HABO, Sweden, April 25,
2023 /PRNewswire/ -- The Annual General Meeting
of AB Fagerhult (publ) was held on 25 April
2023 in Fagerhult (the "AGM").
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 2022.
Dividend
The AGM resolved to pay a dividend to the shareholders of
SEK 1.60 per share. The record date
for receiving dividend was set to 27 April
2023 and the dividend is expected to be distributed by
Euroclear Sweden AB starting on 3 May
2023.
Discharge from liability
Each of the members of the Board of Directors and the CEO were
discharged from liability for their administration of the company
during the financial year 2022.
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 1,010,000 to the Chairman of
the Board of
Directors;
- SEK 390,000 each to the other
members of the Board of Directors elected by the AGM and not
employed in the Fagerhult
Group;
- SEK 134,000 to the Chairman of
the Audit Committee and SEK 80,000
each to the other members of the Audit Committee;
and
- SEK 50,000 to the Chairman of the
Remuneration Committee and SEK 25,000
each to the other members of the Remuneration 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,
Teresa Enander and Magnus Meyer were re-elected as members of the
Board of Directors and Eva Elmstedt
was elected as new member 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 elected the auditing firm KPMG AB as auditor for the period
until the close of the next annual general meeting and the auditing
firm has announced that Authorized Public Accountant Mathias
Arvidsson will 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 2019-2022.
Principles for remuneration to senior management
The principles for remuneration to senior management were
adopted.
Remuneration Report for 2022
The AGM approved the Board of Director's report regarding
compensation pursuant to Chapter 8, Section 53a of the Swedish
Companies Act.
2023 Performance-based Share-Savings Plan
The AGM resolved to approve a performance-based share-savings plan
(the "2023 Performance-based Share-Savings Plan"). The AGM also
resolved to approve the delivery and hedging measures proposed by
the
Board of Directors for the 2023 Performance-based Share-Savings
Plan.
The program includes up to 90 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 2026, 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 2023-2025 is achieved.
The maximum number of shares in Fagerhult that can be issued in
accordance with the 2023 Performance-based Share-Savings Plan is
limited to 1,344,284, which corresponds to approximately 0.76
percent of the outstanding shares and votes.
Earnings per allotted share are limited to a maximum amount of
SEK 149, which corresponds to
approximately three times the volume-weighted average share price
for Fagerhult shares on Nasdaq Stockholm during February 2023.
The Board of Directors has estimated the average value of each
performance share right at approximately SEK
57,50. The total estimated value of the performance share
rights amounts to approximately SEK 10.4
million which corresponds to approximately 0.10 percent of
Fagerhult's market capitalization as of 1
March, 2023.
The cost of the 2023 Performance-based Share-Savings Plan in the
form of personnel costs is estimated to amount to approximately
SEK 3.75 million, which corresponds
to approximately 0.15 percent of Fagerhult's total personnel costs
during the financial year 2022.
The main motives for establishing the 2023 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 2023
Performance-based Share-Savings Plan and to be able to use
repurchased shares in connection with possible acquisitions and to
be able to adapt the company's capital structure and thereby
contribute to increased shareholder value, 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 1,344,284 repurchased shares free of
charge to participants in the 2023 Performance-based Share-Savings
Plan who are entitled to receive allotment of shares in accordance
with the terms of the program.
Company name and amendment of the articles of
association
The AGM resolved to change AB Fagerhult's company name to Fagerhult
Group AB. The resolution included an associated change in § 1 of
the company's articles association to therein include the resolved
company name Fagerhult Group AB.
Minutes with complete resolutions from the AGM will be made
available on the company's website, www.fagerhultgroup.com, no
later than 9 May 2023. A copy of
the Minutes, except the voting list, will be sent upon request to
shareholders.
Habo, 25 April 2023
This disclosure contains information that Fagerhult is obliged
to make public pursuant to the EU Market Abuse Regulation (EU nr
596/2014). The information was submitted for publication, through
the agency of the contact person, on 25-04-2023 18:38
CET.
CONTACT:
For more information, please contact:
Bodil Sonesson, President and
CEO, +46 722 23 76 02, bodil.sonesson@fagerhultgroup.com
Michael Wood, CFO, +46 730 87 46
47, michael.wood@fagerhultgroup.com
The following files are available for download:
https://mb.cision.com/Main/1781/3756519/2011368.pdf
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Fagerhult, Decisions at
the Annual General Meeting 25 April 2023
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SOURCE Fagerhult