HABO, Sweden, April 29, 2021 /PRNewswire/ -- The Annual
General Meeting of AB Fagerhult (publ) was held on 29 April 2021 (the "AGM"). In light of the
ongoing COVID-19 virus and the authorities' regulations the AGM was
carried out through advance postal voting pursuant to temporary
legislation.
A presentation by the company's CEO, Bodil Sonesson, is available on
www.fagerhultgroup.com.
All resolutions were made in accordance with the proposals of
the Board of Directors or the Nomination Committee. Complete
information regarding the proposals to the AGM is available on the
company's website, www.fagerhultgroup.com.
Income statement and balance sheets
The AGM adopted the income statement and the balance sheet for the
parent company as well as the consolidated income statement and the
consolidated balance sheet for the financial year 2020.
Dividend
The AGM resolved to pay a dividend to the shareholders of
SEK 0.50 per share. The record date
for receiving dividend was set to 3 May
2021 and the dividend is expected to be distributed by
Euroclear Sweden AB on 6 May
2021.
Discharge from liability
The members of the Board of Directors and the CEO were discharged
from liability for their administration of the company during the
financial year 2020.
Fees
The AGM resolved on fees to the members of the Board of Directors
and to the Chairman of the Board of Directors, as well as fees for
work in the committees of the Board of Directors as follows:
- SEK 950,000 to the Chairman of
the Board of Directors;
- SEK 370,000 each to the other
members of the Board of Directors elected by the AGM and not
employed in the Fagerhult Group; and
- SEK 125,000 to the Chairman of
the Audit Committee and SEK 75,000
each to the other members of the Audit Committee.
The AGM resolved that the company's auditor's fees will be paid
based on current account.
Board of Directors
The AGM elected members of the Board of Directors. Jan Svensson, Eric
Douglas, Cecilia Fasth,
Morten Falkenberg, Annica Bresky and Teresa
Enander were re-elected as members of the Board of
Directors.
Jan Svensson was re-elected as
Chairman of the Board of Directors and Eric
Douglas was re-elected as Vice Chairman of the Board of
Directors.
Auditor
The AGM re-elected the auditing firm Öhrlings
PriceWaterhouseCoopers AB as auditor for the period until the close
of the annual general meeting 2022 and the auditing firm has
announced that Authorized Public Accountant Peter Nyllinge will
continue to serve as chief auditor.
Principles for the composition of the Nomination
Committee
The principles for the composition of the Nomination Committee were
adopted. The adopted principles are in line with the principles
adopted and in force during 2019 and 2020.
Principles for remuneration to senior management
The principles for remuneration to senior management were
adopted.
Remuneration Report for 2020
The AGM approved the Board of Director's report regarding
compensation pursuant to Chapter 8, Section 53a of the Swedish
Companies Act.
2021 Performance-based Share-Savings Plan
The AGM resolved to approve a performance-based share-savings plan
(the "2021 Performance-based Share-Savings Plan"). The AGM also
resolved to approve the delivery and hedging measures proposed by
the
Board of Directors for the 2021 Performance-based Share-Savings
Plan.
The program includes up to 80 senior executives in the Fagerhult
Group. The participant in the program must acquire shares in
Fagerhult at market price to a value between 2.5 percent and 12
percent of the participant's annual base salary. Each acquired
share entitles the participant to four performance share rights
after a three-year vesting period and each performance share right
then entitles to a free share on the conditions set out below.
Following the publication of Fagerhult's interim report for the
first quarter of 2024, the participants in the program will be
allotted shares in Fagerhult, provided continued employment and
that the investment in Fagerhult shares has lasted in its entirety
during the same period. In order for the allotment of shares to
take place, it is also required that a financial performance target
related to earnings per share for the Fagerhult Group during the
financial years 2021–2023 is achieved.
The maximum number of shares in Fagerhult that can be issued in
accordance with the 2021 Performance-based Share-Savings Plan is
limited to 1,161,280, which corresponds to approximately 0.66
percent of the outstanding shares and votes.
Earnings per allotted share are limited to a maximum amount of
SEK 150, which corresponds to
approximately three times the volume-weighted average share price
for Fagerhult shares on Nasdaq Stockholm during February 2021.
The Board of Directors has estimated the average value of each
performance share right at approximately SEK
55. The total estimated value of the performance share
rights amounts to approximately SEK 9.6
million which corresponds to approximately 0.12 percent of
Fagerhult's market capitalization as of March 15, 2021.
The cost of the 2021 Performance-based Share-Savings Plan in the
form of personnel costs is estimated to amount to approximately
SEK 3 million, which corresponds to
approximately 0.13 percent of Fagerhult's total personnel costs
during the financial year 2020.
The main motives for establishing the 2021 Performance-based
Share-Savings Plan are to strengthen the company's ability to
recruit and retain employees, spread and increase shareholding
among employees and create a group-wide focus for the employees
concerned.
Authorisations to the Board regarding acquisition and
disposal of own shares
In order to secure the company's commitments under the 2021
Performance-based Share-Savings Plan, the AGM resolved to authorize
the Board of Directors to, on one or more occasions during the
period until the next annual general meeting, acquire own shares on
Nasdaq Stockholm to the extent the company holds total shares
amounts to a maximum of one tenth of all shares in the company.
Acquisitions according to the authorization must take place at a
price within the price interval registered at any given time. The
AGM further resolved to authorize the Board of Directors to
transfer a maximum of 1,161,280 repurchased shares free of charge
to participants in the 2021 Performance-based Share-Savings Plan
who are entitled to receive allotment of shares in accordance with
the terms of the program.Minutes with complete resolutions from the
AGM and with details on the advance postal voting results will be
made available on the company's website, www.fagerhultgroup.com, no
later than 11 May 2021. The AGM
Calling Notice detailing in full all of the above proposals is
available on www.fagerhultgroup.com and a copy of the Minutes,
except the voting list, will be sent upon request to
shareholders.
Habo, 29 April 2021
Contact information:
Bodil Sonesson, CEO, +46 722
23 76 02, bodil.sonesson@fagerhultgroup.com
Michael Wood, CFO, +46 730
87 46 47, michael.wood@fagerhultgroup.com
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Decisions at the
Annual General Meeting of AB Fagerhult 29 April, 2021
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SOURCE Fagerhult