May 3, 2018
Annual General Meeting 2018 in Lindab International AB (publ)
3 May 2018
At the Annual General Meeting in Lindab International AB (publ) held today at Hotel Skansen in Båstad, Sweden, the following resolutions were taken. The Meeting resolved in accordance with the proposals of the Board and the Nomination Committee.
Election of Board of Directors
The Meeting resolved to re-elect as members of the Board Peter Nilsson, Viveka Ekberg, Sonat Burman-Olsson, Anette Frumerie, John Hedberg, Per Bertland and Bent Johannesson. Peter Nilsson was re-elected as Chairman of the Board.
Election of Auditor
The Meeting resolved to re-elect the audit firm Deloitte AB as the Company's auditor for the period until the end of the next Annual General Meeting.
Adoption of the Income Statement and the Balance Sheet and resolution regarding discharge from liability
The 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 2017.
In accordance with the Board's proposal, the Meeting resolved on a dividend of 1.55 SEK per share and that the record date for the right to dividend shall be 7 May 2018.
Authorisation for the Board to resolve on transfer of treasury shares
The Meeting authorised the Board to resolve on transfer of treasury shares on one or several occasions during the period up to the Annual General Meeting. Transfer may be made of maximum the number of shares held by the company at the time of the Board's resolution on transfer. Transfer may take place with deviation from the shareholders' preferential rights at Nasdaq Stockholm as well as to a third party in connection with the acquisition of a company or business. Payment for shares transferred shall be made in cash, by contribution in kind or by set-off. Transfer in connection with the acquisition of a company may take place at a market value appraised by the Board. The purpose of the authorisation is to finance acquisitions by utilisation of the company's treasury shares.
Fees to the Board, the Auditor and the Board's committees
The Meeting resolved the fees to the Board as follows: The fee to the Chairman of the Board shall amount to SEK 685,000 and the fee to each of the other Board members elected by the Annual General Meeting shall amount to SEK 313,000. The fee to each of the ordinary employee representatives shall amount to SEK 26,000. The total fee for the ordinary work of the Board amounts to SEK 2,615,000.
The Meeting resolved that the fees to the Board's committees shall be as follows:
The Chairman of the Audit Committee shall receive a fee of SEK 102,000 and each of the other members shall receive a fee of SEK 51,000. The Chairman of the Remuneration Committee shall receive a fee of SEK 61,000 and each of the other members shall receive a fee of SEK 31,000. The total fee for the services of the Audit Committee and the Remuneration Committee shall not exceed SEK 296,000.
The Meeting resolved that the Auditor's fee shall be paid in accordance with approved account.
The Meeting resolved on a procedure for the Nomination Committee meaning that the three largest shareholders shall each nominate a member to the Nomination Committee. In addition, the Chairman of the Board shall be a member of the Nomination Committee.
Guidelines for remuneration to senior executives
The Meeting resolved on guidelines for remuneration to senior executives in accordance with the Board's proposal. The remuneration shall comprise fixed salary, short and long-term cash based variable remuneration, pension and other benefits. For the CEO, the short-term cash based variable remuneration may not exceed 50 per cent of the fixed salary and the long-term cash based variable remuneration may not exceed 70 per cent of the fixed salary. For other senior executives, the short-term and long-term cash based variable remuneration may not exceed 40 per cent of the fixed salary. The long-term cash based variable remuneration shall generally be based on the fulfillment of performance targets during a three-year measurement period. It is expected that any outcome of long-term cash based variable remuneration be invested by the senior executive in shares or share related instruments in the company.
The company shall apply defined premium-based pension schemes. Senior executives who are not covered by the ITP-plan shall receive pension premiums, which, on an annual basis, shall not amount to more than 30 per cent of the annual fixed salary.
Senior executives whose employment are terminated at the initiative of the company have a notice period of not more than 12 months. No severance payment shall be paid. The notice period is generally six months if the employment is terminated at the initiative of the employee.
Warrant plan for senior executives
The Meeting resolved to introduce a warrant plan for senior executives in the Lindab Group through a directed issue of maximum 140,000 subscription warrants. The right to subscribe for the warrants shall be granted to a wholly-owned subsidiary of Lindab for subsequent transfers to senior executives in Lindab at market price.
Each warrant shall entitle to subscription of one (1) share in Lindab. The exercise price will be 119 per cent of the average of the, for each trading day during the period 4 May-25 May 2018, calculated average volume-weighted price paid for Lindab's share on Nasdaq Stockholm. Subscription for shares in Lindab by exercise of warrants may be made from and including the day after Lindab publishes the interim report for the period 1 January-30 June 2021 until and including 31 August 2021. The proposed issue of subscription warrants entails a dilution of maximum approximately 0.18% in relation to the number of shares in the company.
The objective of the plan, and the reason for deviating from the shareholders' preferential rights, is to strengthen the link between the work of senior executives and created shareholder value. By that means, it is considered that there will be an increased alignment of interests between the senior executives and the shareholders of Lindab.
The information was submitted for publication on 3 May 2018 at 18.00 CEST.
Peter Nilsson, Chairman of the Board
Mobile: +46 (0)73 41 96331
Fredrik Liedholm, EVP Legal, M&A and HR
Mobile: +46 (0)72 38 85742
Lindab in brief:
Lindab develops, manufactures, markets and distributes products and system solutions for simplified construction and improved indoor climate. The products are characterised by their high quality, ease of assembly, energy efficiency, consideration towards the environment, and are delivered with high levels of service. Altogether, this increases customer value.
The Group had sales of SEK 8,242 m in 2017 and is established in 32 countries with approximately 5,100 employees. The main market is non-residential construction, which accounts for 80 percent of sales, while residential accounts for 20 percent of sales. During 2017, the Nordic market accounted for 46 percent, Western Europe for 33 percent, CEE/CIS (Central and Eastern Europe plus other former Soviet states) for 18 percent and Other markets for 3 percent of total sales.
The share is listed on the Nasdaq Stockholm, Mid Cap, under the ticker symbol LIAB.
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