Report from Concentric AB’s annual general meeting on 21 April 2022
Concentric AB’s annual general meeting was held on Thursday 21 April 2022. The main resolutions passed were the following.
Regarding full details of the resolutions, a referral is made to the notice convening the AGM and the complete proposals. The notice convening the AGM and the complete proposals are available at the company’s website, www.concentricab.com.
Adoption of the income statements and the balance sheets
The general meeting resolved to adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2021.
Dividend
The general meeting resolved, in accordance with the board’s proposal, on a dividend of SEK 3.75 per share. The record date was set to Monday 25 April 2022. The dividend is expected to be distributed by Euroclear Sweden AB on Thursday 28 April 2022.
Discharge from liability
The general meeting discharged each who had held the position as CEO or board member from personal liability during the financial year 2021.
Board and auditors
The general meeting re-elected Karin Gunnarsson, Anders Nielsen, Susanna Schneeberger, Martin Sköld, Claes Magnus Åkesson, Petra Sundström, Joachim Rosenberg as board members. The general meeting re-elected Anders Nielsen as chair of the board.
The registered accounting firm KPMG AB was re-elected as the company’s auditor.
The general meeting resolved that the chair of the board will receive SEK 900,000 (previously SEK 800,000) and that each of the other board members will receive SEK 375,000 (previously SEK 350,000). In addition, the chair of the Compensation Committee will receive SEK 125,000 (previously SEK 100,000) and member of the Compensation Committee will receive unchanged SEK 50,000. Further, it was resolved that the chair of the Audit Committee will receive SEK 175,000 (previously SEK 150,000) and member of said committee will receive unchanged SEK 75,000.
The general meeting resolved that fees will be paid to the auditor according to approved current account.
Approval of Remuneration Report
The general meeting resolved, in accordance with the board’s proposal, to approve the board’s remuneration report on remuneration to the CEO in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Performance based incentive programme (LTI 2022)
In accordance with the board’s proposal, the general meeting resolved to implement a long-term performance based incentive programme, LTI 2022. The programme is offered to up to 6 senior executives, including the CEO, and 7 other executives and key employees (total of 13 employees) and up to 21 senior managers within the Concentric group, who, provided an own investment in Concentric shares, are offered employee stock options that, under certain conditions, give participants the right to acquire Concentric shares after a three-year lock-up period.
The LTI 2022 is expected to result in costs of approximately MSEK 3.4 annually for Concentric if participants invest to their individual limits, the performance criteria are met and an annual share price growth of 15 per cent is assumed. In addition to this, social security charges will apply in the year of vesting, 2025. Social security charges are expected to amount to approximately MSEK 1.2 annually based on the same assumptions.
Issue of warrants and approval of transfer of warrants
As one of several options to secure a cost-efficient supply of Concentric shares for transfer under the LTI 2022, the general meeting adopted the board's proposal to issue, free of charge, 211,000 warrants to its wholly-owned subsidiary Concentric Skånes Fagerhult AB. Should the board choose the option to utilize the warrants for delivery of shares under the LTI 2022, the dilution effect will total 0.5 per cent, otherwise the warrants will lapse and the dilution effect be nil.
Furthermore, the general meeting resolved to approve that Concentric Skånes Fagerhult AB, on one or more occasions, may transfer warrants to the participants in LTI 2022 in accordance with the terms and conditions of LTI 2022, and otherwise dispose of the warrants in order to cover costs related to, or fulfil obligations occurring under, LTI 2022.
Acquisitions and transfers of own shares
In accordance with the board’s proposal, the general meeting resolved to authorise the board to acquire and/or transfer own shares, which in the latter case may be resolved on with deviation from the shareholders’ preferential rights, on one or more occasions until the annual general meeting 2023.
Acquisition of the company’s own shares shall be made on Nasdaq Stockholm, for the purpose of, being able to improve the company’s capital structure and to enable share transfers in accordance with the authorisation for the board to transfer own shares and resolution on transfer of own shares to participants in LTI 2019-2022, to increase the flexibility for the board in connection to potential future corporate acquisitions, as well as to cover costs for LTI 2019-2022 and enable delivery of shares in accordance with LTI 2019-2022. The company’s total holdings of own shares must not at any time exceed 10 per cent of the total number of shares in the company.
Transfer of the company’s own shares may be done for the purpose of, being able to improve the company’s capital structure, to cover costs relating to LTI 2019-2022 as well as to increase the flexibility of the board in connection to potential future corporate acquisitions, by facilitating a fast and cost-efficient financing by divesting holdings of own shares. Transfer of own shares can be made either on Nasdaq Stockholm or in another manner, and the maximum number of shares that may be transferred is the total number of own shares held by the company at the time of the board’s resolution to transfer the shares.
In accordance with the board’s proposal, the general meeting also approved transfers of own shares to participants in the LTI 2022 on the terms and conditions that apply for the incentive programme.
Transfer of own shares to an employee share ownership trust
In accordance with the board’s proposal and to enable a tax efficient delivery of shares under LTI 2022 to participants resident in the United Kingdom, the general meeting resolved that the company should be able to invite those participants to take part in a Joint Share Ownership Plan (“JSOP”). Using the JSOP will not change any terms specified in LTI 2022 and the total costs for using the JSOP are expected to be in line with those specified in the board’s proposal on LTI 2022.
To facilitate the JSOP, the general meeting resolved on transfer of own repurchased shares to an employee share ownership trust equal to the maximum number of share options which may be awarded to participants who elect to join the JSOP. As specified within the terms of a joint ownership agreement, these shares will be jointly owned by the employee share ownership trust and the respective participant. The general meeting resolved that transfer of own shares may be made with deviation from the shareholders’ preferential rights.
For further information, please contact Lennart Lindell, telephone: +46 766-104 004.
Concentric AB is an innovator in flow control and fluid power, supplying proprietary systems and components to the world’s truck, agricultural machinery, construction equipment and industrial applications end-markets. The company has a global manufacturing presence including in the UK, USA, Germany, Sweden, India and China. Concentric’s focus is to develop world class technology with innovative solutions that meet the sustainability needs of our customers. Concentric offers engine products including lubricant, coolant and fuel pumps, hydraulic products encompassing gear pumps and power packs, and finally several key technologies for the fast growing market for electrical and hybrid powertrains. In 2021, The Group had a turnover of MSEK 2,115 and circa 1,100 employees. At the end of October 2021, The Group acquired Engineered Machined Products, Inc. ("EMP"), a leading US producer of electric and mechanical water and oil pumps, electric fans, thermal management systems and precision machined components. In 2021, EMP had over 400 employees and a turnover of SEK 1,011 million. Including EMP for the whole year 2021, Concentric would have had a combined turnover of SEK 2,958 million.