Press release August 1, 2018
Systemair AB (publ) (NASDAQ OMX Stockholm: SYSR) with broken fiscal year 1 may to 30 april, hold the annual general meeting on Thursday 30 August 2018 there is a 15.00 in the Auditorium, Systemair Expo, in Skinnskatteberg.
The display of the Technical centre, for those who so wish, take place in connection to the meeting with the collection there is a 13.00 at systemair’s Expo, in Skinnskatteberg.
The right to participate and notification
The right to participate in the annual general meeting who are registered as shareholders in the Euroclear Sweden AB share register the share register on the record date, Friday 24 August 2018 and has notified its participation in the annual general meeting to the company no later than Friday 24 August 2018 there is a 15.00.
Notification shall be made either via the form at: group.systemair.com/se/registration/, per telephone 0222-440 00 or by post to Systemair AB, Reception, 739 30 Skinnskatteberg. The notification should state name, personal or corporate identity number, address, telephone number, any assistants (maximum two) and number of shares stated. Please also note that any participation in fabriksvisningen must be notified at the same time. Shareholders, who are represented by proxy shall issue a dated power of attorney for the representative. Fullmaktens period of validity may be indicated to the furthest of five years from the date of issuance. A proxy form is available on the company’s website: group.systemair.com/se/registration/ and can also be requested under the address above.
The representative of a legal person shall present the certificate of registration or equivalent document certifying the company. Powers of attorney, registration certificates and other authorization documents must be available at the agm, and should, to facilitate registration at the meeting, be sent to the company at the latest by Friday 24 August 2018. The power of attorney must be presented in the original.
The who have nominee registered their shares must, in order to have the right to participate in the meeting by the trustee’s agency of the let re-register the shares in their own name, so that the shareholder is registered in the share register on the record date, Friday 24 August 2018. Such registration may be temporary. This means that shareholders must notify their nominee in good time before the said date.
1) opening of the Meeting and election of chairman at the meeting.
2) Preparation and approval of the voting list.
3) Choice of one or two persons to verify the minutes.
4) Examination of whether the meeting has been duly convened.
5) approval of the agenda.
6) Presentation of the work of the board of directors and the board committees.
7) Presentation of the annual report and the consolidated financial statements and, in connection therewith, the chief executive officer’s business report.
8) Submission of the audit report and the auditor’s report and the auditor’s opinion on whether the guidelines for remuneration to senior executives, which have applied since the preceding agm, have been followed.
9) Decision on:
(a) adoption of the income statement and the balance sheet and the group income statement and group balance statement for the financial year 2017/18.
(b) appropriation of the company’s profit according to the adopted balance sheet.
(c) the record date for the payment of dividends.
(d) discharge of the board of directors and the managing director.
10) the Decision on the number of members of the board.
11) resolution on remuneration to the board of directors and the auditor.
12) Election of the board of directors, the chairman of the board and the auditor.
13) Decision on the nomination committee.
14) the Decision of the board of directors ‘ proposal for guidelines for remuneration and other terms of employment for senior executives
15) the Decision of the board of directors ‘ proposal for authorisation to decide on the issue.
16) the conclusion.
Proposal for a decision:
Shareholders, who together represent 71,40 per cent of the votes for all shares in the company, has notified the company that they support the proposals under items 1, 9, 10, 11, 12, 13, 14 and 15 below.
1. Opening of the meeting and election of chairman at the meeting
The nomination committee for the annual general meeting in 2018, which has consisted of chairman Gerald Engström, representing Färna Invest AB, and board members Gerhard Sturm, representing ebmpapst AB and Lennart Francke, representing Swedbank Robur Funds, proposes to Gerald Engström elected to the chairman of the meeting.
9. (b)-(c) Dividend
The board of directors proposes a dividend of sek 2.00 per share. As the record date for the dividend is Monday 3 september 2018. If the meeting decides in accordance with the proposal, the dividend is expected to be paid out by Euroclear Sweden AB on or Thursday 6 september 2018.
10. The number of board members
The nomination committee proposes that the board of directors during the coming term of office shall consist of five ordinary members elected by the agm and no deputies.
11. Proposal for fees to the board of directors and auditor
The nomination committee proposes that the total remuneration shall be unchanged and amount to 2 250 000 sek (2 250 000), of which sek 550 000 (550 000) shall accrue to the chairman of the board and sek 275 000 (275 000) each, shall accrue to the board. The chairman, in addition, the proposed additional remuneration of sek 600,000 (600 000) for work with the company’s acquisition and investerarfrågor.
The remuneration of the audit committee is proposed to be deleted with a total of 75 000 sek, of which sek 50,000 to the committee chairman and sek 25,000 to the other member of the board.
Compensation to employee representatives is proposed to be unchanged and proceed with the 27 500 sek to the respective representative.
Proposes that the auditor be paid according to approved invoices.
12. The election of the board of directors, the chairman of the board and the auditor
The nomination committee proposes re-election of the members of the board Carina Andersson, Gerald Engström, Svein Nilsen, Patrik Nolåker and Hans Peter Fuchs. The chairman proposed the re-election of Gerald Engström.
To the auditor is proposed, in accordance with the audit committee’s recommendation, the re-election of the accounting firm Ernst & Young AB for a period of one year. As senior auditor, Ernst & Young intends to appoint authorised public accountant Åsa Lundvall.
13. Decision on the nomination committee
The nomination committee proposes that the general meeting adopts the following principles for appointing the nomination committee.
The board chairman be given a mandate to contact the three largest shareholders or ägargrupperna, according to Euroclear Sweden AB’s printout of the share register as of January 31, 2019, and ask them to appoint one representative each to the nomination committee. For the case that one of the three largest shareholders or ägargrupperna do not wish to appoint such a representative, the fourth largest shareholder or ägargruppen asked and so on, until the nomination committee consists of three members. The board chairman shall then convene the nomination committee to its first meeting.
To the chairman of the nominating committee shall be appointed if the member leaves the nomination committee before the work is completed, if the nomination committee deems it appropriate, a replacement representing the same shareholder, be given the place. If this no longer belongs to the three largest shareholders, a replacement from the shareholder in terms of size is second in the tour accommodated. If the ownership is otherwise significantly changed before the nomination committee’s assignment is completed shall, if the committee so decides, the amendment can be made in the composition of the committee in the manner the committee deems appropriate. Change in the composition of the nomination committee shall be published immediately.
Compensation for the members of the nominating committee shall not be deleted. Any expenses of the nominating committee’s work shall be borne by the company. The nomination committee’s mandate period runs until the composition of the next nomination committee is published.
The nomination committee’s composition shall be published not later than six months before the annual general meeting in 2019.
The nomination committee shall submit proposals on the following matters for decision to the annual general meeting in 2019:
proposal for chairman at the annual general meeting 2019
proposal for number of board members
proposal for board fees, divided between the chairman and the other members of the board of directors
proposal for fee for the auditors of the company
proposal to the board of directors and chairman of the board
proposal for auditor
proposal for rules for the nomination committee for the annual general meeting in 2020.
14. The board of directors ‘ proposal for guidelines for remuneration and other terms of employment for senior executives
Remuneration to senior executives shall — based on the market where the company operates and the environment in which each executive operates in — be competitive, enable the recruitment of new executives and motivate senior executives to remain in the company.
The compensation system shall consist of fixed salary and pension, but may also include variable salary and the professional advantages such as a company car. In addition to the above, special incentive programmes, decided by the annual general meeting, to occur. Fixed salary and benets shall be determined individually on the basis of the above criteria and the respective executive’s particular expertise. Variable salary is based on performance in relation to individual, clearly defined and measurable qualitative and quantitative targets. The variable salary is paid as a percentage of base salary and may amount to a maximum of 40 percent of the annual salary for the ceo and 25 percent for other senior executives. The pension shall, as a general rule, be defined-contribution. The extent of the pension shall be based on the same criteria as above and be based on the fixed salary. The board of directors shall be entitled to deviate from the guidelines if, in an individual case are special reasons for this.
15. Authorization for the board to decide on the issue
The board of directors proposes to the annual general meeting resolves to authorise the board to, on one or several occasions during the period until the next agm, with or without deviation from shareholders ‘ preferential rights, to decide to increase the company’s share capital through the issue of shares. With the support of the authorization, the company may issue up to a maximum of ten percent of the number of shares in the company, at the time of the annual general meeting in 2018. The issue shall be done on market terms and conditions, subject to market-based issue discount, where applicable. The authorization shall include the right to decide on a share issue with cash payment, with payment in capital contributed in kind or through set-off. The purpose of the authorisation and the reason for the deviation from the shareholders ‘ preferential rights shall be made, is to enable the financing of acquisitions.
To the general meeting’s resolutions shall be valid according to this point, it is required that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Available documents and information on the number of shares in the company
The annual report and the auditor’s report, the auditor’s report whether the guidelines for remuneration to senior executives, which have applied since the preceding agm, have been followed, the board’s complete proposal for decision according to the above, and other documents under the Swedish companies act will be held available for the shareholders at the company and on the company’s website group.systemair.com no later than Thursday 9 August 2018. The documents will be sent without charge to those shareholders who so request and state their postal address and will also be available at the annual general meeting.
Of the company existing at the time of the issuance of this notice, a total of 52 000 000 shares and votes. The company holds no own shares.
Information at the annual general meeting
The board of directors and the CEO shall, if any shareholder so requests and the board believes that it can be done without material harm to the company, at the annual general meeting provide information about circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the assessment of the company’s or subsidiaries ‘ financial situation and the company’s relation to other group companies. Anyone wishing to submit questions in advance may do so to Systemair AB, Reception, 739 30 Skinnskatteberg, or via e-mail to: email@example.com.
Skinnskatteberg in July 2018 Board of directors
Systemair AB (publ)
For further information, please contact:
Gerald Engström, chairman of the board, + 46 222 44 001, + 46 70 519 00 01
Roland Kasper, CEO, +46 222-440 13, + 46 73 094 40 13
Anders Ulff, CFO, + 46 222 440 09, + 46 70 577 40 09
Systemair AB, 739 30 Skinnskatteberg, 0222-440 00, group.systemair.com
Systemair in brief
Systemair is a leading ventilation company with operations in 50 countries in Europe, North and south America, the Middle east, Asia and south Africa. The company had a turnover of sek 7.3 billion fiscal year 2017/18, and currently has about 5 500 employees Since the founding of Systemair in 1974, the company has shown positive operating results. During the past 10 years, the average growth rate amounted to about 9 percent.
Systemair has well-established operations in emerging markets. The group’s products are marketed under the brand names Systemair, Frico, Fantech and Menerga. Systemair is since October 2007, listed on the OMX Nordic exchange in Stockholm on the list for medium-sized companies. The group comprises about 70 companies.
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Systemair AB via Globenewswire