Nederman Holding AB’s Annual General Meeting 2017
The AGM of Nederman Holding AB (publ) took place on 19 April 2017. A total of 9 322 850 shares were represented at the meeting, equivalent to 79,74% of all shares outstanding.
The income statement and balance sheets were adopted and the meeting resolved in accordance with the proposal of the Board and the CEO for a dividend for 2016 of SEK 5.50 per share.
Fees to the Board of Directors and the auditor
The meeting approved Board fees for 2017 to a total fee of SEK 1,575,000, of which SEK 450,000 to the Chairman of the Board and SEK 225,000 to each of the other AGM elected Board members, with the exception of the CEO. Fee to the auditor shall be paid according to approved invoices.
Election of the Board of Directors and auditor
Jan Svensson, Gunnar Gremlin, Per Borgvall, Ylva Hammargren, Johan Menckel, Gunilla Fransson and Sven Kristensson were re-elected as Board members. Jan Svensson was re-elected as the Chairman of the Board. Ernst & Young AB was re-elected as accounting firm, until the end of the AGM 2018 with authorized public accountant Staffan Landén as principal auditor.
Guidelines for remuneration for senior executives
The AGM resolved in accordance with the Board’s proposal for guidelines for remuneration and other terms of employment for senior executives.
Transfer of own shares under the LTI programme 2015-2016
The AGM resolved in accordance with the Board’s proposal for transfer of own shares under LTI programme 2015-2016. LTI Programme 2015-2016 were closed according to plan on 31 December 2016 and six senior executives shall receive a bonus in accordance with the programme’s terms and conditions. The Board’s proposal entails that Nederman Holding AB shall transfer 4,282 own shares to the participants, free of charge, and the participants shall hold the shares for at least three years.
Introduction of the LTI programme 2017-2018
The AGM resolved in accordance with the Board’s proposal for introduction of the LTI programme 2017-2018 for the CEO, senior executives and senior management positions within the Nederman Group, currently seven persons. Remuneration under the LTI programme shall be a maximum of 35 per cent of an annual salary for the CEO and 20 per cent of an annual salary for other senior executives and for the remuneration to be paid it is required that a minimum level of accumulated earnings per share for the financial years 2017 and 2018 is reached or exceeded. The remuneration which, in accordance with the terms and conditions, accrues to the senior executives shall be invested in Nederman shares. The shareholding must be retained for at least three years. With full outcome, the cost for LTI 2017-2018 will amount to approximately MSEK 3.26.
Authorisation for the Board of Directors to acquire and transfer of the company’s own shares
The AGM resolved in accordance with the Board’s proposal for authorisation for the Board to acquire and transfer of the company’s own shares. The authorisation entails that the Board has the right to acquire and transfer of own shares, respectively, on one or more occasions during the period until the AGM 2018. Acquisition of own shares may take place on Nasdaq Stockholm at a price within the interval between the highest buying price and lowest selling price, respectively, and the company’s holdings of own shares may amount to a maximum of ten per cent of all outstanding shares. Transfer of own shares may be made of a maximum number of shares that are held by the company at the time of the Board’s decision and which are not required for the delivery of shares under the company’s incentive programme. Transfer of own shares may take place on Nasdaq Stockholm and as payment of the purchase price for the acquisition of companies or businesses or in connection with a merger, whereby the payment shall correspond to the assessed market value and may be made in cash, in kind or by set-off of a receivable. Transfer may be made with deviation from the shareholders’ preferential rights.
Instructions for the Nomination Committee
The AGM resolved in accordance with the proposal for instruction for the Nomination Committee and shall apply until further notice.
Sven Kristensson, President and CEO, Nederman Tel: +46 (0)42 18 87 00
Matthew Cusick, CFO Tel: +46 (0)42 18 87 00
Facts about Nederman
Nederman is one of the world's leading companies supplying products and solutions in the environmental technology sector focusing on industrial air filtration. The company's products and solutions contribute to reducing the environmental impact, create safe and clean working environments and improve production efficiency. Nederman offers complete solutions, including engineering and design, commissioning, installation, training and aftermarket. Sales are managed through the Group’s own sales offices and distributors in over 50 countries. Production is performed in 11 countries on five continents. The Nederman Group is listed on Nasdaq Stockholm and has around 1,800 employees. Learn more at www.nedermangroup.com
Nederman Holding AB (publ), P.O. Box 602, SE-251 06 Helsingborg, Sweden.
Corporate registration number: 556576-4205