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2021-07-20

Systemair´s Annual General Meeting on 26 August 2021

Press Release, 20 July 2021

Systemair AB (publ) (NASDAQ OMX Stockholm: SYSR) with broken fiscal year 1 May to 30 April, the Annual General Meeting will be held on Thursday, 26 August 2021 at 3 p.m. in the auditorium, Systemair Expo, in Skinnskatteberg.

Convening notice to the Annual General Meeting, the proposed agenda and the proposed decisions in its entirety, is attached to this press release and published on the company's website group.systemair.com. On the website there is also a proxy form and the ability to sign up for participation in the Annual General Meeting. The notice of the Annual General Meeting will be published in Official Swedish Gazette (Post- och Inrikes Tidningar) and an announcement with information that the notice has been issued will be published in Dagens Industri, on Tuesday, 20 July 2021.

A tour in Systemair Expo will take place prior to the AGM. Those wishing to take part should assemble at 1:00 p.m. at Systemair Expo, Skinnskatteberg.

Right to attend the AGM and notification of intention to take part

Shareholders wishing to participate in the AGM must be entered in the share register maintained by Euroclear Sweden AB on the record date Wednesday, 18 August 2021 and must notify the Company of their intention to participate no later than Friday, 20 August 2021.

Registration should be done either via the form at: group.systemair.com/registration/, by phone +46 (0)222-440 00, or by post to Systemair AB, Reception, 739 30 Skinnskatteberg, Sweden. Applications shall include details of name, civic registration number/corporate registration number, address, telephone number, any assistants (no more than two) and number of shares. Shareholders represented by a proxy must issue a dated power of attorney for the proxy. The maximum period of validity for the power of attorney shall be five years from the date of issue. A power of attorney form is available on the Company’s website, group.systemair.com/se/registration/ or may be requested by writing to the address above.

Anyone representing a legal entity must present a registration certificate, or the equivalent, confirming the person’s authority to sign for the organisation. Powers of attorney, registration certificates and other authorisation documents must be available at the AGM and should, in order to facilitate admission to the meeting, be received by the Company no later than on Friday, 20 August 2021. The original copy of the power of attorney document must be shown.

To be entitled to participate in the AGM, a shareholder who has had his/her shares registered in the name of a nominee must arrange for the nominee to re-register the shares in the shareholder’s name so that the shareholder is entered in the share register on the record date, Wednesday, 18 August 2021. Such registration may be temporary (so-called voting registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as the nominee determines. Voting registrations requested by shareholders in time for the registration to be made by the nominee by Friday 20 August 2021 will be taken into account in the presentation of the share register.

Postal voting

Shareholders may exercise their voting rights at the AGM by postal voting. A special form must be used for postal voting. The form is available on the company's website, group.systemair.com and can also be provided by mail to shareholders who request it. Postal votes must be received by the Company no later than Friday, 20 August 2021. Completed forms, including any attachments, should be emailed to agm@systemair.se. Alternatively, the original voting document(s), completed, should be sent by post to Systemair AB, ”Årsstämma”, Industrivägen 3, SE-739 30 Skinnskatteberg, Sweden. Submission of the form is valid as notification to participate in the Annual General Meeting. If the shareholder is a legal entity, a copy of the entity’s registration certificate or equivalent authorisation document for the legal entity should be attached to the form. The same applies to postal voting by a proxy on behalf of the shareholder. Shareholders may not attach special instructions or conditions to their postal vote. If they do so, their vote will be declared invalid in its entirety. Further instructions are provided on the postal voting form.

Proposed agenda

1)   Declare the meeting open and elect a chairman for the meeting.

2)   Prepare and approve the list of voters.

3)   Elect one or two persons to verify the minutes.

4)   Determine whether the annual general meeting has been duly convened.

5)   Approve the agenda.

6)   Report on the work of the Board of Directors and its committees.

7)   Presentation of the annual accounts and the consolidated accounts followed by the Chief Executive Officer’s report on the business.

8)   Presentation of audit report and audit report on the consolidated accounts, as well as auditor’s statement of opinion on compliance with the guidelines on remuneration to senior executives, which have applied in the period since the preceding AGM.

9)   Resolutions on:

a)   adoption of the income statement and balance sheet, along with the consolidated income statement and the consolidated balance sheet for the 2020/21 financial year;

b)   disposition of the Company’s profit or loss according to the balance sheet adopted;

c)   discharge from liability to the Company for the CEO and the members of the Board.

10)   Resolution on the number of members of the Board.

11)   Resolution on fees to the Board and auditor.

12)   Election of Board of Directors, Chairman and auditor.

13)   Resolution on nominating committee.

14)   Decision on the approval of the remuneration report

15)   Resolution on the Board’s proposal for guidelines on remuneration and other terms of employment for senior executives.

16)   Resolution on a) amendment of the Articles of Association and b) division of shares (so-called share split)

17)   Resolution on establishment of an incentive programme (LTIP 2021) by a) issuing warrants to the subsidiary Kanalfläkt Industrial Service AB and b) approving the transfer of warrants to employees of the company or its subsidiary.

18)   Resolution on the Board’s proposal for authorisation to decide on a new share issue.

19)   Resolution to amend the Articles of Association.

20)   Closing of the meeting.

Proposed resolutions:

Shareholders, together representing 68.58 percent of the voting rights of all shares in the Company, have notified the Company that they support the proposals under items 1, 9, 10, 11, 12, 13, 14, 15, 16 and 17 below.

1. Declare the meeting open and elect a chairman for the meeting.
The Nomination Committee for the Annual General Meeting 2021, which has consisted of Chairman Ulrik Grönvall appointed by Swedbank Robur Fonder and the members Gerald Engström, appointed by Färna Invest AB, Henrik Didner appointed by Didner & Gerge Fonder AB, proposes that Gerald Engström be elected Chairman of the Meeting.

9. b Appropriation of profit
The Board of Directors proposes a dividend of SEK 3.00 per share. Monday, 30 August 2021 is proposed as the record date for the dividend. If the AGM resolves in accordance with the proposal, it is estimated that Euroclear Sweden AB will be able to pay the dividend on Thursday 2 September 2021.

10. Number of Board members
The nominating committee proposes that during the next mandate period the Board shall consist of six regular members elected by the AGM and no deputies.

11. Resolution on fees to the Board and auditor.
The Nomination Committee proposes that the remuneration of the Board of Directors shall be SEK 750,000 (600,000) to the Chairman of the Board, SEK 500,000 to the Vice Chairman and SEK 315,000 (300,000) to each of the other members elected by the AGM.

Remuneration to the Audit Committee is proposed to be increased to a total of SEK 150,000 (90,000), of which SEK 100,000 (60,000) for the Chairman of the Committee and SEK 50,000 (30,000) to the other member.

Remuneration of the Remuneration Committee is proposed to be increased to a total of SEK 50 000 (25 000), of which SEK 30 000 (25 000) for the Chairman of the Committee and SEK 20 000 (0) for the other member.

The total remuneration to the members elected by the AGM shall amount to SEK 2,710,000 (2,315,000).

It is proposed that the auditor’s fees shall be paid according to approved invoices.

12. Election of Board of Directors, Chairman and auditor.
The Nomination Committee proposes the re-election of the Board members Carina Andersson, Gerald Engström, Svein Nilsen, Patrik Nolåker and Gunilla Spongh, as well as the election of Niklas Engström. Gerald Engström is proposed for re-election as Chairman of the Board. It is proposed that Patrik Nolåker be elected to serve as Vice-Chairman of the Board, which is a new role on the Board.

Niklas Engström was born in 1978 and holds a degree in Economics with an international focus from Stockholm University. Niklas is currently CEO of RVM Systems. Niklas has previously worked for Systemair as an export sales representative, subsidiary manager and Director of Business Development. Niklas is the son of Gerald Engström, who is Systemair's main shareholder through the company Färna Invest AB, which controls 42.82 percent of the shares in Systemair. Niklas is therefore not considered independent of the Company's largest shareholders. Niklas holds 1,621 own shares in the Company.

In accordance with the recommendation of the Audit Committee, It is proposed that Ernst & Young AB, auditors, be re-elected as the Company’s auditor for a period of one year. Ernst & Young intends to appoint Authorised Public Accountant Johan Holmberg as auditor in charge.

13. Resolution on nominating committee.
The Nomination Committee proposes that the Annual General Meeting adopt the following principles for the appointment of the Nomination Committee, to apply until further notice.

The chairman should be instructed to contact the three biggest shareholders or shareholder groups in terms of votes, according to Euroclear Sweden AB’s printout of the share register on 31 January of the current year, and request them each to appoint one representative to serve on the nominating committee. In the event that any of the three biggest shareholders or shareholder groups has no wish to appoint such a representative, the fourth biggest shareholder or shareholder group shall be requested, and so on, until the nominating committee comprises three members. The chairman shall then convene the first meeting of the nominating committee.

The nomination committee appoints a chairman from among its members. If a member resigns from the nominating committee before his/her work is complete, a replacement representing the same shareholder shall take the member’s place, if the committee judges this appropriate. If this shareholder is no longer ranked as one of the three biggest shareholders, a replacement representing the next biggest shareholder shall take the shareholder’s place. In the event that ownership circumstances otherwise change materially before the work of the nominating committee is complete, the composition of the nominating committee may be adjusted in a way that the nominating committee sees fit. Any change in the composition of...

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