Announcement from annual general meeting in NCAB Group AB (publ) on 3 May 2022
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Large Cap Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
NCAB Group AB (publ) (the "Company") held its annual general meeting on 3 May 2022 where mainly the following resolutions were adopted.
At the annual general meeting, the presented profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet were adopted. In accordance with the proposal of the board of directors, the meeting resolved on a dividend to be paid to the shareholders for the financial year 2021 of SEK 0.60 per share to be paid with 50 per cent (corresponding to SEK 0.30) during May 2022 and the remaining 50 per cent (corresponding to SEK 0.30) to be paid in October 2022. The remaining result is proposed to be carried forward. The annual general meeting resolved that the record date shall be 5 May 2022 and 3 October 2022. The board of directors and the managing directors were discharged from liability for the fiscal year 2021.
The meeting resolved that remuneration of in total SEK 3,725,000 to be allocated with SEK 700,000 to the chairman of the board and SEK 350,000 to the directors of the board with a major shareholding who are not employees of the group and SEK 525,000 to other directors of the board who are not employees of the group. Further, SEK 175,000 shall be allocated to the chairman of the audit committee and SEK 75,000 to each of the members of the audit committee who are not employees of the group and SEK 25,000 to each of the members of the remuneration committee who are not employees of the group.
The meeting resolved that remuneration to the auditors shall be paid according to approved account.
The meeting resolved, in accordance with the nomination committee's proposal, to re-elect Christian Salamon, Peter Kruk, Per Hesselmark, Jan-Olof Dahlén, Magdalena Persson, Hans Ramel, Gunilla Rudebjer and Hans Ståhl as directors of the board for the time until the next annual general meeting has been held. Christian Salamon was re-elected chairman of the board of directors. The auditing firm Öhrlings PricewaterhouseCoopers AB was re-elected as the Company's auditor, and has notified the Company that Johan Engstam will be appointed as auditor in charge.
The meeting adopted, in accordance with the proposal of the nomination committee, new guidelines regarding the appointment of nomination committee.
The meeting resolved, in accordance with the proposal of the board of directors, to authorise the board of directors to, until the next annual general meeting, with or without deviation from the shareholders' preferential rights, on one or several occasions resolve to issue new shares. The increase of the share capital may – where it entails a deviation from the shareholders' preferential rights – correspond to a dilution of a maximum of 10 percent of the share capital at the time of the first use of the authorization. Payment shall be made in cash, by set-off or with capital contributed in kind (Sw. apport). The authorization shall primarily be used for the purpose of acquisitions or financing.
The meeting resolved, in accordance with the proposal of the board of directors, to amend § 2 of the articles of association, whereby the board of director's registered office is changed from the municipality of Stockholm to the municipality of Sundbyberg.
The meeting resolved to implement a long-term incentive program ("LTIP 2022/2025") in accordance with the proposal of the board of directors. Participation in LTIP 2022/2025 presupposes that the participants with their own funds acquire shares in the Company ("Investment Shares") at market price. If the Investment Shares are retained until 31 May 2025 (the "Savings Period") and the participant remains in the employment in the group throughout the Savings Period, then each Investment Share entitles the holder to acquire up to four shares in the Company ("Performance Shares") at a price corresponding to 70 percent of the volume-weighted average price of completed transactions in the Company's shares during the period from and including 5 May 2022 up to and including 17 May 2022 on Nasdaq Stockholm. In order to secure that the transfer of shares can take place within the framework of the long-term incentive program, the meeting resolved on a directed issue of 776,000 warrants, approval of the subsidiary's transfer of warrants to key-employees, authorization for the board of directors to resolve on acquisition of treasury shares and resolution on transfer of treasury shares.
The meeting approved the board’s proposal regarding remuneration report.