak. Item five, remuneration for the board of directors and board committees for 2025. Det vederlag til bestyrelsen inklusive kommenterer for indeværende regnskabsår, altså 2024.
You have the proposal presented by the board behind me. It is unchanged compared to 2025, and I'll just run through it. There is a base fee for ordinary members of the board of directors received DKK 440,000. The chair of the board receives three times the base fee, and the vice chair receives two times the base fee. The chair of the audit committee receives a fee corresponding to 75% of the base fee, and other members of the audit committee receive a fee corresponding to 37.5%. The chair of each of the remuneration committee and nomination committee receive a fee corresponding to 50% of the base fee, and other members of those committees receive a fee corresponding to 25%.
It should be noted that the fees for the chair and members of the committees are in addition to their fees as chair, vice chair, or member of the board of directors. In addition, the company may, in accordance with the company's remuneration policy, pay social contributions and similar fees that may be charged by foreign authorities in relation to fees paid to members of the board of directors. In addition to that, payment may also be made in respect of travel expenses, etc. Tak. Item six, that's proposals from board of directors and the shareholders. No proposal has been submitted by any of the shareholders. The board has made four proposals. If we change slide, namely reduction of the company's share capital, extension of authorization for the board to issue new shares, C is extension of another authorization to the board, namely to acquire own shares, and D is deletion of age limit for the candidates for the board of directors. Let's take them one by one. A, thank you. The board of directors proposes that the share capital is reduced. In November 2023, the company announced a share buyback program with the purpose to adjust the company's capital structure and meet obligations under the group's share-based incentive program.
The buyback program ended in November 2024, and it is proposed that some of the treasury shares acquired are now canceled, resulting in the share capital being reduced by nominally DKK 6 million. After the reduction, the nominal value of the company's share capital will be DKK 80 million. According to the practice of the Danish Business Authority, cancellation of part of treasury shares is comparable to a capital reduction. Therefore, before implementing the proposal, if it's adopted, the company's creditors will be requested to file any claims they may have against the company within a period of four weeks. If no claims are raised, the capital reduction will be implemented thereafter. If approved, you have on my left, your right, how the article 3.1 will look, namely that the company's share capital is nominally DKK 80 million divided into shares of DKK 1 each or multiple thereof. Can I then consider the proposal approved by the general meeting? Thank you. 6B is a proposal to extend the authorization to the board of directors to increase the share capital without preemptive subscription rights for the existing shareholders. The proposal or the current provisions are set out in article 5.1 and 5.2. However, they expired those authorizations on 26 March 2025.
It is basically proposed that the authorizations are extended for a period of five years from today's date, i.e., until 9 April 2030. You have the revised wording up there. I can confirm that there are no other changes in substance to the authorizations currently included in the articles of association.
Seems not to be the case. Can I consider the proposal approved by the general meeting? Similar to what we just had, the current authorization sits in article 6.1 of the articles of association, and that authorization expired on 26 March 2025. It is again proposed to prolong without any other changes the authorization to the board to acquire, to buy back or acquire own shares for five years until 9 April 2030.
Seems not to be the case. Can I consider the proposal approved by the general meeting? Yes, thank you. Finally, 6D, that's deletion of age limits for candidates for the board of directors. It is set out in, currently set out in article 11.1. The board finds that age should not itself disqualify an otherwise qualified person from serving on the board of directors and notes that the Danish recommendation on good governance does not contain any recommendation with regard to the age of the directors.
As a result, the board of directors proposes that article 11.1 be amended by deleting the words "any persons that as of the date of the general meeting is 70 years or more cannot be elected to the board of directors." Meaning that the revised wording will s . Are th ay, as set out behind me, that the company is managed by a board of directors consisting of 6- 10 directors elected by the general meeting to hold office until the next annual general meeting any questions or comments?
Seems not to be the case. Can I conclude that also this proposal is adopted by the general meeting? Thank you. Item seven, election of members of the board of directors. Valg af bestyrelsesmedlemmer næste punkt. All members of the board of directors elected by the general meeting are up for re-election. As already noted by Henrik, the Chair, Henrik Amsing has decided not to stand for re-election. The board of directors proposes re-election of the remaining current members of the board of directors elected by the general meeting, namely Henrik Brandt, Jørg Biebernik, Diana Blixt, Marlene Forsell, and Anders Obel. The board further proposes election of Ricardo Oberlander. Henrik Amsing, Henrik Brandt, Jørg Biebernik, Diana Blixt, Marlene Forsell og Anders Obel og nyvalg af Ricardo Oberlander. I just need, yeah, yeah, okay. By acclamation.
I just wanted to ask whether there are any other proposals. Okay, now you can give them a hand if you want, in appreciation. Let's see whether we can also have, you know, cheer up for the next point, that's election of auditors. As always, the very exciting part. The board of directors proposes to re-elect PricewaterhouseCoopers as auditor of the company in accordance with the audit committee's recommendation. It is further proposed to elect PricewaterhouseCoopers to provide statement of assurance on the content of the sustainability reporting in the management statement in the annual report for the financial year 2025 . I need to ask whether there are other proposals .
Can I then consider the proposal approved by the general meeting? Yes. Good, thank you. Now we come to item nine on the agenda. Any other business? As you know, we cannot make or we cannot adopt anything on this yet, but if anyone would like to take the stage for a comment or a question, it was very much tobacco seller, how much does Harald Halberg's Mac Baren make up out of the total pipe tobacco?
The question relates to the Mac Baren acquisition in terms of that there was a claimed deficit in the business and how big the pipe tobacco is as a share of the total pipe tobacco business of Scandinavian Tobacco Group. I can say that the price we paid for Mac Baren and the due diligence we did on the acquisition was, and what we have seen subsequently is in accordance with our forecast and analysis prior to signing the documents, and we are excited about the opportunities to integrate and harvest the synergies of Mac Baren into the Scandinavian Tobacco Group.
It goes without saying that there are a lot of complexities in that business that also we have also pre-acquisition also decided that certain of the products we will stop because there are many overlapping products in the portfolio. To your second question, the pipe tobacco, this is a fine cut on pipe tobacco business, and we have a, with the addition of Mac Baren's pipe tobacco, we have strengthened our position in pipe tobacco. We are the worldwide leader in pipe tobacco, a category that unfortunately is declining, so there was a need for a consolidation, but we feel confident that we will take the business positively forward. Seems not to be the case. Thank you for the question. The question was twofold. One question was, where do we produce, and how much do we produce in each and every location? The second relates to the, excuse me? Only country, because of the tall, something terrace. Yeah, where do we produce, which countries, and how much do we produce in each and every country?
The second question was not really a question, it was an urge to go out and buy shares, share buyback. To the first question, we do produce across Central America in Nicaragua, Honduras, Dominican Republic. We produce in Europe, in Belgium. We produce in Sri Lanka and Indonesia. We produce quite across the world, but the most important part that is subject to tariffs is, of course, the handmade cigar business. That is where we are mostly exposed, and this is production that takes place in Dominican Republic, Honduras, and Nicaragua, as I mentioned earlier. We have never announced how much we produce in each and every country, but when we talk tariffs, the most exposed, if you will call it like this, it is, of course, the handmade cigar business that is produced in Central America.
All our competitors are also outside the U.S., so it's the same level playing field, so we feel we are equal with our competitors in this respect. Now, with respect to the share buyback, as you probably will have noticed from the annual report, our leverage, our so-called debt leverage, how much debt do we have compared to what we earn? This is what we call our earnings, EBITDA, compared to the debt we have, the net debt we have. It's around two and a half times. This is what we say this is where we would like sort of it to be max, and we expect this to be more or less on the same level as we go out of the year. The reason for it being two and a half is because of the acquisition of Mac Baren.
At this stage, we are content where we are, but of course, we will always consider in principle share buybacks. As we have forecasted for the year, the cash flow, it is evidence that the leverage at the end of the year will be more or less the same. We never comment really on when we initiate share buyback, but I think the reader can conclude from all the prognosis that we have given whether there will be a share buyback or not. I hope this answers your question. [Foreign language]
Henrik, you can get the floor.
Thank you, Christian, for chairing the meeting once again. On behalf of the board of directors, I would like to thank those of you shareholders who have attended the meeting, whether virtually or physically. For those present in the room here, there will now be time for a small break. Not break, but there will be time for a snack and a drink in the room next door and a chat. For those who are participating virtually, I would like to say thank you and goodbye, and I hope to see you next year. Thank you.