Announcement from Systemair AB (publ) Annual General Meeting 2022
Press Release, 25 August 2022
Systemair (NASDAQ OMX Stockholm: SYSR) held its Annual General
Meeting on August 25, 2022 in the Systemair Expo in
Skinnskatteberg, Sweden. At the meeting, 104 voting shareholders
were present, alternatively submitted valid postal votes, which
corresponds to 90,48 % of the total number of votes and shares. The
Meeting voted in favour of the Board’s and the Nomination
committee’s proposal in all suggestions. The main content of the
most important decisions was:
Adoption of income statement and balance sheet, dividend
and discharge from liability
The Annual General Meeting resolved to approve the income
statement and balance sheet as well as the consolidated income
statement and the consolidated balance sheet for the financial year
2021/2022. The Board’s proposal of a dividend of SEK 0.90 per share
was approved. The record date was set to Monday, August 29, 2022.
The dividend will be paid on Thursday, September 1, 2022 through
Euroclear Sweden AB.
The AGM granted the Board members and the CEO discharge from
liability towards the company for the financial year 2021/2022.
Board and auditor
The Annual General Meeting resolved to re-elect the Board
members Carina Andersson, Gerald Engström, Patrik Nolåker, Gunilla
Spongh and Niklas Engström. Svein Nilsen declined to stand for
re-election.
Gerald Engström was re-elected Chairman of the Board. Patrik
Nolåker was re-elected as Deputy Chairman of the Board.
The Annual General Meeting resolved to approve the proposed
remuneration to the Board announced in the notice convening the
meeting.
The AGM re-elected Ernst & Young AB as the company's
auditor. The AGM resolved that the auditor's fee shall be paid in
accordance with the approved invoice.
The Annual General Meeting resolved, in accordance with the
Board's proposal, to approve the Board's remuneration report and
the Board's proposal for a resolution regarding guidelines for
remuneration to senior executives.
Nomination Committee
The Chairman of the Board is instructed to contact the three
largest shareholders or groups of owners in terms of votes,
according to Euroclear Sweden AB's printout of the share register
as of 31 January, and ask them to appoint a representative each to
the Nomination Committee.
Establishment of incentive programs (LTIP
2022)
The Annual General Meeting resolved on the introduction of an
incentive program (“LTIP 2022”) by the company carrying out a
directed issue of a maximum of 600,000 warrants of series 2022/2026
(calculated after the share split) to the company's wholly owned
subsidiary Kanalfläkt Industrial Service AB with the right and
obligation for the subsidiary to transfer the warrants to certain
key persons within the Group. The warrants will be available for
subscription of shares during three different periods during 2025
and 2026.
Authorization for the Board to decide on a new share
issue
The Annual General Meeting resolved to authorize the Board to,
on one or more occasions during the period until the next Annual
General Meeting, with or without deviation from the shareholders'
preferential rights, decide to increase the company's share capital
through a new 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 based on the number of
shares at the time when the authorization is used for the first
time. The issue shall take place on market terms, subject to a
market issue discount where applicable. The authorization shall
include the right to decide on an issue by cash payment, by payment
in kind or by set-off. The purpose of the authorization and the
reason for deviating from shareholders' preferential rights is to
enable financing of company acquisitions.
Amendment of the Articles of Association
The Annual General Meeting resolved on amendments to the
Articles of Association, whereby the company is given the
opportunity to conduct general meetings by postal vote and / or by
the Board collecting proxies. Furthermore, the AGM resolved on
certain editorial changes as well as changing the limits for the
number of shares to enable the division of shares.
For further information, please contact:
Gerald Engström, Chairman of the Board, + 46 70 519 00 01
Roland Kasper, CEO +46 73 094 40 13
Anders Ulff, CFO + 46 70 577 40 09
Systemair AB, SE-739 30 Skinnskatteberg, Sweden, +46 222
440 00, www.systemair.com
Note: The information is available in both a
Swedish and an English version for publication on August 25, 2022
at 16.30.
Systemair in briefSystemair is a leading
ventilation company with operations in 52 countries in Europe,
North America, the Middle East, Asia, Australia and Africa. The
Company had sales of SEK 9.6 billion in the 2021/22 financial year
and today employs approximately 6,800 people. Systemair has
reported an operating profit every year since 1974, when the
company was founded. Over the past 10 years, growth has averaged
9.4 percent. Systemair helps to improve the indoor climate with the
help of energy-efficient and sustainable products that reduce
carbon dioxide emissions.
Systemair has well-established operations in growth markets. The
Group's products are marketed under the Systemair, Frico, Fantech
and Menerga brands. Systemair shares have been quoted on the Nasdaq
OMX Nordic Exchange in Stockholm since October 2007 and are today
traded on the Large Cap List. The Group comprises about 90
companies.
- Pressrelease_Systemair_AGM_2022_GB
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