Annual General Meeting in Munters Group AB
At the annual general meeting in Munters Group AB held today the following main resolutions were taken.
Adoption of the income statement and the balance sheet for the company and the group
The meeting resolved on the adoption of the presented income statement and the balance sheet and the consolidated income statement and consolidated balance sheet as per 31 December 2017.
Dividend
In accordance with the Board’s proposal, the annual general meeting resolved to declare a dividend of SEK 0.30 per share. Monday 21 May 2018 was determined as record date for the payment of dividend. Distribution of the dividend by Euroclear Sweden AB is expected to commence on Thursday 24 May 2018.
Discharge from liability
The Board of Directors and the CEO were discharged from liability for the financial year 2017.
Board of Directors
The following Board members were re-elected as ordinary members of the Board of Directors in accordance with the Nomination Committee’s proposal: Christopher Curtis, Helen Fasth Gillstedt, Per Hallius, Joakim Karlsson, John Peter Leesi, Andreas Näsvik, Lena Olving, Kristian Sildeby and Joachim Zetterlund. Christopher Curtis was re-elected as Chairman of the Board of Directors.
Fees to the Board of Directors and the auditor
Board fees and fees for work in the Committees of the Board of Directors, for non-employed members of the Board of Directors elected by the annual general meeting, should be paid as follows: SEK 1,050,000 to the Chairman of the Board of Directors, SEK 400,000 to each of the other members of the Board of Directors, SEK 150,000 to the Chairman of the Audit Committee, SEK 100,000 to each of the other members of the Audit Committee, SEK 100,000 to the Chairman of the Compensation Committee and SEK 50,000 to each of the other members of the Compensation Committee. Fees to the auditor should be paid in accordance with normal standards and approved invoice.
Guidelines for the remuneration of senior executives
The meeting resolved in accordance with the Board’s proposal on guidelines for the remuneration of senior executives.
Implementation of a long-term incentive programme including resolutions on issuance of employee stock options and hedging arrangements in respect of the programme
The annual general meeting resolved in accordance with the Board’s proposal on the implementation of a long-term incentive programme in accordance with item 16 (a) in the notice of the annual general meeting and on hedging arrangements in respect of the programme through repurchase and transfer of own shares in accordance with item 16 (b) in the notice of the annual general meeting.
The programme shall comprise no more than 1,257,000 employee stock options to be granted to members of the group management and certain other key employees, approximately 75 employees in total.
Each employee stock option that is not cash settled shall entitle the holder to acquire one share in the company at an exercise price equivalent to the higher of (i) 100% of the volume-weighted average price paid for the company’s shares at Nasdaq Stockholm during a period of ten business days immediately following the date of the 2018 annual general meeting, and (ii) SEK 55.
Each cash-settled employee stock option shall entitle the holder to a cash amount equivalent to the value of one share in the company, calculated as the volume-weighted average price paid for the company’s shares at Nasdaq Stockholm during a period of ten business days immediately prior to the exercise of the option, with deduction of an exercise price determined according to the method mentioned above.
The participants shall be able to exercise the employee stock options from the third anniversary of the allotment, up to and including the fourth anniversary of the allotment.
Exercise of the employee stock options shall as a principal rule be conditional upon the programme participant still being employed with the group.
Pursuant to the Board’s proposal, the meeting resolved on hedging measures through repurchase and transfer of own shares.
The costs of the programme, based on the assumptions stated in the notice of the annual general meeting, are estimated to SEK 11.8 million.
Resolution on authorisation for the Board of Directors to issue new shares and/or convertible bonds and/or warrants
The meeting resolved in accordance with the Board’s proposal on authorising the Board of Directors to issue new shares and/or convertible bonds and/or warrants on a pre-emptive or non-pre-emptive basis. Such resolution may provide for payment in kind, payment against set-off of claims and/or on other conditions. Deviation from the shareholders’ pre-emptive rights may not be made in case of an issuance against cash payment. The number of shares that may be issued, the number of shares that convertible bonds may be converted into and the number of shares that may be subscribed for by the exercise of warrants may not exceed 18,359,780 shares in total.
For further information, please contact:
John Womack, Head of Investor Relations
Telephone: +46 706 782 499
E-mail: info@munters.com
About Munters
Munters is a global leader in energy efficient air treatment and climate solutions. Using innovative technologies, Munters creates the perfect climate for customers in a wide range of industries, the largest being the food, pharmaceutical and data center sectors. Munters has been defining the future of air treatment since 1955. Today, around 3,900 employees (including temps.) carry out manufacturing and sales in more than 30 countries. Munters reports annual net sales above 6,6 billion SEK. For more information, please visit www.munters.com