Bulletin from Annual General Meeting of Serneke Group AB (publ)
The following resolutions in brief were adopted at the Annual General Meeting of Serneke Group AB (publ) (the “AGM”) on May 3, 2018:
Resolution on whether to discharge the Board Members and the CEO from liability
The AGM adopted the annual report for 2017. The Board of Directors and the CEO were discharged from liability for the financial year 2017.
The AGM resolved on a dividend of SEK 4.00 per share and that the record date for dividend shall be Monday, May 7, 2018. The dividend is expected to be paid via Euroclear Sweden AB on Friday, May 11, 2018.
Determination of fees to Board Members and auditors
The AGM resolved that fees to the Board Members shall amount to a total of SEK 2,000,000 of which SEK 750,000 shall go to the Chairman of the Board and SEK 250,000 to each of the other Board Members not employed by the Group. For work in the Audit Committee, the AGM resolved that the fee for the Chairman shall amount to SEK 100,000 and SEK 50,000 to each of the other two members of the Committee. For work in the Remuneration Committee, the AGM resolved that no extra fee shall be paid to the Chairman (since included in the ordinary remuneration for the Chairman of the Board) and SEK 25,000 each to the other two members of the Committee. The AGM resolved that the fees to the auditors be paid according to approved invoices.
Election of Board Member and Chairman of the Board
For the period until the next AGM, Kent Sander, Mari Broman, Ludwig Mattsson and Ola Serneke were re-elected. Anna-Carin Celsing and Susanne Lithander were elected as new board members. Kent Sander was re-elected Chairman of the Board.
Election of auditor
Deloitte AB was re-elected as auditor for the period until the end of the AGM 2019, with Harald Jagner to be appointed as responsible auditor.
Resolution to approve an employee ownership program
The AGM resolved in accordance with the Board's proposal to approve three employee ownership programs for 2018, 2019 and 2020 with the aim that the Programs should cover as far as possible all employees in the Group. The purpose of the Programs is to increase the ability to retain and recruit employees in the Group.
To be able to participate in the Programs, the participants are required to purchase and retain shares of Class B in Serneke during the term of the Programs. Participants who retain the Savings Shares during the Savings Period and, in addition, are employed by the Group throughout the Savings Period, will receive, after the expiration of the respective Savings Period, 0.5 shares of Class B in Serneke (the “Matching Shares”) for each Savings Share attributable to such Savings Period at no cost. In addition to Matching Shares, participants will be able to obtain additional shares of Class B in Serneke (the “Performance Shares”), provided that the participant is employed in the Group throughout the Savings Period and that certain performance conditions are met.
The maximum number of shares under included in the Programs amounts to 1,353,120 Class B shares, corresponding to approximately 5.5 percent of the number of issued shares after dilution and approximately 1.9 percent of the votes after dilution.
The AGM resolved in accordance with the Board's proposal that the Company’s obligations to deliver Matching Shares and Performance Shares under the Programs shall be secured by the Company repurchasing own Class B shares, which may subsequently be transferred free of charge to participants in the Programs. The AGM authorized the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve to repurchase a total of 1,778,271 own Class B shares. The authorization to repurchase shares is also including the number of Class B shares required to secure certain costs related to the Programs, mainly social security contributions.
Resolution regarding the adoption of guidelines for remuneration to senior executives
The AGM approved, in accordance with the Board's proposal, the guidelines for remuneration and other employment terms for senior executives.
Board resolution regarding the repurchase of shares
At the constituent board meeting following the AGM, the Board of Directors of Serneke Group AB resolved to utilize the authorization for repurchase of own shares granted at the AGM. Repurchases can only be made of a total of 1,778,271 Class B shares in Serneke Group AB, on one or more occasions, but not later than the AGM 2019. Acquisitions shall take place at Nasdaq Stockholm and at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price. Payment for shares repurchased shall be in cash.
The purpose of the authorization is to ensure the delivery of Matching Shares and Performance Shares to participants pursuant to the Programs, as well as to hedged costs of the Company, mainly social security contributions, attributable to these programs
For additional information, please contact:
Michael Berglin, vice VD Serneke Group
Anders Düring, CFO Serneke Group
This information is such that Serneke is required to disclose under the EU Market Abuse Regulation. The information was submitted under the auspices of the contact person stated above, for publication on 3 May 2018 at 08.00 p.m. CET.
Serneke is a rapidly growing corporate group active in construction, civil engineering, project development and property management. The Group was founded in 2002 and has today an income of SEK 5,6 billion and over 1,000 employees. Through novel thinking, the Company drives development and creates more effective and more innovative solutions for responsible construction. The Company builds and develops housing, commercial buildings, industrial facilities, public buildings, roads and civil engineering projects, and other infrastructure. The Company’s customers are public and commercial clients, and operations are focused on the three metropolitan regions in Sweden, Gothenburg (Region West), Stockholm (Region East) and Malmö (Region South). Serneke’s headquarters are located in Gothenburg and the Company also has offices in Stockholm, Malmö, Alingsås, Borås, Halmstad, Helsingborg, Skövde, Strömstad, Trollhättan, Uppsala, Varberg and Växjö.. The Company’s Series B shares (SRNKE) have been listed on the Nasdaq Stockholm exchange since November 2016.
Further information about Serneke is available at www.serneke.group