LINDAB INTERNATIONAL AB This is a non-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
1 (5)
Minutes taken at the Annual General Meeting in Lindab International AB (publ) held on 11 May 2023 in Grevie, Lindab Experience center
Present: | Shareholders listed in the voting register, appendix 1 |
Chairman of the Board - Peter Nilsson | |
Authorized Public Accountant - Harald Jagner | |
Chairman of the Nomination Committee - Henrik Didner | |
Others present according to § 1 |
§ 1
The Chairman of the Board of Directors, Peter Nilsson, declared the Meeting open.
Peter Nilsson presented the Nomination Committee and referred to the notice regarding the work of the Nomination Committee and informed the Meeting that the Nomination Committee has unanimously agreed regarding the proposals that are presented at the Meeting.
Henrik Didner proposed to appoint the Chairman of the Board of Directors Peter Nilsson as Chairman of the Meeting.
Peter Nilsson was electedChairman of the Meeting.
The Chairman thanked for the appointment and introduced CEO Ola Ringdahl and informed that General Counsel Ola Ranstam is appointed to keep the minutes of the Meeting.
Following a question from the Chairman, it was resolvedto approve the presence, without any rights to speak or vote, of shareholders who had failed to give timely notice of attendance at the Meeting, certain employees and other guests.
§ 2
The Meeting resolvedto handle the approval of the final voting register prior to § 7 on the agenda.
§ 3
The agenda for the Meeting was approved.
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§ 4
Lars-Olof Ottosson and Torsten Gyllensvärd were electedto approve the minutes together with the Chairman.
§ 5
Ola Ranstam stated that a notice convening the Annual General Meeting had been published on 4 April 2023 and held available on the company's website. The notice to attend had been announced on 6 April 2023 in the Swedish Official Gazette (Sw: Post- och Inrikes Tidningar). An advertisement regarding the Meeting being convened had been published in Dagens Industri on 6 April 2023.
The Meeting was declaredto have been duly convened.
§ 6
The company's CEO Ola Ringdahl presented the Group's financial year 2022. The presentation will also be posted as a video on Lindab's website, www.lindabgroup.com,after the Meeting.
In relation hereto, the shareholders were given the opportunity to ask questions to the CEO.
Continuation of § 2. Ola Ranstam presented a summary of the final voting register, appendix 1. It was resolvedto approve the presented voting register.
§ 7
The Chairman informed the Meeting that the Annual Reports for 2022 for the Parent company and the Group had been made public on 29 March 2023 and sent to shareholders upon request.
One shareholder requested that the Annual Report should state more clearly whether the Board of Directors has exercised the authorization to resolve on transfer of the company's treasury shares. The Chairman noted the request for the upcoming Annual Report.
The Meeting resolvedthat the Annual Reports for 2022 had been duly presented.
The authorized public accountant Harald Jagner presented the audit work for 2022 and summarized the auditor's report and the auditor's statement relating to remuneration to senior executives.
The shareholders were given the opportunity to ask questions to the auditor.
§ 8 a)
The Meeting resolvedto adopt the income statement and balance sheet for 2022 in respect of both the Parent company and the Group.
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§ 8 b)
The Chairman presented the proposal of the Board of Directors regarding distribution of the company's profit meaning that a dividend of SEK 5.20 per share shall be given in total for the financial year 2022. The board proposed 15 May 2023 and 6 November 2023 as record dates for the half-yearly dividend.
The Meeting resolvedin accordance with the proposal.
§ 8 c)
The Meeting resolvedthat the Board of Directors and the CEO should be discharged from liability for the management of the operations during the financial year 2022. It was noted that the members of the Board and the Managing Director did not participate in the resolution on discharge from liability for their own account.
§ 9
Ola Ranstam presented the content of the provisions in the Articles of Association regarding the number of members and deputy members of the Board of Directors.
The Chairman presented the proposal of the Nomination Committee that the number of members of the Board of Directors elected by the Annual General Meeting shall be seven without deputies.
The Meeting resolvedthat the number of members of the Board of Directors shall be seven without deputies.
§ 10
The Chairman referred to the notice concerning the Nomination Committee's proposal on remuneration to the Board of Directors.
Remuneration: | - SEK 1,280,000 to the Chairman of the Board |
- SEK 515,000 to each of the other members elected by the Meeting | |
- SEK 26,250 to each of the ordinary employee representatives |
The Meeting resolvedin accordance with the proposal.
The Chairman presented the auditors' fees for 2022 and the Nomination Committee's proposal that fees to the auditors shall be paid according to approved invoice.
The Meeting resolvedin accordance with the proposal.
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§ 11
Henrik Didner presented the proposal of the Nomination Committee regarding the election of members of the Board of Directors. The Nomination Committee proposed re-election of the Board members Peter Nilsson, Sonat Burman-Olsson, Per Bertland, Viveka Ekberg, Anette Frumerie, Marcus Hedblom and Staffan Pehrson as ordinary Board members. It was noted that all the proposed members of the Board of Directors are considered as being independent in relation to the company and management of the company as well as in relation to the major shareholders.
It was noted that the assignments in other companies of the directors proposed for re-election were presented on page 58-59 in the Annual Report.
The Meeting resolvedthat the information had been duly presented.
Peter Nilsson, Sonat Burman-Olsson, Per Bertland, Viveka Ekberg, Anette Frumerie, Marcus Hedblom and Staffan Pehrson were elected as Board members until the end of the Annual General Meeting 2024.
It was notedthat the employee organizations had informed that Pontus Andersson and Ulf Jönsson have been appointed as ordinary members of the Board of Directors, with Zeina Lindström and Oscar Funes Galindo as deputies.
Henrik Didner presented the Nomination Committee's proposal to re-elect Peter Nilsson as Chairman of the Board of Directors until the end of the Annual General Meeting 2024.
Peter Nilsson was re-electedas Chairman of the Board of Directors.
§ 12
The Chairman presented the proposal of the Nomination Committee to re-elect the public accounting firm Deloitte AB as the auditor of the company until the end of the Annual General Meeting 2024. It was noted that Deloitte AB has informed the company that authorized public accountant Harald Jagner shall be main responsible auditor.
The Meeting resolvedin accordance with the proposal.
§ 13
The Chairman presented the proposal of the Board of Directors to approve the Board's remuneration report, in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
The Meeting resolvedin accordance with the Board's proposal.
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§ 14
The proposal of the Board of Directors for a call option plan to senior executives in the Lindab Group was presented by the Chairman.
The meeting resolvedin accordance with the proposal of the Board of Directors.
It was noted that the resolution was adopted with nine tenths majority and that all represented shareholders supported the resolution except for those shareholders who announced in advance that they were voting against or abstaining.
§ 15
The Chairman presented the proposal of the Board of Directors regarding authorization on transfer of treasury shares.
The Meeting resolvedin accordance with the proposal.
It was noted that the resolution was adopted with two thirds majority.
§ 16
The Chairman declared the Meeting closed and thanked everyone who attended.
Date as above
Ola Ranstam
Peter Nilsson
Lars-Olof Ottosson | Torsten Gyllensvärd |
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Disclaimer
Lindab International AB published this content on 14 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 June 2023 07:50:08 UTC.
