Announcement from Annual General Meeting in Nordisk Bergteknik AB (publ)
Nordisk Bergteknik AB (publ) (the ‘’Company’’) has held its Annual General Meeting on May 16, 2024. A summary of the decisions made at the meeting follows below. All resolutions have been made with required majority and in accordance with the proposals presented to the meeting.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet and discharge from 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 financial year 2023. The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to approve the remuneration report presented at the meeting. The Annual General Meeting resolved to grant each member of the Board and the CEO discharge from liability for the financial year 2023.
Allocation of profits
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, that the profits of SEK 1,027,471,347 at the disposal of the Annual General Meeting shall be carried forward into new accounts.
Board members, Chairman of the Board and auditors
The Board shall consist of six ordinary members elected by the Annual General Meeting with no deputies. Mats O. Paulsson, Victor Örn, Ljot Strömseng, Göran Näsholm and Marie Osberg were re-elected as ordinary Board members. Monika Gutén was elected as new ordinary Board member. Mats O. Paulsson was re-elected as Chairman of the Board until the end of the Annual General Meeting 2025.
The Company shall have one auditor with no deputy auditor. The registered accounting firm KPMG with the authorized auditor Daniel Haglund as auditor in charge was re-elected as auditor until the end of the Annual General Meeting 2025.
Renumeration to the members of the Board of Directors shall be paid with a fixed fee of in total SEK 1,975,000, of which SEK 534,000 shall be paid to the Chairman of the Board of Directors, SEK 373,000 to the Deputy Chairman of the Board and SEK 267,000 to each member of the Board of Directors.
Renumeration to the Chairman of the Audit Committee shall be paid with SEK 80,000 and SEK 53,500 shall be paid to each member of the Audit Committee and SEK 53,500 shall be paid to the Chairman of the Remuneration Committee and SEK 32,000 to each member of the Remuneration Committee.
Renumeration to the auditor shall be paid in accordance with approved invoice.
Instructions and remuneration for the Nomination Committee
The Annual General Meeting resolved to adopt new principles for the appointment of the members of the Nomination Committee and instructions for the Nomination Committee until the next Annual General Meeting. In comparison to the previously applicable principles for the appointment of the Nomination Committee and instructions for the Nomination Committee, the changes mean that the four members of the Nomination Committee shall consist of the Chairman of the Board and a representative of each of the three largest shareholders as of the last banking day in August, instead of September. The three largest shareholders shall mean the three largest registered or ownership-grouped shareholders of the Company as of the last banking day in August.
Further, the instructions for the Nomination Committee state that no remuneration shall be paid to the members of the Nomination Committee. However, the Company shall be liable for reasonable costs associated with the Nomination Committee's assignment.
Guidelines for remuneration to senior executives
The Annual General Meeting resolved to adopt the Board of Directors' proposal for new guidelines for remuneration and other terms of employment for the Company's senior executives, which shall remain in force until the Annual General Meeting of 2028 at the latest, unless otherwise resolved by the general meeting before then. The guidelines cover remuneration arising from agreements and changes to already agreed remuneration after the Annual General Meeting 2024 has adopted the guidelines. The guidelines do not cover remuneration decided by the general meeting, such as remuneration to Board members or share-based incentive programmes.
Authorization for new issue
The Annual General Meeting decided to authorize the Board of Directors to, until the next Annual General Meeting, on one or several occasions, with or without deviation from the shareholders' preferential rights, resolve on new issues of shares, issues of warrants, entitling the holders to subscribe for new shares and issues of convertibles, entitling the holders to convert the convertibles to new shares.
The maximum number of shares that may be issued pursuant to the authorization or that may be issued through the exercise of warrants and convertibles issued pursuant to the authorization shall be 3,000,000 shares. The authorization may be used for decisions on new share issues in connection with agreements on company acquisitions and/or other capital raising.
The decisions in their entirety
The resolutions 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 16 May 2024 at 17:00 CEST.
For further information, contact:
Andreas Christoffersson, CEO, 070-621 19 28, andreas.christoffersson@bergteknikgroup.com
Johan Lundqvist, CFO, 076-392 71 21, johan.lundqvist@bergteknikgroup.com
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.