Annual General Meeting of Bergman & Beving AB
held 24 August 2022
Press release
Annual General Meeting of
Bergman & Beving AB
held
24 August 2022
At the Annual General Meeting and the statutory
Board of Directors Meeting of
Bergman & Beving AB today, resolutions passed
included the following:
Determination of income statement and balance
sheet
The Annual General Meeting approved the balance sheet and income
statement as well as the consolidated income statement and
consolidated balance sheet.
Dividend
The Annual General Meeting approved a dividend of SEK 3.40
(3.00) per share. The record date for payment of the dividend
was set as 26 August 2022. The dividend is expected to be
distributed to shareholders by Euroclear Sweden AB on 31
August 2022.
Discharge the Board of Directors and the President from
liability
The Annual General Meeting resolved to discharge the Board of
Directors and the President from liability for the administration
of the Company for the financial year from 1 April 2021
to 31 March 2022.
Board of Directors
The meeting approved the Election Committee’s proposal that the
Board should consist of six regular directors.
The Meeting resolved to place SEK 2,725,000 at the disposal
of the Board of Directors for the compensation of its members. The
compensation of the Board of Directors is allocated as follows:
SEK 850,000 to the Chairman of the Board and SEK 375,000
to each of the other directors. Additionally, the Annual General
Meeting resolved that the following additional fees will be paid
for committee work: Compensation Committee SEK 80,000 to each
committee director, and Audit Committee SEK 80,000 to the
Chairman.
Directors shall be able to invoice their Board fees through a
wholly owned Swedish company or private business if current tax
legislation allows for invoicing and provided that the Company will
not incur any expense. If a director invoices his/her Board fee
through a wholly owned company or private business, the fee shall
be augmented by an amount equivalent to the statutory social
security contributions and value-added tax.
Audit fees shall be paid in accordance with approved
invoices.
The current directors Fredrik Börjesson,
Charlotte Hansson, Henrik Hedelius, Malin Nordesjö,
Niklas Stenberg and Jörgen Wigh were re-elected.
Jörgen Wigh was re-elected as Chairman of the Board.
At the statutory Board meeting, the entire Board was appointed
to serve as the Company’s Audit Committee. The Chairman
Jörgen Wigh was appointed as Chairman of the Audit Committee.
The Chairman and the director Malin Nordesjö were appointed to
serve as the Company’s Compensation Committee.
A presentation of the Board of Directors is available on the
Company’s website at www.bergmanbeving.com.
Auditors
The Annual General Meeting resolved to re-elect the registered
accounting firm KPMG AB as the Company’s auditors for the
period ending with the adjournment of the 2023 Annual General
Meeting. KPMG has appointed the Authorised Public Accountant
Håkan Olsson Reising as Chief Auditor.
Approval of remuneration report
The Annual General Meeting resolved to approve the Board of
Directors’ remuneration report.
Acquisition and conveyance of treasury
shares
The Annual General Meeting resolved in accordance with the
Board’s motion to authorise the Board, on one or more occasions
during the period until the next Annual General Meeting, to acquire
and divest shares in the Company. The purpose of such repurchases
is to be able to adapt the Group’s capital structure and to pay for
future acquisitions of businesses and operations using treasury
shares. By holding own shares, the Company’s obligations
outstanding for share-based incentive programmes are also
ensured.
Acquisitions are to be carried out on Nasdaq Stockholm at a
price that is within the registered price range at any given time,
meaning the range between the highest purchase price and the lowest
selling price. Acquisitions of own shares are limited so that the
Company’s total holding of treasury shares at no time exceeds
10 percent of the total number of shares in the Company.
Divestments of the Company’s treasury shares may be carried out
with or without preferential rights for shareholders but may not be
carried out on Nasdaq Stockholm. Divestments may be carried
out to finance acquisitions of businesses or operations.
At the ensuing statutory Board meeting, the Board resolved to be
able to exercise the mandate it had received from the Annual
General Meeting to repurchase shares in the Company.
Issuance of call options on repurchased shares and
transfer of repurchased shares to executives
The Annual General Meeting resolved, in accordance with the
Board of Directors’ proposal, in deviation from the shareholders’
preferential rights, to offer 25 senior executives in the
Bergman & Beving Group the opportunity to
acquire up to 210,000 call options for the Company’s
repurchased class B shares. These options will entitle
the holders to acquire a corresponding number of shares during the
period starting on 9 September 2025 and ending on
5 June 2026, equal to approximately 0.8 percent of
the total number of shares and approximately 0.6 percent of
the total number of votes in the Company. The options are to be
acquired at market value. The acquisition price of the shares when
exercising call options shall correspond to 120 percent of the
volume-weighted average price paid for the Company’s
class B shares on the Nasdaq Stockholm during the
period from 25 August 2022 to 7 September 2022,
inclusive. In order to encourage participation in the share-based
incentive programme (“the Programme”), a subsidy equivalent to the
premium paid for each call option shall be paid. The subsidy will
be paid in September 2024 provided that the employment of the
option holder with the Group has not been terminated or that the
call options have not been divested before this date.
The costs of the Programme comprise the subsidy to be paid in
September 2024 as above, and the social security fees that
will accrue on this subsidy. The total cost of the subsidy,
including social security fees, is estimated at MSEK 2.5 after
corporate tax (based on the market conditions on
30 June 2022). Offsetting the subsidy is the option
premium totalling approximately MSEK 2.5, which the Company
will receive when transferring the call options, as a result of
which the Programme does not entail any net charge to the Company’s
equity.
Information about the Annual General
Meeting
Further information about the Annual General Meeting is
available on the Company’s website under: Corporate
governance/Annual General Meeting.
Next report
The Interim Report for the period
1 April–30 September 2022 (6 months) will be
published on 20 October 2022.
Stockholm, 24 August 2022
Bergman & Beving AB (publ)BOARD OF DIRECTORS
For further information, please contact:Magnus
Söderlind, President & CEO, Bergman & Beving AB, Tel:
+46 10 454 77 00Peter Schön, CFO, Bergman &
Beving AB, Tel: +46 70 339 89 99
This information is information that
Bergman & Beving AB (publ) is obliged to
make public pursuant to Nasdaq Stockholm’s Rule book for Issuers.
The information was submitted for publication, through the agency
of the contact persons set out above, at 6:00 p.m. CEST
on 24 August 2022.
Bergman & Beving attracts, acquires and, over
the long term, develops leading companies in expansive niches that
deliver productive, safe and sustainable solutions to the
industrial and construction sectors. Through our companies, we are
represented in over 4,000 sales outlets in more than 25 countries.
Bergman & Beving is listed on Nasdaq Stockholm and has about
1,200 employees and generates revenue of approximately SEK 4.5
billion. Read more on the company’s website:
www.bergmanbeving.com.
- 20220824_Bergman_Beving_pressrelease_Årsstämma 2022_eng
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