Annual General Meeting of OEM International AB (publ), April 23, 2024
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
At the Annual General Meeting of OEM International AB (publ) and the subsequent constitutive board meeting, the following was decided, among other;
Share dividend
The Annual General Meeting decided, according to the board's proposal, to pay a dividend of SEK 1.75 per share and to set the record date as Thursday, April 25, 2024.
Remuneration
The Annual General Meeting decided on remuneration to the board that amounts to a total of SEK 2,000,000, of which SEK 500,000 to the chairman of the board and SEK 250,000 to the other members. Remuneration for assignments as chairman of the audit committee is SEK 60,000. No other compensation for committee work is paid. The auditor's fee is paid according to approved invoices.
Board members
Ulf Barkman, Mattias Franzén, Richard Pantzar, Jörgen Rosengren, Petter Stillström, Per Svenberg and Åsa Söderström Winberg were re-elected as board members.
Chairman of the Board
Petter Stillström was re-elected chairman of the board.
Audit- and remuneration committee
At the constituent board meeting, Ulf Barkman, chairman, and Petter Stillström were appointed to form the company's audit committee.
Chairman of the board Petter Stillström and Ulf Barkman were appointed to form the company's remuneration committee.
Auditor
The auditing firm Öhrlings PricewaterhouseCoopers AB was re-elected as auditor until the next annual general meeting, with Frida Wengbrand as responsible auditor.
Nomination committee
The nomination committee shall consist of a representative for each of the at least three and at most four largest shareholders in the company, together with the chairman of the board, if he is not a member in the capacity of owner representative. If shareholders do not exercise their right to appoint a member, the next largest shareholder in terms of number of votes shall have the right to appoint a member of the nomination committee. The names of the members, together with the names of the shareholders they represent, must be published no later than six months before the 2025 Annual General Meeting and are based on the known vote numbers immediately before publication. The nomination committee's term of office shall extend until a new nomination committee is appointed. The chairman of the nomination committee shall be the chairman of the board.
Authorisation new issue
The board was authorised to issue a maximum of 7,000,000 B shares in connection with possible company acquisitions.
Authorisation and decision on acquisition of own shares
The board was authorised to acquire up to a maximum of 10% of the company's shares by purchase on NASDAQ Stockholm, and if the board deems it appropriate, to sell all or parts of the purchased shares via NASDAQ Stockholm, or alternatively to use purchased shares as liquid in the event of a company acquisition. Acquisition and transfer of shares must take place at a price within the price range registered on the stock exchange at any given time. The authorisation shall be considered valid until the next annual general meeting. The motive for the buyback is to change the company's capital structure so that the conditions for increasing the return on equity are improved.
The board of OEM International AB decided at the subsequent constitutive board meeting to use the authorisation the board received from the Annual General Meeting and buy back shares.
OEM International AB holds 371,082 series B shares as of the date of the general meeting, which constitute 0.3 percent of the issued shares and 0.1 percent of the number of votes. The total number of shares in OEM International AB, including the company's holdings, amounts to 139,015,854.
Decision on the issuance of call options on repurchased shares and the transfer of repurchased shares to management personnel
The Annual General Meeting decided to, in accordance with the board's proposal, adopt a long-term incentive program covering approximately 60 management personnel in the OEM group. The decision means that the company, deviating from the shareholders' preferential right, offers the option holders to acquire up to 200,000 of the company's repurchased series B shares. These give the right to acquire the corresponding number of shares during the period from and including March 1, 2027 to and including June 15, 2027, which corresponds to approximately 0.14 percent of the total number of shares and approximately 0.05 percent of the total number of votes in the company. The purchase price for the shares upon exercise of the option must correspond to 120 percent of the volume-weighted average of the price paid for the company's series B shares during the period from and including May 6, 2024 to and including May 17, 2024. The company has a right to buy back the call options from the holder if the option holder does not wish to use all acquired purchase options and reports this to the company. Acquisition of options must take place at a price which at any time corresponds to the market value, as highest.
Next report
Interim report January-June 2024 will be released on 12 July 2024 at 11.00.
Tranås den 23 april 2024
OEM International AB (publ)