Systemair´s Annual General Meeting on 26 August 2020
Press Release, 30 July 2020
Systemair AB (publ) (NASDAQ OMX Stockholm: SYSR) with broken fiscal year 1 May to 30 April, the Annual General Meeting will be held on Wednesday, 26 August 2020 at 3 p.m. in the auditorium, Systemair Expo, in Skinnskatteberg.
Convening notice to the Annual General Meeting, the proposed agenda and the proposed decisions in its entirety, is attached to this press release and published on the company's website group.systemair.com. On the website there is also a proxy form and the ability to sign up for participation in the Annual General Meeting. The notice of the Annual General Meeting was published in Official Swedish Gazette (Post- och Inrikes Tidningar) and an announcement with information that the notice has been issued was published in Dagens Industri, on Wednesday, 29 July 2020.
As a precautionary measure to reduce the risk of spreading covid-19 it has been decided that no drinks or refreshments will be served before or after the AGM. Presentations from the CEO and Chairman will be minimized and some restrictions will be imposed in terms of the number of present non-shareholders. In addition to the Chairman of the Board and the CEO, Board members and persons in the management group will attend the meeting to a limited extent.
Concerning the authorities’ regulations, Systemair would like to urge all shareholders to carefully consider the possibility of using the option of postal voting instead of physically attending the meeting. If you are experience illness symptoms such as a cold, cough, sore throat or fever, Systemair wants you to refrain from attending. This is to avoid further spread of infection. Systemair is closely monitoring future developments and will, if necessary, update the information on the company’s website.
Right to attend the AGM and notification of intention to take part
Shareholders wishing to participate in the AGM must be entered in the share register maintained by Euroclear Sweden AB on the record date Thursday, 20 August 2020 and must notify the Company of their intention to participate no later than 3.00 p.m. on Thursday, 20 August 2020.
Application is best submitted via a form at: group.systemair.com/registration/, by telephone at +46 (0)222-440 00 or by post to Systemair AB, Receptionen, SE-739 30 Skinnskatteberg, Sweden. Applications shall include details of name, civic registration number/corporate identity number, address, telephone number, any assistants (no more than two) and number of shares. Shareholders represented by a proxy must issue a dated power of attorney for the proxy. The maximum period of validity for the power of attorney shall be five years from the date of issue. A power of attorney form is available on the Company’s website: group.systemair.com/registration/ or may be requested by writing to the address above.
Anyone representing a legal entity must present a registration certificate, or the equivalent, confirming the person's authority to sign for the organisation. Powers of attorney, registration certificates and other authorisation documents must be available at the AGM and should, in order to facilitate admission to the meeting, be received by the Company no later than on Thursday, 20 August 2020. The original copy of the power of attorney document must be shown.
To be entitled to participate in the AGM, a shareholder who has had his/her shares registered in the name of a nominee must arrange for the nominee to re-register the shares in the shareholder's name so that the shareholder is entered in the share register on the record date, Thursday, 20 August 2020. Any such re-registration may be temporary. This means that the shareholder must inform his/her nominee in good time prior to the said date.
Postal voting
Shareholders can exercise their voting rights at the AGM by postal vote. In the case of a postal vote, a special form is used, which is available on the company's website, www.group.systemair.com. The postal voting form can also be obtained from the company. For the decision points on the agenda on which the Board or the Nomination Committee has submitted proposals is an opportunity to vote Yes or No, which is clearly stated in the postal voting form. You can also refrain from that vote in individual decision points. The postal vote must reach the company no later than August 21, 2020. Complete forms, including any attachments, are sent by e-mail to agm@systemair.se or by mail in original to Systemair AB, "Annual General Meeting", Industrivägen 3, 739 30 Skinnskatteberg. If the shareholder is a legal person a copy of the certificate of registration or the corresponding authorization document for the legal person must be attached to the form. The same applies if the shareholder votes by post through agents. The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions can be found in the postal voting form.
Proposed agenda
1) Declare the meeting open and elect a chairman for the meeting.
2) Prepare and approve the list of voters.
3) Elect one or two persons to verify the minutes.
4) Determine whether the annual general meeting has been duly convened.
5) Approve the agenda.
6) Report on the work of the Board of Directors and its committees.
7) Presentation of the annual accounts and the consolidated accounts, followed by the Chief Executive Officer’s report on the business.
8) Presentation of audit report and audit report on the consolidated accounts, as well as auditor’s statement of opinion on compliance with the guidelines on remuneration to senior executives, which have applied in the period since the preceding AGM.
9) Resolutions on:
a) adoption of the income statement and balance sheet, along with the consolidated income statement and the consolidated balance sheet for the 2019/20 financial year;
b) disposition of the Company’s profit according to the balance sheet adopted;
c) discharge from liability to the Company for the CEO and the members of the Board.
10) Resolution on the number of members of the Board.
11) Resolution on fees to the Board and auditor.
12) Election of Board of Directors, Chairman and auditor.
13) Resolution on nominating committee.
14) Resolution on the Board’s proposal for guidelines on remuneration and other terms of employment for senior executives.
15) Resolution on the Board’s proposal for authorisation to approve a new share issue.
16) Closing of the meeting.
Proposed resolutions
Shareholders who together represent 69.38 percent of all votes in the Company have notified the Company that they support the proposals expressed in sections 1, 9, 10, 11, 12, 13, 14 and 15, below.
1. Declare the meeting open and elect a chairman for the meeting.
The nominating committee serving until the 2020 AGM, comprising Chairman of the Board Gerald Engström, representing Färna Invest AB, and members Björn Henriksson representing Nordea Fonder and Lennart Francke representing Swedbank Robur Fonder, propose that Gerald Engström be elected as chairman of the meeting.
9. b Dividend
The Board of Directors proposes that no dividend be paid for the financial year 2019/20 and that at the disposal of the Annual General Meeting's standing funds of SEK 1,705,759,197 be balanced in a new account.
10. Number of members of the Board of Directors
The nominating committee proposes that during the next mandate period the Board shall consist of five regular members elected by the AGM and no deputies.
11. Proposed fees to Board and auditors
The nominating committee proposes that the fees paid to the Board shall amount to SEK 600,000 (600,000) to be payable to the Chairman and SEK 300,000 (300,000) to each of the directors elected at the AGM. In addition, an extra fee of SEK 400,000 (400,000) is proposed for the Chairman as remuneration for work on the Company’s acquisition and strategic matters.
It is proposed that fees to the audit committee shall remain unchanged to SEK 90,000 (90,000), made up of SEK 60,000 (60,000) to the chairman of the committee and SEK 30,000 (30,000) to the other committee member.
The fee to the Remuneration Committee is proposed to be increased to a total of SEK 25,000 (0) to be paid to the Chairman of the Committee. No fee is paid to the other members.
The total fees paid to the Board shall amount to SEK 2,315,000 (2,290,000)
It is proposed that the remuneration paid to the employee representatives shall be unchanged to SEK 30,000 (30,000) to each employee representative.
It is proposed that the auditor’s fees shall be paid according to approved invoices.
12. Election of Board of Directors, Chairman and auditor
The nominating committee proposes that Board members Carina Andersson, Gerald Engström, Svein Nilsen, Patrik Nolåker and Gunilla Spongh be re-elected. The committee proposes that Gerald Engström be re-elected as Chairman.
It is proposed that Ernst & Young AB, auditors, be re-elected as the Company’s auditor for a period of one year, in accordance with the recommendation of the audit committee. Ernst & Young intends to appoint Authorised Public Accountant Johan Holmberg as auditor in charge.
13. Decision on Nomination Committee
The Nomination Committee proposes that the meeting adopts the following principles for the appointment of the nomination committee.
The chairman should be instructed to contact the three biggest shareholders or shareholder groups in terms of votes, according to Euroclear Sweden AB’s printout of the share register on 31 January 2021, and request them each to appoint one representative to serve on the nominating committee. In the event that any of the three biggest shareholders or shareholder groups has no wish to appoint such a representative, the fourth biggest shareholder or shareholder group shall be requested, and so on, until the nominating committee comprises three members. The chairman shall then convene the first meeting of the nominating committee.
The member representing the biggest shareholder shall be appointed as the chairman of the nominating committee. If a member resigns from the nominating committee before his/her work is complete, a replacement representing the same shareholder shall take the member’s place, if the committee judges this appropriate. If this shareholder is no longer ranked as one of the three biggest shareholders, a replacement representing the next biggest shareholder shall take the shareholder’s place. In the event that ownership circumstances otherwise change materially before the work of the nominating committee is complete, the composition of the nominating committee may be adjusted in a way that the nominating committee sees fit. Any change in the composition of the nominating committee shall be made public without delay.
No remuneration shall be paid to the members of the nominating committee. The Company shall bear any costs incurred through the work of the nominating committee. The mandate period for the nominating committee shall extend until the composition of the next nominating committee is announced.
The composition of the nominating committee shall be announced no later than six months before the 2021 AGM.
The nominating committee shall present proposals concerning the following issues for resolution at the 2021 AGM:
- proposal for chairman for Annual General Meeting 2021
- proposal for number of members of the Board of Directors
- proposal for Board fees, with respective allocations to Chairman and other Board members
- proposal for fee to the Company’s auditors
- proposal for Board of Directors and Chairman
- proposal for auditor
- proposal for rules for nominating committee to serve until the 2022 AGM
14. Board’s proposal for guidelines on remuneration and other terms of employment for senior executives
Remuneration to senior executives shall - based on the conditions in the market in which the Company operates and the environment in which the particular executive works - be competitive, enable the recruitment of new executives and motivate senior executives to remain with the Company. Senior executives refer to the CEO and other members of Group management
The system of remuneration shall consist of a fixed salary and pension but may also include variable salary and benefits such as a company car. In addition to the above, special incentive programmes approved by the AGM may apply. Fixed salary and benefits shall be determined individually based on the aforementioned criteria and the specific competence of the particular executive. Variable remuneration shall be based on results judged according to personal, clearly defined and measurable qualitative and quantitative goals. The variable salary will be paid as a proportion of the fixed salary and may equal no more than 40 percent of the total salary for the CEO and 25 percent for the group management. As a rule, pensions shall be paid through defined contribution plans and not to exceed 35% of the fixed salary. The size of the pension shall adhere to the same criteria as above and be based on fixed salary. The Board is entitled to depart from these guidelines if justified in any particular case.
For the President, a notice period of twelve months applies in the event of termination by the Company and a notice period of six months in the event of termination by the CEO. For other senior executives, the notice period applies according to collective agreements or at most twelve months from the company and six months from the employee. No severance pay has been agreed for the CEO or other senior executives.
Share-based and share-based incentive programs shall be approved by the AGM
15. Authorisation for the Board to approve the issue of new shares
The Board proposes that the AGM resolve to authorise the Board, on one or more occasions during the period until the next AGM, with or without deviation from the preferential rights of the shareholders, to decide to increase the Company’s share capital by issuing new shares. On the basis of that authorisation, the Company may issue new shares equal to no more than ten percent of the number of shares in the Company in issue at the time of the 2020 AGM. Any such issue shall be made on market conditions, with the right reserved to offer an issue discount where appropriate. The authorisation shall include the right to approve a share issue with cash payment, non-cash payment, or via offsetting. The purpose of the authorisation, and the reason for possible deviation from the preferential rights of shares, is to enable company acquisitions to be financed.
In order for the AGM’s decision to be valid, the proposal must be supported by shareholders representing no less than two thirds of the votes cast and the shares represented at the meeting.
Available documents and details of the number of shares outstanding in the Company
The annual report and audit report, auditor’s statement on compliance with the guidelines on remuneration to senior executives in force since the preceding AGM, the full text of the Board’s proposed resolutions as above and other documents as required by the Swedish Companies Act will be made available to shareholders at the Company offices and on the Company’s website at group.systemair.com/registration/ no later than Tuesday, 4 August 2020, inclusive. The documents will be sent free of charge to any shareholders who request to receive them and provide their postal address. They will also be available at the AGM.
At the time of issue of this invitation, there are a total of 52,000,000 shares and votes in the Company. The Company does not hold any of its own shares in treasury.
Disclosures at the AGM
The Board of Directors and CEO shall – if any shareholder so requests and the Board considers the request may be met without significant damage to the Company – at the AGM disclose information about circumstances that may affect the judgement of an item on the agenda, circumstances that may affect judgement of the financial situation of the Company or a subsidiary and the Company’s relationship with another Group company. Anyone wishing to send questions in advance, may do so, to Systemair AB, Receptionen, SE-739 30 Skinnskatteberg, Sweden, or by e-mail to: agm@systemair.se.
Processing of personal data
Personal data about shareholders obtained from the register of shareholders, notification to attend the AGM, and information about representatives and assistants will be used for registration, preparation of the voting list for the AGM and, where applicable, in the AGM minutes. Personal Data will only be used for the AGM 2019. For further information about the Company’s processing of personal data and your rights, see the Integrity Policy of Euroclear Sweden AB via the following link
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Skinnskatteberg, July 2020
Board of Directors
Systemair AB (publ)
For further information, please contact:
Gerald Engström, Chairman of the Board, + 46 222 44 001, + 46 70 519 00 01
Roland Kasper, CEO, +46 222-440 13, + 46 73 094 40 13
Anders Ulff, CFO, + 46 222 440 09, + 46 70 577 40 09
Systemair AB, SE-739 30 Skinnskatteberg, Sweden, +46 222 440 00, group.systemair.com
For information of how your personal information is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
This information was made public by the above-mentioned contacts on 30 July 2020 at 10:00.
Systemair in brief
Systemair is a leading ventilation company with operations in 50 countries in Europe, North America, South America, the Middle East, Asia, Australia and Africa. The Company had sales of SEK 8.9 billion in the 2019/20 financial year and employs approximately 6,200 people. Systemair has reported an operating profit every year since 1974, when the company was founded. Over the past 10 years, the Company's growth rate has averaged about 11 percent. Systemair contributes to enhance the indoor environment with energy efficient and sustainable products that reduce carbon dioxide emissions.
Systemair has well-established operations in growth markets. The Group's products are marketed under the Systemair, Frico, Fantech and Menerga brands. Systemair shares have been quoted on the Mid Cap List of the Nasdaq OMX Nordic Exchange in Stockholm since October 2007. The Group comprises about 80 companies.