Annual General Meeting 2022

Annual General Meeting 2022


Alimak Group AB held its annual general meeting on Thursday, May 5, 2022.


The main resolutions passed at the meeting were as follows. More detailed information about the contents of the resolutions may be obtained from the complete notice of the annual general meeting and the complete proposals, which are available on the company’s website.


Adoption of balance sheets and profit and loss accounts

It was resolved at the meeting to adopt the profit and loss account and balance sheet, as well as the consolidated profit and loss account and consolidated balance sheet for the financial year 2021.


Dividend


It was resolved at the meeting, in accordance with the Board’s proposal, that a dividend of SEK 3.30 per share would be paid, the record date being Monday, May 9, 2022. Dividends are expected to be distributed by Euroclear Sweden AB on Thursday, May 12, 2022.


Discharge from liability


The meeting discharged the Directors and the CEO from liability towards the company for the financial year 2021.


Directors and auditors


Helena Nordman-Knutson, Tomas Carlsson, Christina Hallin, Sven Törnkvist, Johan Hjertonsson, Petra Einarsson and Ole Kristian Jødahl were re-elected as Directors. Johan Hjertonsson was re-elected Chair of the Board.


The registered accounting firm Ernst & Young AB was reappointed auditor of the company.


It was resolved at the meeting that the fee to be paid for the period until the end of the next annual general meeting, will be SEK 840,500 for the Chair of the Board and SEK 338,250 each for other Director elected by the annual general meeting. In addition, SEK 107,625 is payable to the Chair of the Audit Committee and SEK 82,000 to other members of the Audit Committee, SEK 76,875 to the Chair of the Remuneration Committee, and SEK 56,375 to other members of the Remuneration Committee.


It was resolved at the meeting that fees would be paid to the auditor in accordance with approved invoices.


Approval of Remuneration Report


It was resolved at the meeting to approve the Board’s report on remuneration.


Resolution on guidelines for salary and other remuneration

It was resolved at the meeting, in accordance with the Board’s proposal, to adopt guidelines for salary and other remunerations to directors, president and chief executive officer (CEO), and other senior executives.


Call option program 2022


It was resolved at the meeting, as proposed by the Board, to adopt a call option program for the CEO, Members of the group management, executive management in the divisions and certain employees at the group functions, call option program 2022. The duration of the program is maximum four years and will be offered to 45 participants within the Alimak Group.


The terms of the call options will be based on market terms following established models at the time of issue. The option premium will be ten (10) per cent of the recorded volume weighted average share price for the Alimak Group share during ten (10) days prior to the date of issue.


The maximum number of shares which may be allotted under call option program 2022 is 525,000, corresponding to approximately 0.97 percent of the shares and votes in the company. In order to ensure delivery of shares under the call option program, the Board primarily intends to transfer repurchased shares to the participants of the call option program.


Acquisition and transfer of own shares


It was resolved at the meeting, in accordance with the Board’s proposal, to authorise the Board to, on one or more occasions until the next annual general meeting of 2023, resolve on acquisition and/or transfer of own shares, the later may be resolved on with deviation from the shareholders’ preferential rights.


Acquisition of own shares may be made through an offer directed at all shareholders or on Nasdaq Stockholm. Own shares may be acquired to the extent the company’s holdings of own shares in total amounts to no more than one tenth of all shares in the company. Acquisition of own shares on Nasdaq Stockholm shall be made in cash and at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price.


The reasons for the proposed authorisation to repurchase own shares and to transfer own shares are to adjust the company’s capital structure, create value for shareholders, provide the opportunity to offer own shares as payment in relation to acquisitions, be able to meet commitments under call option programs and to cover the costs of issued call option programs.


Transfer of own shares must be made either on Nasdaq Stockholm or in another manner with the maximum number of shares that may be transferred being the total number of own shares held by the Company at the time of the Board’s resolution to transfer the shares.


DOCUMENTS

Minutes Annual General Meeting

Notice of the annual general meeting for Alimak Group AB 2022

Power of Attorney AGM 2022

Statement By The Board Pursuant To Chapter 18, Section 4, Swedish Companies Act

Statement By The Board Pursuant To Chapter 19, Section 22, Swedish Companies Act

Proposals Of The Nomination Committee For The 2022 Annual General Meeting

Auditor’s report in accordance with Chapter 8, Section 54 of the Swedish Companies Act

Item 14 - The Board’s Proposal For Resolution On Guidelines For Salary And Other Remuneration To Senior Executives In Alimak Group

Item 16 - The Board’s Proposal For Resolution On Call Option Program 2022

Item 17 a) The Board’s Proposal For Resolution On Authorisation For The Board To Resolve On Acquisition Of Own Shares

Item 17 b) The Board’s Proposal For Resolution On Authorisation For The Board To Resolve On Transfer Of Own Shares

Item 17 c) The Board’s Proposal For Resolution On Transfer Of Own Shares To Participants In Call Option Program 2022

Item 18 - The Board’s Proposal For Resolution On Transfer Of Own Shares To Participants In Call Option Program 2021

Remuneration Report Of Alimak Group AB 2021