Report from the Annual General Meeting of Alimak Group AB on May 4, 2023
Alimak Group AB held its annual general meeting on Thursday, May 4, 2023.
The main resolutions passed at the meeting were as follows. More detailed information about the contents of the resolutions may be obtained from the complete notice of the annual general meeting and the complete proposals, which are available on the company’s website.
Adoption of balance sheets and profit and loss accounts
It was resolved at the meeting to adopt the profit and loss account and balance sheet, as well as the consolidated profit and loss account and consolidated balance sheet for the financial year 2022.
It was resolved at the meeting, in accordance with the Board’s proposal, that a dividend of SEK 1.82 per share would be paid, the record date being Monday, May 8, 2023. Dividends are expected to be distributed by Euroclear Sweden AB on Thursday, May 11, 2023.
Discharge from liability
The meeting discharged the Directors and the CEO from liability towards the company for the financial year 2022.
Directors and auditors
Helena Nordman-Knutson, Tomas Carlsson, Sven Törnkvist, Johan Hjertonsson, Petra Einarsson and Ole Kristian Jødahl were re-elected as Directors. Zeina Bain was elected as new Director. Johan Hjertonsson was re-elected Chair of the Board.
The registered accounting firm Ernst & Young AB was reappointed auditor of the company.
It was resolved at the meeting that the fee to be paid for the period until the end of the next annual general meeting, will be SEK 870,000 for the Chair of the Board and SEK 350,000 each for other Directors elected by the annual general meeting. However, no fee shall be paid to Directors who are employed by the company. In addition, SEK 118,000 is payable to the Chair of the Audit Committee and SEK 86,000 to other members of the Audit Committee, SEK 80,000 to the Chair of the Remuneration Committee, and SEK 58,000 to other members of the Remuneration Committee.
It was resolved at the meeting that fees would be paid to the auditor in accordance with approved invoices.
Nomination Committee instructions
In accordance with the Nomination Committee’s proposal, it was resolved at the meeting to adopt instructions for the Nomination Committee, to apply until new instructions are decided on.
Approval of Remuneration Report
It was resolved at the meeting to approve the Board’s report on remuneration.
Call Option Program 2023
It was resolved at the meeting, as proposed by the Board, to adopt a call option program for the CEO, Members of the group management, executive management in the divisions and certain employees at the group functions, call option program 2023. The duration of the program is maximum four years and will be offered to a maximum of 65 participants within the Alimak Group.
The terms of the call options will be based on market terms following established principles. The option premium will be 10 per cent of the recorded volume weighted average share price for the Alimak Group share during ten days prior to the date of issue.
The maximum number of shares which may be allotted under call option program 2023 is 1,075,000, corresponding to 1.0 percent of the outstanding shares and votes in the company at the time of issue of the notice to the Annual General Meeting 2023. In order to ensure delivery of shares under the call option program, the Board primarily intends to transfer repurchased shares to the participants of the call option program.
Acquisition and transfer of own shares
It was resolved at the meeting, in accordance with the Board’s proposal, to authorise the Board to, on one or more occasions until the annual general meeting of 2024, resolve on acquisition and/or transfer of own shares, the latter may be resolved on with deviation from the shareholders’ preferential rights.
Acquisition of own shares may be made through an offer directed at all shareholders or on Nasdaq Stockholm. Own shares may be acquired to the extent the company’s holdings of own shares in total amounts to no more than one tenth of all shares in the company. Acquisition of own shares on Nasdaq Stockholm shall be made in cash and at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price.
The reasons for the proposed authorisation to repurchase own shares and to transfer own shares are to adjust the company’s capital structure, create value for shareholders, provide the opportunity to offer own shares as payment in relation to acquisitions, be able to meet commitments under call option programs and to cover the costs of issued call option programs.
Transfer of own shares may be made either on Nasdaq Stockholm or in another manner with the maximum number of shares that may be transferred being the total number of own shares held by the Company at the time of the Board’s resolution to transfer the shares.
In accordance with the Boards proposal, the annual general meeting resolved on transfer of 1,075,000 shares to the 65 participants in Call Option Program 2023, transfer of 483,000 shares to the 34 participants in Call Option Program 2021 and transfer of 498,150 shares to the 35 participants in Call Option Program 2022 according to the terms and conditions set out in the respective call option program.