May 8, 2019
Annual General Meeting 2019 in Lindab International AB (publ)
At the Annual General Meeting in Lindab International AB (publ) held today at Norrviken 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 2018.
In accordance with the Board's proposal, the Meeting resolved on a dividend of SEK 1.75 per share and that the record date for the right to dividend shall be 10 May 2019.
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 856,000 and the fee to each of the other Board members elected by the Annual General Meeting shall amount to SEK 391,250. The fee to each of the ordinary employee representatives shall amount to SEK 26,250. The total fee for the ordinary work of the Board amounts to SEK 3,256,000.
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. 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 call option plan for senior executives and certain key employees in the Lindab Group (the "Call Option Plan") through a directed issue of maximum 290,000 call options under the Call Option Plan. Senior executives and certain key employees within the Lindab Group shall have the right to participate in the Call Option Plan and shall be divided into three different categories: Lindab's CEO shall have the right to acquire up to 100,000 call options. The company's CFO, General Counsel/Director HR, Director Ventilation Systems and Director Profile Systems shall have the right to acquire up to 25,000 call options each. The remaining key employees, which are the other members of Lindab's Global Management Team (approx. 6 persons), shall have the right to acquire up to 15,000 call options each. Senior executives who are not employed by the Lindab Group at the time of the Annual General Meeting but have commenced their employment within the Lindab Group no later than 31 August 2019 shall be entitled to participate in the Call Option Plan.
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 certain key employees 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.
This information was made public by the below mentioned contacts on 8 May 2019 at 18:00 (CEST).
Peter Nilsson, Chairman of the Board, Lindab
Mobile: +46 (0)73 41 96331
Fredrik Liedholm, Director of 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 9,326 m in 2018 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 2018, the Nordic market accounted for 45 percent, Western Europe for 33 percent, CEE/CIS (Central and Eastern Europe) for 20 percent and Other markets for 2 percent of total sales.
The share is listed on the Nasdaq Stockholm List, Mid Cap, under the ticker symbol LIAB.