Bulletin from Gunnebo AB’s Annual General Meeting 2018
Gunnebo AB's AGM took place on Thursday, 12 April 2018 in Gothenburg, Sweden.
Adoption of the profit and loss statement and balance sheet
The profit and loss statements and the balance sheets of the parent company and the Group for the financial year 2017 were approved.
Dividend
In accordance with the proposal of the Board, it was decided on a dividend to the shareholders of SEK 1.20 per share for 2017 and that the dividend shall be paid in two partial payments. For the first payment of SEK 0.60 per share, the record date shall be Monday, April 16, 2018 and for the second payment of SEK 0.60 per share, the record date shall be Tuesday, October 16, 2018.
Election of the Board of Directors
Göran Bille, Anna Borg Saether, Charlotte Brogren, Eva Elmstedt, Mikael Jönsson and Martin Svalstedt were re-elected as members of the Board of Directors. Martin Svalstedt was re-elected as Chairman of the Board
Board fees
The AGM decided on a total fee to the Board of Directors for 2018 amounting to SEK 1,750,000, excluding fees to committees, to be divided with SEK 500,000 to the Chairman of the Board (including remuneration for committee work) and with SEK 250,000 to each of the other Board members elected by the shareholders, and a special fee for committee work amounting to SEK 50 000 for the respective chairman of the Audit Committee and the Remuneration Committee and SEK 30 000 each to other committee members.
Election of the Auditor
The AGM re-elected the registered auditing company Deloitte AB for the period until the end of the 2019 Annual General Meeting. It was noted that Hans Warén will be the auditor in charge.
Principles for remuneration to senior executives
The AGM approved the Board’s proposal regarding principles for remuneration to senior executives.
Long-term share based incentive program (LTI 2018/2022)
The AGM approved the Board’s proposal regarding the implementation of a long-term share based incentive program (LTI 2018/2022).
The program comprises 20 participants employed within the Group, including the CEO. In brief, LTI 2018/2022 means that the participants will receive, subject to the performance and development of three different performance conditions during the financial year 2018, shares free of charge on the allotment day, which will occur after the 2022 Annual General Meeting but before June 30, 2022. The maximum number of shares that may be received shall correspond to 20 percent of the participant’s actually paid salary 2018, however with certain limitations regarding the maximum number of shares that can be allotted to each participant. Receivement of shares is conditional upon the participant being employed within the Group until the expiration of 2021.
The Board of Directors’ original proposal regarding hedging activities was withdrawn due to lack of required voting majority and the Board of Directors informed that hedging activites instead will be carried out by way of entering into a so called share swap agreement with a third party.
The program means that the participants may be allotted a maximum of 259,651 shares (an additional 64,913 shares are for hedging the costs of social security contributions) and the maximum cost for LTI 2018/2022, including the additional costs for entering into the share swap agreement, is estimated to approximately MSEK 8.6. The share swap agreement will not result in any additional changes to the key ratios as set out in the Board of Directors’ original proposal, i.e. a negative effect of approximately 0.04 percentage units on Gunnebo’s operating margin and a reduction of earnings per share of approximately SEK 0.02.
Authorisation for the Board to decide on new share issue
The AGM approved the Board’s proposal regarding an authorisation for the Board to decide upon a new share issue in connection with company acquisitions.
Authorisation for the Board to decide on transfer of own ordinary shares
The AGM approved the Board’s proposal regarding an authorisation for the Board to decide on transfer of not more than 30,000 ordinary shares for the purpose of hedging of cash flow for social security payments that may occur in relation to LTI 2015.
GUNNEBO AB (publ)
Group Communications
For further information, please contact:
Henrik Lange, President & CEO, tel: +46 10 2095 000, or
Karin Wallström Nordén, SVP Marketing & Communications, tel: +46 708 283339 or
e-mail: Karin.wallstrom@gunnebo.com
The Gunnebo Group is a global leader in security products, services and solutions with an offering covering cash management, safes and vaults, entrance security and electronic security for banks, retail, mass transit, public & commercial buildings and industrial & high-risk sites.
The Group has an annual turnover of MSEK 6,000, employs 5,200 people and has sales companies in 28 countries across Europe, Middle East & Africa, Asia-Pacific and the Americas as well as Channel Partners on over 100 additional markets.
We make your world safer.
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