Annual General Meeting 2023 in Lindab International AB (publ)
At the Annual General Meeting in Lindab International AB (publ) held today, the following resolutions were taken. The Meeting resolved the agenda items in accordance with the proposals of the Board and the Nomination Committee.
Election of Board of Directors
The Meeting resolved to re-elect as members of the Board Peter Nilsson, Viveka Ekberg, Sonat Burman-Olsson, Anette Frumerie, Per Bertland, Marcus Hedblom and Staffan Pehrson. Peter Nilsson was re-elected as Chairman of the Board.
Election of Auditor
The Meeting resolved to re-elect the audit firm Deloitte AB as the Company's auditor for the period until the end of the next Annual General Meeting.
Adoption of the Income Statement and the Balance Sheet and resolution regarding discharge from liability
The Meeting adopted the Company's and the Group's income statements and balance sheets and discharged the Board members and the CEO from liability for the financial year 2022.
Dividend
In accordance with the Board's proposal, the Meeting resolved on a dividend of SEK 5.20 per share distributed half-yearly of SEK 2.60 per share with record date 15 May and 6 November 2023.
Fees to the Board, the Auditor and the Board’s committees
The Meeting resolved the fees to the Board as follows: The fee to the Chairman of the Board shall amount to SEK 1,280,000 and the fee to each of the other Board members elected by the Annual General Meeting shall amount to SEK 515,000. The fee to each of the ordinary employee representatives shall amount to SEK 26,250. The total fee for the ordinary work of the Board amounts to SEK 4,422,500.
The Meeting resolved that the fees to the Board’s committees shall be as follows:
The Chairman of the Audit Committee shall receive a fee of SEK 200,000 and each of the other members shall receive a fee of SEK 100,000. The Chairman of the Remuneration Committee shall receive a fee of SEK 110,000 and each of the other members shall receive a fee of SEK 55,000. The total fee for the services of the Audit Committee and the Remuneration Committee shall not exceed SEK 565,000.
The Meeting resolved that the Auditor’s fee shall be paid in accordance with approved account.
Remuneration to senior executives
The Meeting resolved to approve the Board’s remuneration report pursuant to Chapter 8, Section 53a of the Swedish Companies Act (2005:551).
Call option plan for senior executives
The Meeting resolved to introduce a call option plan for senior executives in the Lindab Group (the "Call Option Plan") through a directed issue of maximum 275,000 call options under the Call Option Plan. Senior executives within the Lindab Group shall have the right to participate in the Call Option Plan and shall be divided into three different categories: Lindab's CEO shall have the right to acquire up to 100,000 call options. The remaining members of Lindab's Group Management Team (approx. 8 persons), shall have the right to acquire up to 25,000 call options each. Significant executives outside group management are awarded a maximum of 10,000 call options per person. The total number of persons offered an award, including group management, will amount to a maximum of 20 persons. A person who is not employed by the Lindab Group at the time of the Annual General Meeting but will commence their employment within the Lindab Group no later than 31 August 2023 shall be entitled to participate in the Call Option Plan.
The objective of the plan, and the reason for deviating from the shareholders' preferential rights, is to strengthen the link between the work of senior executives and the creation of shareholder value. By those means, it is considered that there will be an increased alignment of interests between the senior executives and the shareholders of Lindab International AB ("Lindab").
Authorisation for the Board to resolve on transfer of treasury shares
The Meeting authorised the Board to resolve on transfer of treasury shares on one or several occasions during the period up to the Annual General Meeting. Transfer may be made of maximum the number of shares held by the company at the time of the Board’s resolution on transfer. Transfer may take place with deviation from the shareholders' preferential rights at Nasdaq Stockholm as well as to a third party in connection with the acquisition of a company or business. Payment for shares transferred shall be made in cash, by contribution in kind or by set-off. Transfer in connection with the acquisition of a company may take place at a market value appraised by the Board. The purpose of the authorisation is to finance acquisitions by utilisation of the company's treasury shares.
