Announcement from Annual General Meeting in Nordisk Bergteknik AB (publ)
An Annual General Meeting was held in Nordisk Bergteknik AB (publ) (the ‘’Company’’) on June 8, 2022. In accordance with section 4 of the Act (2022:121) on temporary exemptions to facilitate the execution of general meetings in companies and other associations, resolved not to enable physical participation. A summary of the decisions made at the Annual General Meeting follows below. All resolutions have been made with required majority and in accordance with the proposals presented.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet and discharge of liability
The Annual General Meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet regarding the 2021 financial year. The Annual General Meeting decided, in accordance with the Board of Director’s proposal, to approve the remuneration report presented at the meeting. The Annual General Meeting further decided to grant each member of the Board and the CEO discharge of liability regarding the 2021 financial year.
Decisions regarding the disposition of the Company’s result
The Annual General Meeting decided that no dividend shall be paid for the 2021 financial year and that the Company’s available funds amounting to SEK 865,577,433 including the loss of the year, shall be carried forward into a new account.
Board members, chairman of the board and auditors
The Board shall consist of five ordinary members elected by the Annual General Meeting and no deputies. Mats O. Paulsson, Victor Örn, Ljot Strömseng, Göran Näsholm and Marie Osberg was re-elected as ordinary board members. Mats O. Paulsson was re-elected as chairman of the Board until the 2023 Annual General Meeting
The Company shall have one auditor and no deputy auditor. The registered auditing company KPMG with the authorised auditor Daniel Haglund was re-elected as company auditor until the 2023 Annual General Meeting.
The Annual General Meeting decided that a fixed yearly remuneration of in total SEK 1,550,000 shall be paid to the Board, whereof SEK 450,000 shall be paid to the chairman of the Board, SEK 350,000 to the deputy chairman of the Board and SEK 250,000 to each Board member.
It was further resolved that the remuneration to the chairman of the Audit Committee shall amount to SEK 75,000 and SEK 50,000 shall be paid to each member of the Audit Committee and SEK 50,00 shall be paid to the chairman of the Remuneration Committee and SEK 30,000 to each member of the Remuneration Committee. It was further decided that remuneration to the auditor shall be paid in accordance with customary norms and approved invoice.
Instructions and remuneration to the nomination committee
The Annual General Meeting resolved, without changes, to adopt the guidelines for the appointment of the members of the Nomination Committee and the instructions for the Nomination Committee until the next Annual General Meeting. The Nomination Committee shall thus still consist of four members. The three largest shareholders, in terms of votes on the last banking day of September, shall have the right to appoint one member in the Nomination Committee. In addition to this, the chairman of the Board shall also be a member of the Nomination Committee. The Company shall be responsible for reasonable costs associated with the Nomination Committee's assignment and no remuneration shall be paid to the members of the Nomination Committee.
Decision to authorise the Board of Directors to decide on a new issue of shares, warrants and convertibles
The Annual General Meeting decided to authorise the Board of Directors to, until the next Annual General Meeting, resolve on new issues of class B shares and/or issues of warrants, entitling the holders to subscribe for new class B shares and/or issues of convertibles, entitling the holders to convert the convertibles to new class B shares.
The maximum number of shares to be issued under this authorisation together with any shares possibly issued in connection with use of options and converting of convertibles shall not exceed 23,000,000 class B shares. The authorisation of issuance of shares may be used in connection with acquisitions of companies and/or other capital raising.
Resolution regarding authorisation for the Board of Directors to resolve on transfer of own shares
The Annual General Meeting resolved to authorise the Board of Directors to, until the 2023 Annual General Meeting, resolve on transfers of own class B shares in accordance with the following terms and conditions:
- The transfer may be made on the Nasdaq Stockholm and/or otherwise with or without deviation from the shareholders’ preferential rights and with or without provision regarding in-kind, set-off of claim against the Company or other conditions.
- The authorisation may be exercised on one or more occasions before the Annual General Meeting 2023.
- Transfer of class B shares on Nasdaq Stockholm may only be made within the price interval registered at any given time.
- Transfer in which are made in any other way may be made at a price in cash or value of the property received corresponding to the share price at the time of the transfer of the class B shares with the deviation that the Board of Directors deems appropriate.
- The Board of Directors has the right to decide on other terms and conditions for the transfers.
Adoption of a new Articles of Association
The Annual General Meeting resolved to adopt an updated Articles of Association with amendment of item 4 regarding classes of shares in the Company, with the change that the Company only can issue shares of one class; class B shares.
Resolution on guidelines for remuneration to senior executives
The Annual General Meeting resolved to, in accordance with the proposal from the Board, adopt guidelines for remuneration and other terms of employment for the Company's senior executives which was established at the 2021 Annual General Meeting
The decisions in their entirety
The adopted guidelines and the decisions in their entirety can be found on the Company's website, www.nordiskbergteknik.se.
The information was submitted, through the care of the contact persons below, for publication on 8 June 2022 at 09:30 CEST.
For further information, contact:
Andreas Christoffersson, CEO, +46 70-621 19 28, andreas.christoffersson@bergteknik.se
Johan Lundqvist, CFO, +46 76-392 71 21, johan.lundqvist@bergteknik.se
About Nordisk Bergteknik AB
Nordisk Bergteknik has a clear growth strategy with the objective to contribute to the development of a future sustainable society. Our companies are specialists within rock handling and foundation solutions, and through compassion and skill they are able to combine demand with the surrounding natural conditions. To be involved at an early stage in building modern societal functions is our everyday life, our home ground and our future.