Press release from the Annual General Meeting of Bonava AB (publ)
Bonava’s Annual General Meeting (AGM) was held on Monday, 3 April 2023 in Stockholm, Sweden.
Adoption of the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet
The AGM resolved to adopt the income statement and balance sheet for the Parent Company, and the consolidated income statement and balance sheet, and discharged the Board members and the CEO from liability for the preceding financial year.
Dividend
The AGM approved the Board of Directors’ proposal to no distribute any dividend to shareholders for the year 2022.
Board of Directors
The AGM resolved that the number of Board members will be seven with no deputy members. Mats Jönsson, Viveca Ax:son Johnson, Per-Ingemar Persson and Nils Styf were re-elected as Board members, Anette Frumerie, Olle Boback and Tobias Lönnevall were elected as new Board members. The AGM re-elected Mats Jönsson as Chairman of the Board.
Board fees
The AGM approved Board fees for the Chairman of the Board of SEK 800,000 (unchanged) and SEK 320,000 (unchanged) for each of the other members elected by the AGM. Remuneration for members of the Audit Committee will be paid in an amount of SEK 150,000 to the Chairman and SEK 75,000 to each of the other members. Remuneration of SEK 75,000 will be paid to the Chairman of the Remuneration Committee and SEK 35,000 to each of the other members.
Auditor
PricewaterhouseCoopers AB (PwC) was re-elected as auditor for the period until the close of the next AGM. PwC has informed the company that Patrik Adolfson will continue as Auditor in Charge.
Nomination Committee
The AGM resolved that the Nomination Committee for the 2024 AGM will comprise Peter Hofvenstam (Nordstjernan AB), Lennart Francke (Swedbank Robur Fonder), and Olof Nyström (Fourth Swedish National Pension Fund), and the Chairman of the Board as a co-opted member. Peter Hofvenstam was elected Chairman of the Nomination Committee.
Guidelines for remuneration to senior executives
The AGM approved the Board’s proposal regarding guidelines for remuneration to senior executives.
Presentation of remuneration report for approval
The AGM approved The Board of Directors’ remuneration report.
Long-term performance-based incentive plan (LTIP 2023)
The AGM resolved to adopt a Long Term Incentive Programme (LTIP 2023) for leading executives and key personnel. The LTIP 2023 has the same structure as the previous years’ incentive plans. A complete description of the LTIP 2023 is available in the Notice to the AGM, which is available on the Company’s website.
Further, the AGM resolved to approve transfer of shares of series B in the company under the incentive plan in accordance with the following.
- Not more than 415,000 shares of series B in Bonava may be transferred (or the higher number of shares of series B due to recalculation as a result of a bonus issue, a reversed share split or a share split, rights issue, compensation for dividend or similar actions).
- The shares of series B may be transferred to participants in the LTIP 2023 who under the terms for the LTIP 2023 are entitled to receive shares.
- The transfer may only be made at the time specified by, and under the terms specified by the LTIP 2023.
Acquisition and transfer of Class B shares in Bonava
The AGM resolved to authorise the Board of Directors to, on one or several occasions for the period until the next AGM, acquire a maximum number of Class B shares so that the company’s holding following the acquisitions does not exceed 10 per cent of all the Class B shares in Bonava at any time. Acquisitions shall be conducted on Nasdaq Stockholm and at a price per Class B share that is within the price range for the share price prevailing at any time.
Furthermore, the AGM resolved to authorise the Board of Directors to, on one or more occasions for the period until the end of the next AGM, resolve on a transfer of own Class B shares. The number of Class B shares transferred may not exceed the total number of Class B shares held by Bonava at any time. Transfers may be conducted on or outside Nasdaq Stockholm, including a right to resolve upon deviations from the shareholders' pre-emption right. The transfer of Class B shares on Nasdaq Stockholm shall be conducted at a price within the registered price range at the time of the transfer. The transfer of Class B shares outside Nasdaq Stockholm shall be made at a price in cash or value in property received that corresponds to the share price at the point in time of the transfer of the Bonava Class B shares that are transferred with the deviation, if any, that the Board deems appropriate in each case.
The purpose of the above authorisations regarding acquisition and transfer of own Class B shares is to enable financing of acquisitions of companies and businesses by payment with own Class B shares and to continuously be able to adjust the capital structure of Bonava and thereby create added value to the shareholders as well as to enable delivery of Bonava Class B shares and cover costs (including costs for social security costs and payment in accordance with the synthetic shares) in connection with the implementation of Bonava's incentive programmes at any time.
Complete information on the AGM resolutions is available on the company’s website: www.bonava.com
For more information, please contact:
Susanna Winkiel, Head of Investor Relations, acting
Tel: +46 70 641 28 28
Fredrik Hammarbäck, Group Head of Press and Public Affairs
Tel: +46 739 056 063
Bonava is a leading residential developer in Europe with the purpose to create happy neighbourhoods for the many. The company is the first residential developer in Europe to receive approval from the Science Based Targets initiative for its climate targets. With its 1,900 co-workers, Bonava develops residential housing in Germany, Sweden, Finland, Norway, Estonia, Latvia and Lithuania, with net sales of approximately SEK 15.7 Bn in 2022. Bonava also has discontinuing operations in S.t Peterburg. Bonava’s shares and green bond are listed on Nasdaq Stockholm.
For more information about us, visit: www.bonava.com