Announcement from Systemair AB (publ) Annual General Meeting 2024

PRESS RELEASE, 30 AUGUST 2024

Systemair (NASDAQ OMX Stockholm: SYSR) held its Annual General Meeting on August 29, 2024 in the Systemair Expo in Skinnskatteberg, Sweden. At the meeting, 164 voting shareholders were present, alternatively submitted valid postal votes, which corresponds to 91,45 % of the total number of votes and shares in the company. The Meeting voted in favour of the Board’s and the Nomination committee’s proposal in all suggestions. The main content of the most important decisions was:

 

Dividend and discharge from liability

The Annual General Meeting (the “AGM”) resolved to approve the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2023/2024. The Board’s proposal of a dividend of SEK 1.20 per share was approved. The record date was set to Monday, September 2, 2024. The dividend will be paid on Thursday, September 5, 2024 through Euroclear Sweden AB.

The AGM granted the Board and the CEO discharge from liability for the financial year 2023/2024.

 

Board

The AGM resolved that the number of Board members shall be five, with no deputy members. The AGM resolved to re-elect Carina Andersson, Gerald Engström, Patrik Nolåker, Gunilla Spongh and Niklas Engström. As Board member. Gerald Engström was re-elected Chairman of the Board. The AGM resolved to approve the proposed remuneration to the Board announced in the notice convening the AGM.

 

Auditor
The AGM re-elected Ernst & Young AB as the company's auditor. The AGM resolved that the auditor's fee shall be paid in accordance with the approved invoice.

 

Renumeration report, the Board's proposal regarding guidelines for remuneration to senior executives and incentive program

The AGM resolved, in accordance with the Board's proposal, to approve the Board's remuneration report and the Board's proposal for a resolution regarding guidelines for remuneration to senior executives. The AGM resolved, in accordance with the Board's proposal, to establish a long-term share-based and performance-based incentive program (“LTIP 2024”). Pursuant to LTIP 2024 the participants are offered the opportunity to invest their own funds in shares in Systemair whereby the participants, for each share invested, may be allocated a maximum number of shares free of charge, provided that certain performance conditions are met.

 

Authorisation for the Board to acquire (repurchase) and transfer shares in the company

The AGM resolved, in accordance with the Board's proposal, to authorise the Board to decide on the acquisition (re-purchase) and sale of shares in the company. Maximum number of shares may be acquired (repurchased) so that the company's holding at any time does not exceed five per cent of all shares in the company.

 

Resolution to issue warrants within LTIP 2022

The AGM resolved, in accordance with the Board's proposal, to issue a maximum of 600,000 warrants of series 2022/2026 with deviation from the shareholders’ preferential rights.

 

Resolution to authorize the Board to issue shares

The AGM resolved to authorize the Board to issue shares in accordance with the Board’s proposal.

 

For further information, please contact:

Gerald Engström, Chairman of the Board, + 46 70 519 00 01

Roland Kasper, CEO +46 73 094 40 13

Anders Ulff, CFO + 46 70 577 40 09

 

Systemair AB, SE-739 30 Skinnskatteberg, Sweden, +46 222 440 00, www.systemair.com

 

Note: The information is available in both a Swedish and an English version for publication on August 30, 2024 at 07.00.

  

Systemair in brief
Systemair is a leading ventilation company operating in 51 countries in Europe, North America, the Middle East, Asia, Australia and Africa. The company had a turnover of SEK 12.3 billion in the 2023/24 financial year and employs approximately 6,600 employees today. Systemair has reported an operating profit yearly since 1974 when the company was founded. Over the past 10 years, growth has averaged 9.0 percent. Systemair helps to improve the indoor climate with the help of energy-efficient and sustainable products that reduce carbon dioxide emissions.
Systemair has a well-established business in growth markets. Systemair shares have been quoted on the Nasdaq OMX Nordic Exchange in Stockholm since October 2007 and are today traded on the Large Cap List. The Group comprises about 90 companies.