Ferronordic Machines AB publishes 2016 annual report and gives notice to attend the Annual General Meeting on 19 May 2017
Press Release
Stockholm, 19 April 2017
Ferronordic Machines has today published its annual report for 2016.
The shareholders of Ferronordic Machines AB (publ) are invited to attend the Annual General Meeting to be held at 2 pm (CET) on Friday 19 May 2017 at Radisson Blu Strand Hotel, Nybrokajen 9, Stockholm. Registration for the Annual General Meeting begins 1.30 pm.
Shareholders who wish to attend the meeting must be recorded in the share register maintained by Euroclear Sweden AB on 12 May 2017 and notify the company of their intention to attend no later than 5 pm (CET) on 12 May 2017.
Proposed agenda
1. Opening of the meeting
2. Election of chairman
3. Verification of voting list
4. Approval of the agenda
5. Election of controllers
6. Determination whether the meeting has been duly convened
7. Presentation of the work of the Board and the Board committees
8. Presentation by the CEO
9. Presentation of the annual report and the auditor’s report for the financial year 2016, as well as the consolidated accounts and the auditor’s report on the consolidated accounts for the financial year 2016
10. Resolutions on:
a) adoption of the income statement and balance sheet and the consolidated income statement and balance sheet,
b) disposition of the company’s profits
c) discharge from liability of the members of the Board and the CEO
11. Determination of the number of members of the Board to be elected by the meeting
12. Determination of remuneration for the members of the Board and the auditor
13. Election of the Board and the chairman of the Board
14. Election of the auditor
15. Resolution on the Nomination Committee
16. Resolution on the adoption of a policy on remuneration for senior executives
17. Resolution on share based incentive program for senior executives
18. Resolution on authorization to the Board to decide on issue of new ordinary shares of series 2
19. Resolution on authorization to the Board to decide on issue of new ordinary shares
20. Closing of the meeting
Motions
Point 2: The Nomination Committee for the annual general meeting, consisting of the chairman Håkan Eriksson (representing Skandinavkonsult i Stockholm AB), Rune Andersson (representing Mellby Gård AB), Daniel Nyhrén (representing Creades AB) and Per-Olof Eriksson (representing shareholders who are members of the Board or employed by the group) proposes Per-Olof Eriksson as chairman of the meeting.
Point 10b: Distributable profits available for distribution by the meeting amount to SEK 396,365,107. The Board proposes a dividend on the preference shares in the amount of SEK 60 per preference share, corresponding to a total dividend payment of SEK 30m. The record date for the dividend would be 25 October 2017. Should the meeting approve the proposal, the dividend would be paid around 28 October 2017. As regards the potential preference share dividend in April 2018, the board proposes that no decision be made at the annual general meeting 2017. Instead, should the Board find the dividend possible, it will instead convene an extraordinary general meeting closer to the record date in April 2018 where a resolution on the dividend can be made. The board further proposes that no dividends be paid on ordinary shares.
Point 11: The Nomination Committee proposes that the number of Board members shall be six members without deputies.
Point 12: The Nomination Committee proposes that the chairman of the Board be awarded SEK 600,000 and that each other Board members is awarded SEK 300,000, except for Lars Corneliusson and Erik Eberhardson. In total, the remuneration to the Board would amount to SEK 1,500,000. No separate remuneration shall be paid regarding work in the Board’s committees. The Nomination Committee further proposes that fees to the auditor be paid according to agreement between the company and KPMG AB.
Point 13: The Nomination Committee proposes re-election of Magnus Brännström, Lars Corneliusson, Erik Eberhardson and Håkan Eriksson. Further, the Nomination Committee proposes election of Annette Brodin Rampe and Staffan Jufors as new members of the Board. A presentation of the proposed candidates is available on the company’s website www.ferronordic.com. The Nomination Committee further proposes election of Staffan Jufors as chairman of the Board.
Point 14: The Nomination Committee proposes re-election of KPMG AB as the company’s auditor for the period until the next annual general meeting.
Point 15: The Nomination Committee proposes that the meeting adopts the following principles regarding the company’s nomination committee.
The Nomination Committee shall consist of four members. The chairman of the Board shall at the end of the third quarter 2017 contact each of the four largest shareholders in the company and encourage them to appoint their respective representatives for the Nomination Committee. In this respect, shareholders who are employed by the group shall be regarded as one shareholder. If a shareholder chooses not to appoint a representative for the Nomination Committee, the right to appoint a member of the Nomination committee shall transfer to the next largest shareholder (provided such shareholder has not already appointed or is entitled to appoint a member of the Nomination Committee). If a member of the Nomination Committee resigns, the shareholder appointing the resigning member shall be asked to appoint another member of the Nomination Committee. The chairman of the Nomination Committee shall be the member appointed by the largest shareholder, unless the Nomination Committee agrees otherwise.
The Nomination Committee shall act in the interest of all shareholders.
The duties of the Nomination Committee shall include to evaluate the Board’s constitution and work, and to make proposals for the annual general meeting regarding:
- election of chairman for the next annual general meeting,
- number of Board members,
- election of the Board and the chairman of the Board,
- election of auditor (in cooperation with the Board’s auditing committee),
- remuneration of members of the Board and the Board’s committees and the auditors,
- principles regarding the Nomination Committee for the next annual general meeting.
The mandate of the Nomination Committee is valid until a new Nomination Committee has been constituted. In case of material changes in the owners during the mandate period of the Nomination Committee, the Nomination Committee shall ensure that a new large shareholder is given representation in the Nomination Committee.
The constitution of the Nomination Committee shall be announced not later than six months before the annual general meeting 2018.
The members of the Nomination Committee shall not receive any compensation from the company but are entitled to reimbursement for reasonable expenses.
Point 16: The Board proposes that the meeting resolves to adopt the following policy on remuneration for senior executives.
These guidelines concern remuneration and other terms of employment for the Ferronordic Machines executive management team. The guidelines apply to employment agreements made after the approval of these guidelines by the meeting and to amendments to existing employment agreements made thereafter.
Basic principles
Remuneration to executives shall be based on market terms in the markets where Ferronordic Machines operates and the environment in which the individual executive is working. In addition, remuneration shall be competitive in order to enable Ferronordic Machines to attract and retain competent executives.
Fixed salaries
Fixed salaries are established individually based on the criteria specified above, as well as the individual executive’s areas of responsibility and performance. For expatriates with salaries in rubles the fixed salaries can be adjusted to reflect changes in fore exchange rates.
Variable salaries
Executives may receive variable salaries in addition to fixed salaries. Variable salaries shall be paid upon fulfilment of predetermined and measurable performance criteria, primarily based on the development of the group as a whole or the development of the part of the group for which the individual in question is responsible. The variable salary may, as regards the CEO, amount to no more than 100% of the fixed salary and, as regards other Executives, no more than 50% of the fixed salary.
Non-monetary and other benefits
Executives are entitled to customary non-monetary benefits such as company cars and company health insurance. In addition to these benefits company housing and other benefits can be offered on an individual basis, such housing allowances and school/kindergarten allowances for expatriates.
Pension benefits
In addition to those pension benefits that executives are entitled to according to law, executives may be offered pension benefits that are competitive in the country where the individual in question is or has been a resident or to which the individual has a relevant connection. Pension plans shall be defined contribution plans without guaranteed level of pension.
Severance pay
Severance pay shall not exceed 12 months.
The Board’s preparation and decision-making on issues concerning remuneration and other terms of employment
The Remuneration Committee is responsible for:
1) preparing the Board’s decisions on issues concerning principles of remuneration, remuneration and other terms of employment for the Executives,
2) monitoring and evaluating programs for variable remuneration, both ongoing and those who end during the year,
3) monitoring and evaluating programs the application of these guidelines, and
4) monitoring and evaluating current remuneration structures and levels in the group.
The Remuneration Committee prepares and the Board resolves on:
1) the remuneration and terms of employment of the CEO,
2) the principles for remuneration (including pension and severance pay) for the other Executives.
The Remuneration Committee is further responsible for reviewing and recommending to the Board share-related incentive programs to be decided by the annual general meeting.
Authority to decide on deviations from these guidelines
The Board may deviate from these guidelines if there are specific reasons to do so in an individual case.
Earlier decisions on remuneration that has not become due for payment at the time of the annual general meeting’s consideration of these guidelines
Decisions on remuneration that will not have become due the time of the annual general meeting 2017 fall within the frames of these guidelines.
Point 17: The Board proposes that the long-term incentive program for the members of the company’s executive and extended management teams that were introduced during 2016 be repeated during 2017. If the meeting approves the program, the company would pay a bonus to the participants (about 15 people) of approximately SEK 2m (distributed equally among the participants) which the participants must use to purchase preference shares in Ferronordic Machines AB. The participants are not allowed to sell the purchased preference shares for a period of three years. If a participant resigns from his/her employment in the group, or the participant is dismissed because of gross misconduct, the participant must sell his/her preference shares to the other participants at a pre-agreed discounted price. The purpose of the program is to provide long-term incentive to the company’s management and align the interests of the company’s management and the preference share investors. The Board proposes that each of Anders Blomqvist and Henrik Carlborg be authorized, on behalf of the company, to sign agreements and other documents that may be required in order for the company to implement the said program.
Point 18: The Board proposes that the meeting authorizes the Board, no later than the next annual general meeting, at one or several occasions – with or without deviation from the shareholders’ preferential rights – to decide upon an issue of new ordinary shares of series 2 in the company. Payment for subscribed shares shall (when relevant) be made in cash, by set-off, or in kind. The reason for authorizing the Board to make a decision on issue of new ordinary shares of series 2 with deviation from the shareholders’ preferential rights is to enable a decision on special redemption of class B-preference shares in accordance with § 8.5 of the Articles of Association. In accordance with § 8.5 of the Articles of Association, the new ordinary shares of series 2 shall be issued to persons whose class B-preference shares have been redeemed at a subscription price equal to 50% of the subscription/offer price for the ordinary shares issued and/or offered in connection with the acceptance of the company’s ordinary shares for trading on NASDAQ OMX Stockholm or another regulated market. The proposal requires support by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Each of Anders Blomqvist and Henrik Carlborg, or whomever one of them may appoint, is authorized to make such changes to the resolution as may be required in connection with the registration thereof with the Swedish Companies Registration Office or with Euroclear Sweden AB or due to other formal requirements.
Point 19: The Board proposes that the meeting authorizes the Board to, not later than the next annual general meeting, at one or several occasions – with or without deviation from the shareholders’ rights – decide upon an issue of ordinary shares in the company. The authorization can only be used to issue ordinary shares in connection with a listing of the company’s ordinary shares on NASDAQ OMX Stockholm or another regulated market. Payment for subscribed shares shall, as relevant, be made in cash, by set-off, or in kind. The reason for authorizing the Board to make a decision on issue of new ordinary shares with deviation from the shareholders’ preferential rights is to offer preference shares to investors in connection with a listing of the company’s ordinary shares on NASDAQ OMX Stockholm or another regulated market. The new ordinary shares shall be issued at market rate determined by the Board in consultation with the company’s financial advisors. The proposal requires support by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Each of Anders Blomqvist and Henrik Carlborg, or whomever one of them may appoint, is authorized to make such changes to the resolution as may be required in connection with the registration thereof with the Swedish Companies Registration Office or with Euroclear Sweden AB or due to other formal requirements.
The full notice is attached and is available on the company’s website www.ferronordic.com
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About Ferronordic Machines
Ferronordic Machines is the authorized dealer of Volvo Construction Equipment and Terex Trucks in Russia. It is also the official distributor of Dressta and Rottne in Russia. Ferronordic Machines has also been appointed aftermarket dealer for Volvo and Renault Trucks as well as dealer for Volvo Penta in certain parts of Russia. The company began its operations in 2010 and has expanded rapidly across Russia. The company is well established in all federal districts with approximately 70 outlets and almost 800 employees. The vision of Ferronordic Machines is to be regarded as the leading service- and sales company in the CIS markets. The preference shares of Ferronordic Machines are listed on NASDAQ OMX First North Premier. The company has appointed Avanza Bank AB as its Certified Advisor.
For more information, please contact:
Anders Blomqvist, CFO and Head of IR, Tel: +46 8 5090 7280 or anders.blomqvist@ferronordic.ru
This information is information that Ferronordic Machines AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was submitted for publication on 19 April 2017, 10:45 CET.
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