Bifogade filer
Annual General Meeting in NIBE Industrier AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Large Cap Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
The Annual General Meeting of NIBE Industrier AB (publ) was held on Thursday 15 May 2025 in NIBE's "Nya Beredarfabrik", Markaryd, Sweden.
Dividend payment
The Annual General Meeting resolved in accordance with the board's proposal that a dividend of 0.30 SEK per share be paid. The record date for the dividend is 19 May 2025.
Members of the board of directors
Hans Linnarson, James Ahrgren, Camilla Ekdahl, Eva Karlsson, Gerteric Lindquist, Anders Pålsson and Eva Thunholm were re-elected as board members. Hans Linnarson was re-elected as chairman of the board.
Auditors
The accounting firm KPMG AB was elected as auditor for the period until the end of the Annual General Meeting 2026 and appointed authorised public accountant Jonas Nihlberg as auditor in charge.
Adoption of the income statement and balance sheet and discharge from liability
The Annual General Meeting adopted the company's and the group's income statements and balance sheets and discharged the board members and the CEO from liability for the financial year 2024.
Fees to the board of directors and the auditor
The meeting resolved on fees to the board of directors and the auditor as follows:
Fees to the board of directors are paid with a total of 3,640,000 SEK, of which 1,040,000 SEK to the chairman and 520,000 SEK to each one of the other board members elected by the general meeting, who are not employed in the group.
The meeting further resolved that the chairman of the Remuneration Committee shall receive 110,000 SEK and that each member of the Remuneration Committee shall receive 70,000 SEK, that the chairman of the Audit Committee shall receive 250,000 SEK and that each member of the Audit Committee shall receive 125,000 SEK. The total remuneration for committee work amounts to 555,000 SEK.
Audit fees are paid in accordance with approved invoices.
Nomination Committee Instruction and election of members of the Nomination Committee
The meeting decided to adopt the following Instruction for the Nomination Committee:
Nomination Committee Instruction for NIBE Industrier AB (publ)
The company shall have a Nomination Committee which shall consist of six members including a chairman. The members shall represent the largest shareholders in terms of votes as well as institutional shareholders. The chairman of the board of NIBE Industrier may also be a member of the Nomination Committee but not be the chairman.
The members of the Nomination Committee, including its chairman, are elected by the Annual General Meeting.
The Nomination Committee shall submit proposals for chairman of the Annual General Meeting, board of directors for the coming financial year, chairman of the board of directors, auditor, board fees divided between the chairman and other members, as well as remuneration for committee work, fees to the company's auditor, members and chairman of the Nomination Committee for the next Annual General Meeting and any changes to the Instruction for the Nomination Committee. In performing its duties, the Nomination Committee shall otherwise fulfil the tasks that rest upon the Nomination Committee under the Corporate Governance Code.
In the event that a member leaves the Nomination Committee before its work is completed, a new member appointed by the same shareholder may replace him or her. In the event that a shareholder who has appointed a member of the Nomination Committee significantly reduces its shareholding in the company, such member may resign and, if the Nomination Committee deems it appropriate, the shareholder next in line in terms of size may be given the opportunity to appoint a new member. Changes in the composition of the Nomination Committee shall be published in the usual order.
No remuneration shall be paid to the members of the Nomination Committee. Any necessary expenses for the work of the Nomination Committee shall be borne by the company.
Nomination Committee for the 2026 Annual General Meeting
Mikael Ekdahl (representing the Schörling family and their companies), Henrik Norén (representing Leif Gustavsson and Gerteric Lindquist), Mikael Hjelm (representing Bengt Hjelm), Fredrik Andersson (representing Harry Andersson), Daniel Kristiansson (representing Alecta Tjänstepension) and Hans Linnarson (chairman of the board of NIBE Industrier AB) were elected as members of the Nomination Committee for the 2026 Annual General Meeting. Mikael Ekdahl was elected chairman of the Nomination Committee.
Authorisation to the board of directors to resolve on new issue of shares in connection with company acquisitions
The Annual General Meeting resolved to authorise the board of directors of NIBE Industrier AB to, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, resolve on a new issue of shares of class B in the company. The issue may only be made to finance acquisitions of companies, part of companies or businesses. The authorisation does not include a right for the board of directors to decide on cash issues with deviation from the shareholders' preferential rights. The authorisation shall be limited to a total issue of shares corresponding to a maximum of 10% of the total number of outstanding shares at the time of the Annual General Meeting.
The board of directors’ proposal for guidelines for remuneration and other terms of employment for senior executives
The Annual General Meeting resolved in accordance with the board of directors’ proposal that senior executives shall be able to have a variable salary part as an incentive that is paid if set goals are met. The variable salary part shall be limited to four months’ salary. In addition, an extra month’s salary may be paid as remuneration, provided that the senior executive uses this extra remuneration and an additional month’s salary of his/her variable remuneration for acquisition of NIBE-shares. A condition for the extra remuneration is that the senior executive keeps the annually acquired NIBE-shares for at least three years. Normally, the senior executives' acquisition of NIBE-shares will take place once a year in February/March, by applying the applicable rules against market abuse. The CEO shall not be subject to any incentive program. The board of directors may deviate from the guidelines if there are special reasons for doing so in an individual case.