Announcement from Annual General Meeting in Nordisk Bergteknik AB (publ)
An Annual General Meeting was held in Nordisk Bergteknik AB (publ) (the ‘’Company’’) on May 25, 2023. A summary of the decisions made at the Annual General Meeting follows below. All resolutions have been made with required majority and in accordance with the proposals presented.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet and discharge of liability
The Annual General Meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet regarding the 2022 financial year. The Annual General Meeting decided, in accordance with the Board of Director’s proposal, to approve the remuneration report presented at the meeting. The Annual General Meeting further decided to grant each member of the Board and the CEO discharge of liability regarding the 2022 financial year.
Decisions regarding the disposition of the Company’s result
The Annual General Meeting decided that the profits at the disposal of the Annual General Meeting, amounting to SEK 1,019,656,953, shall be disposed as follows. A total amount of SEK 57,237,867, corresponding to SEK 1 per share eligible for dividend shall be distributed to the shareholders and SEK 962,419,086 shall be carried forward to a new account. Furthermore, it was resolved, in accordance with the Board’s proposal, to determine May 29, 2023 as the record date for dividend.
Board members, chairman of the board and auditors
The Board shall consist of five ordinary members elected by the Annual General Meeting and no deputies. Mats O. Paulsson, Victor Örn, Ljot Strömseng, Göran Näsholm and Marie Osberg was re-elected as ordinary board members. Mats O. Paulsson was re-elected as chairman of the Board until the 2024 Annual General Meeting
The Company shall have one auditor and no deputy auditor. The registered auditing company KPMG with the authorised auditor Daniel Haglund was re-elected as company auditor until the 2024 Annual General Meeting.
The Annual General Meeting decided that a fixed yearly remuneration of in total SEK 1,605,000 shall be paid to the Board, whereof SEK 466,000 shall be paid to the chairman of the Board, SEK 362,000 to the deputy chairman of the Board and SEK 259,000 to each Board member.
It was further resolved that the remuneration to the chairman of the Audit Committee shall amount to SEK 78,000 and SEK 52,000 shall be paid to each member of the Audit Committee and SEK 52,00 shall be paid to the chairman of the Remuneration Committee and SEK 31,000 to each member of the Remuneration Committee. It was further decided that remuneration to the auditor shall be paid in accordance with an approved invoice.
Instructions and remuneration to the nomination committee
The Annual General Meeting resolved, without changes, to adopt the guidelines for the appointment of the members of the Nomination Committee and the instructions for the Nomination Committee until the next Annual General Meeting, meaning that, inter alia, the Nomination Committee shall consist of four members, each representing one of the three largest shareholders on the last banking day of September who wish to appoint one member. In addition to this, the chairman of the Board shall also be a member of the Nomination Committee. No remuneration shall be paid to the members of the Nomination Committee, however, the Company shall be liable for reasonable costs associated with the Nomination Committee's assignment.
Decision to authorise the Board of Directors to decide on a new issue of shares, warrants and convertibles
The Annual General Meeting decided to authorise the Board of Directors to, until the next Annual General Meeting, on one or more occasions, with or without deviating from the shareholders’ pre-emptive rights, resolve on new issues of shares and/or issues of warrants, entitling the holders to subscribe for new shares and/or issues of convertibles, entitling the holders to convert the convertibles to new shares.
The maximum number of shares to be issued under this authorisation together with any shares possibly issued in connection with use of options and converting of convertibles shall not exceed 5,723,786 shares. The authorisation of issuance of shares may be used in connection with acquisitions of companies and/or other capital raising.
Adoption of a new Articles of Association
The Annual General Meeting resolved to adopt an updated Articles of Association with amendment of item 8 regarding shareholders’ right to participate in a general meeting. The amendment grants an opportunity for the Board of Directors to collect proxies in accordance with the Companies Act Chapter 7 Section 4, an opportunity for the Board of Directors to resolve on that shareholders may exercise their voting right by postal voting prior to the general meeting, and that shareholders who wish to participate in the general meeting must notify their intention to do so. Furthermore, the amendment means that shareholders may bring a maximum of two assistants to the general meeting under certain conditions and grants an opportunity for the Board of Directors to decide on non-shareholders right to attendance at the meeting.
The decisions in their entirety
The adopted guidelines and the decisions in their entirety can be found on the Company's website, www.nordiskbergteknik.se.
The information was submitted, through the care of the contact persons below, for publication on 25 May 2023 at 17:00 CEST.
For further information, contact:
Andreas Christoffersson, CEO, +46 70-621 19 28, andreas.christoffersson@bergteknikgroup.com
Johan Lundqvist, CFO, +46 76-392 71 21, johan.lundqvist@bergteknikgroup.com
About Nordisk Bergteknik
Nordisk Bergteknik has a clear growth strategy with the objective to contribute to the development of a future sustainable society. Our companies are specialists within rock handling and foundation solutions, and through compassion and skill they are able to combine demand with the surrounding natural conditions. To be involved at an early stage in building modern societal functions is our everyday life, our home ground and our future.