Nederman Holding AB’s Annual General Meeting 2021
The AGM of Nederman Holding AB (publ) took place on 26 April 2021. In the light of the ongoing corona pandemic and in order to minimize the spread of the disease, the general meeting was held only through postal voting, without the possibility to attend in person, in accordance with temporary legislation.
A total of 26 824 886 shares were represented at the meeting, equivalent to 76.44 % of all shares outstanding.
The AGM adopted the presented income statements and balance sheets as well as the submitted remuneration report and granted discharge to Board members and the CEO. In addition, the resolutions stated below were passed.
Fees to the Board of Directors and the auditor
The meeting approved Board fees for 2021 to a total fee of SEK 1,885,000, of which SEK 725,000 to the Chairman of the Board and SEK 290,000 to each of the other AGM elected Board members, with the exception of the CEO. The meeting approved a remuneration for the Audit Committee of SEK 100,000 to the Chairman and SEK 65,000 to the Board member and remuneration for the Remuneration Committee of SEK 50,000 to the Chairman and SEK 25,000 to the Board member
Fees to the auditor shall be paid according to approved invoices.
Election of the Board of Directors and auditor
Johan Hjertonsson, Ylva op den Velde Hammargren, Johan Menckel, Gunilla Fransson, Sam Strömerstén and Sven Kristensson were re-elected as Board members. Johan Hjertonsson was elected as the Chairman of the Board.
Ernst & Young AB was re-elected as accounting firm, until the end of the AGM 2022 with authorised public accountant Staffan Landén as principal auditor.
Introduction of the LTI-program 2021-2022
The AGM resolved in accordance with the Board’s proposal to introduce an LTI program for the CEO, senior executives and senior management within the Nederman Group, currently comprising ten people. The scope of the program comprise the two financial years 2021 and 2022 (“LTI 2021-2022”) and shall be targeted in a way that entails that it has been a favorable development for the Company's shareholders. The LTI program shall amount to a maximum of 35 percent of an annual salary for the CEO and 14-20 percent of an annual salary for other senior executives. For outcomes, it is required that a minimum level established by the Board for accumulated earnings per share for the financial years 2021 and 2022 is achieved or exceeded. The remuneration that, according to the terms, accrues to the senior executive (net after income tax), shall be invested in Nederman shares. The shareholding must be retained by the executive for at least 3 years. Investment in shares may take place over the stock exchange or through the transfer of own shares, whereby the Board in the latter case intends to return at the 2022 AGM with a proposal for a decision on the transfer of own shares. In the event of a full outcome, the cost for LTI 2021-2022 is estimated to amount to approximately SEK 5.19 million.
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 2022. 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.
For further information, please contact:
Sven Kristensson, President and CEO, Nederman
Phone: +46 (0)42 18 87 00
email: sven.kristensson@nederman.com
Matthew Cusick, CFO
Phone: +46 (0)42 18 87 00
email: matthew.cusick@nederman.com
About Nederman
Nederman is a global leader in industrial air filtration dedicated to capturing, measuring, controlling and cleaning air to make industrial production more efficient, safe and sustainable. Based on industry leading products, solutions and services in combination with an innovative IoT platform we deliver knowledge and facts needed to optimise performance and guarantee emissions compliance.
The Nederman Group is listed on Nasdaq Stockholm. The Group has approximately 2200 employees and presence in more than 50 countries. Learn more at nedermangroup.com
Nederman Holding AB (publ), P.O. Box 602, SE-251 06 Helsingborg, Sweden.
Corporate registration number: 556576-4205
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