Resolutions made at the AGM 2022 in AQ Group AB

Today, AQ Group AB (publ) held its Annual General Meeting (AGM), which i.e. elected the Board, adopted the 2021 annual accounts, granted the Board and the CEO discharge from liability, and resolved on authorization for the Board to decide on a new issue of shares. The AGM also resolved on a warrant-based incentive program, that dividends shall be paid, that the Articles of Association shall be amended, that the Board’s remuneration report for 2021 is approved, and on new guidelines of remuneration and instruction to the Nomination Committee.

At the meeting, 57.06 percent of the total amount of shares and votes in the company were represented.

Income statements and balance sheets

The AGM resolved to adopt the presented income statements and balance sheets for the company and the group for the 2021 financial year.

Appropriation of the result

The AGM resolved on a dividend with a cash amount of SEK 3.33 per share. The record day for the dividend was set at 25 April 2022. The payment for the dividend is expected to take place through Euroclear Sweden AB’s care on 28 April 2022.

Discharge from liability

The AGM granted the board members and CEO’s discharge from liability for the preceding financial year.

The Board

The AGM resolved, in accordance with the Nomination Committee’s proposal, that the fees to the members of the Board shall remain unchanged in relation to the preceding year.

The AGM resolved, in accordance with the Nomination Committee’s proposal, that the number of board members shall be eight, to re-elect the board members Patrik Nolåker, P-O Andersson, Ulf Gundemark, Gunilla Spongh, Claes Mellgren, Lars Wrebo, Annika Johansson-Rosengren and Vegard Søraunet. Patrik Nolåker was re-elected as Chairman of the Board.

Auditor

The AGM resolved to re-elect the chartered auditing firm KPMG AB as auditor during the period until end of the 2023 AGM. KPMG AB has informed that Hök Olov Forsberg will be the auditor in charge. The auditor’s fee shall be paid in accordance with an approved account.

Amendment of the article of association

The AGM resolved, in accordance with the Board’s proposal, to amend paragraphs (§§) 1, 2, 4, 8, 9 and 10 as well as certain editorial changes of the articles of association.

Remuneration report 2021

The AGM resolved to approve the Board’s report regarding remuneration to senior executives for 2021.

Guidelines for compensation of senior executives

The AGM adopted the guidelines of remuneration of senior executives in accordance with the Board’s proposal.

Instruction to the Nomination Committee

The AGM resolved to adopt the Nomination Committee’s proposal for procedure for the company’s Nomination Committee.

Implementation of a warrant-based incentive program 2022-2025 and directed issue of warrants

The AGM resolved to approve the Board of Directors' proposal to establish a long-term incentive program for ca 50 key employees including a directed new issue of warrants, of a maximum of 155,000 warrants, including an increase in the share capital upon full exercise of a maximum of SEK 310,000. 

All warrants shall be issued at market price to the Participants. The price per warrant shall correspond to the market value of the warrant calculated using the customary valuation model (the so-called Black & Scholes formula). The warrant program is three years and each warrant entitles to subscription of one (1) new share in the company after 12 May 2025. The subscription price shall be set at an amount corresponding to 125 percent of the volume-weighted average price paid for the company's share on Nasdaq Stockholm during the period from and including 22 April 2022 up to and including 5 May 2022.

Authorisation

The AGM resolved, in accordance with the Board’s proposal, to authorize the Board to, on one or more occasions until the next AGM, with or without deviation from the shareholders' preferential rights subscribed for in cash, by in kind or with the right of set-off, decide to increase the company's share capital through the new issue corresponding to a maximum of ten (10) percent of the total number of shares issued by the company. The newly issues shares must be subscribed for in cash, in kind or with the right of set-off.

Complete proposals and decisions

The AGM approved all proposals submitted by the Board and the Nomination Committee. The proposals are fully set out in the previously published notice to the AGM, and the resolutions will be set out in the Minutes of the AGM, which will be published on the company's website, www.aqgroup.com.

For further information, please contact:

Patrik Nolåker, chairman of the board, telephone, +46 70-417 85 01

The information was submitted for publication at 9:00 p.m. CET on 21 April 2022.

AQ in brief

AQ is a global manufacturer of components and systems to demanding industrial customers and is listed on Nasdaq Stockholm’s main market.

The Group consists mainly of operating companies each of which develop their special skills and in cooperation with other companies, striving to provide cost effective solutions in close cooperation with the customer.

The Group headquarter is in Västerås, Sweden. AQ has, on December 31, 2021, in total about 6,500 employees in Bulgaria, Poland, Sweden, Lithuania, Estonia, China, Hungary, Mexico, Finland, Canada, India, USA, Italy, Brazil, Serbia and Germany.

In 2021 AQ had net sales of about SEK 5.5 billion, and the group has since its start in 1994 shown profit every quarter.

www.aqgroup.com