Annual General Meeting in AQ Group AB (publ) on April 22, 2020
The Annual General Meeting in AQ Group AB (publ) will be held on Wednesday, April 22, 2020 at 18:00 at Aros Congress Center, Hörsalen plan 1, Västerås, Sweden.
Notice of the Annual General Meeting, with proposed agenda is included in its entirety in this press release and is published on the company web page www.aqg.se. The notice of the meeting is published in "Post- och Inrikes Tidningar" and an announcement with information that the notice has been issued is published in Dagens Industri, on March 20, 2020
AQ Group closely monitors how the situation around Covid-19 (the coronavirus) develops. In view of the recent increase in the risk level of the spread of infection in Sweden by Folkhälsomyndigheten (the Public Health Authority), AQ Group will take the following measures at the AGM:
· No food or drink will be offered.
· Registration opens at 17.30 i.e. 30 minutes before the AGM opens.
· The CEO will give a shorter speech than previous years.
· The AGM will be minimized in time, but without prejudice to shareholders' rights.
· Shareholders who are ill, have recently visited a risk area or belong to a risk group should not attend, but can vote through a representative. A proxy form is available on AQ Group's website www.aqg.se. Please note that AQ Group may not collect proxies or act as agent.
Based on the development, further measures may possibly be communicated on the company's website and sent to the shareholders who have registered to attend the AGM.
Those who have the right to participate in the meeting are those who are registered as shareholders in the share register kept by Euroclear Sweden AB on the record date of Thursday, April 16, 2020 and have submitted their meeting attendance to the company no later than Thursday, April 16, 2020.
Registration is preferably done via e-mail to firstname.lastname@example.org or via letter to AQ Group AB, Årsstämma, Regattagatan 29, 723 48 Västerås, Sweden. Upon registration, the following shall be stated: name, Swedish personal ID number or Swedish corporate ID number, address, telephone number, any representatives and the number of shares held. Shareholders solely represented by a representative shall issue a dated power of attorney. Power of attorney forms are available on the company's website www.aqg.se and can also be requested as per the address above.
Those who have trustee-registered shares must, in addition to the registration of attendance at the meeting, via the trustee's agency register the shares in their own name so that the shareholder concerned is registered in the share register on the record date of Thursday, April 16, 2020. Such registration may be temporary. This means that shareholders must notify their trustee in due time before the said date.
Anyone representing a legal entity must present a certificate of registration or similar document which proves signatory rights. Powers of attorney, registration certificates and other authorisation documents must be available latest at the AGM. Power of attorney must be presented in its original form. A proxy form is available on AQ Group's website www.aqg.se.
The documents before the AGM will, in accordance with the Swedish Companies Act, be made available to the shareholders at the company and on www.aqg.se no later than Thursday, April 2, 2020. The documents will be sent free of charge to the shareholders who so request and who state their postal address and they will also be available at the AGM. The company has a total of 18,294,058 shares and votes at the time of issuing this notice. The company does not hold any treasure shares.
- Opening of the meeting and
- Election of chairman and minutes recorder for the meeting.
- Establishment and approval of list of voters.
- Approval of the agenda
- Election of one or two persons to verify and adjust the minutes together with the chairman
- Determination of whether the meeting has been duly convened
- Report regarding the work of the board and its committees
- Presentation of the annual report and consolidated accounts for the financial year 2019 and, in connection with this, the CEO's report of the operations
- Presentation of the audit report, and the group audit report and the auditor's statement on whether the remuneration guidelines for senior executives have been followed.
- Decision on adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet for the financial year 2019.
- Decision regarding discharge from liability for members of the Board of Directors and the CEO
- Decision on allocations regarding the company's earnings in accordance with the adopted balance sheet
- Resolution on the number of Board members to be elected by the AGM
- Decision on fees to the Board of Directors and auditors
- Election of Board of Directors, Chairman and Auditor
- Decision on procedure for appointment of nomination committee and the duties of the nomination committee
- Decision on guidelines for remuneration to senior executives
- Decision on authorization to decide on a new share issue
- Closing of the meeting
Shareholders, who together represent 49.4 percent of the voting rights for all shares in the company, have informed the company that they support the proposals in paragraphs 1, 12, 13, 14, 15, 16, 17 and 18 below.
Paragraph 1 – Proposal for chairman and recorder of the minutes for the meeting.
The Nomination Committee, before the AGM 2020, which has consisted of chairman for the Nomination Committee Vegard Søraunet, appointed by ODIN funds, Björn Henriksson, appointed by Nordea Funds, Per-Olof Andersson and Claes Mellgren, suggests that Patrik Nolåker be selected as chairman of the meeting and Per Lindblad as recorder of the minutes.
Paragraph 12 - Proposal on allocations regarding the company's earnings in accordance with the adopted balance sheet
The Board of Directors proposes a dividend for the financial year 2019 of SEK 3.33 per share, in total SEK 60,919,213. Friday, April 24, 2020, is proposed as the reconciliation date for dividends. If the AGM decides in accordance with the proposal, the dividend is expected to be paid out through Euroclear Sweden AB on Wednesday, April 29, 2020.
Paragraph 13 - Proposal on the number of Board members to be elected by the AGM
The Nomination Committee proposes that the board, until the next AGM, shall consist of seven AGM elected members.
Paragraph 14 - Proposal on fees to the Board of Directors and auditors
The Nomination Committee proposes that remuneration to the chairman shall amount to SEK 450,000 (450,000) and SEK 200,000 (200,000) to each of the other AGM elected board members. For the chairman of the Audit Committee, the proposed remuneration is SEK 100,000 (100,000) and to the other members of the Audit Committee, SEK 40,000 (40,000). For the chairman of the Remuneration Committee, the proposed remuneration is SEK 50,000 (50,000) and to the other members of the Remuneration Committee, SEK 30,000 (30,000). Remuneration to the auditor is proposed to be paid according to an approved invoice.
Paragraph 15 – Proposal for election of Board of Directors, Chairman and Auditor
AQ's Nomination Committee proposes re-election of Board members Gunilla Spongh, Lars Wrebo, Ulf Gundemark, Per-Olof Andersson, Annika Johansson-Rosengren and Claes Mellgren. The Nomination Committee proposes Patrik Nolåker as Chairman of the Board of AQ Group
The auditing company KPMG, with the principal authorized public accountant Helena Arvidsson Älgne, has been elected as auditor until the 2021 Annual General Meeting.
Paragraph 16 – Nomination Committee’s proposal for procedure for appointment of nomination committee and the duties of the nomination committee
The Nomination Committee proposes that the Nomination Committee shall consist of persons appointed by the four largest shareholders in terms of votes. It is proposed that the term of office run until the new Nomination Committee has been constituted. In connection with the end of the third quarter, the Chairman of the Board contacts the four largest shareholders and urges them to appoint a member to the Nomination Committee as soon as possible. If a shareholder waives his right to appoint a member, the right to appoint a member shall pass to the next largest shareholder. The nomination committee appoints a chairman. The composition of the nomination committee must be published no later than six months before the AGM. There is no remuneration to the members of the Nomination Committee, but expenses shall be borne by the company. The Nomination Committee's proposed duties are to evaluate the composition and work of the Board and to submit proposals to the Annual General Meeting regarding; - Election of the Board of Directors and the Chairman of the Board - Election of Chairman of the Annual General Meeting - Election of auditor - Fees to the Board, committees and auditors.
Paragraph 17 – The Board’s proposal on guidelines for remuneration to senior executives
AQ Group shall maintain remuneration levels and terms of employment required to ensure the company's access to senior executives with the necessary skills and capacity to achieve set targets at costs adapted to the company. The starting point for salaries and other remuneration to senior executives is that they must be market-based and adjusted to the company's costs. The proposal essentially corresponds to previous practice. The complete proposal is available on the company's website: https://www.aqg.se/en/investor/corporate-governance/annual-general-meeting/annual-general-meeting-2020
Paragraph 18 - The Board's proposal for authorization for the Board to decide on a new issue
The board proposes that the AGM authorises the board to, on one or more occasion until the next AGM, with or without deviation from the shareholders' preferential rights, decide to increase the company's share capital through the new issue of up to 1,500,000 new shares.
The authorization shall include the right to decide on issue with payment in kind. The purpose of the authorization and the reason for the deviation from the shareholders' preferential right to take place is to enable financing of acquisitions. In order for the AGM's resolution to be valid under this paragraph, the proposal must be supported by shareholders with at least two-thirds of the votes cast. A similar authorization was issued by the previous AGM.
Västerås in March 2020
The board of AQ Group AB (publ)
For further information contact:
Patrik Nolåker, chairman of the board, telephone, +46 70-4178501
This information is AQ Group AB (publ) required to disclose in accordance with the regulations for issuers at Nasdaq Stockholm. The information was submitted for publication on March 20, 2020 at 08:00 CET.
AQ in brief
AQ is a leading supplier to demanding industrial customers and is listed on Nasdaq Stockholm’s main market.
The Group consists mainly of operating companies each of which develop their special skills and in cooperation with other companies, provides cost effective solutions in close cooperation with the customer.
The Group headquarter is in Västerås, Sweden. AQ has, on December 31, 2019, in total about 6,300 employees in Sweden, Bulgaria, China, Estonia, Hungary, India, Italy, Lithuania, Mexico, Poland, Serbia, Finland, Canada, USA, Brazil and Germany.
In 2019 AQ had net sales of SEK 5.1 billion and the group has since its start in 1994 shown profit every quarter.