Bulletin from Annual General Meeting of Serneke Group AB (publ)
The following resolutions in brief were adopted at the Annual General Meeting of Serneke Group AB (publ) on 3 May, 2023:
Adoption of annual report and resolution to discharge the Board Members and the CEO from liability
The AGM adopted the annual report for 2022. The Board of Directors and the CEO were discharged from liability for the financial year 2022.
The AGM resolved in accordance with the proposal by the Board of Directors not to pay any dividends for the financial year 2022.
Determination of fees to Board Members and auditors
The AGM resolved that fees to the Board Members shall amount to a total of SEK 2,700,000, of which the unchanged amounts of SEK 750,000 shall go to the Chairman of the Board and SEK 250,000 to each of the other Board Members not employed by the Group. It was also resolved that a fee of SEK 100,000 shall be payable to the Chair of the Audit Committee and that SEK 50,000 shall be payable to each of the members in the Audit Committee, the Remuneration Committee and the Business Committee, with the exception of the Chairman of the Board, to whom no fee is paid for committee work. The Annual General Meeting resolved that the fees to the auditors be paid according to approved invoices.
Election of Board Member and Chairman of the Board
For the period until the next Annual General Meeting, Fredrik Alvarsson, Mari Broman, Ludwig Mattsson, Veronica Rörsgård, Per Åkerman, Lars Kvarnsund and Jan C. Johansson were re-elected. Jan C. Johansson was further re-elected as Chairman of the Board and Per Åkerman as Deputy Chairman of the Board.
Election of auditor
The registered auditing firm PricewaterhouseCoopers AB was elected as auditor for the period until the end of the Annual General Meeting 2024, with Ulrika Ramsvik to be appointed as responsible auditor.
The Annual General Meeting resolved to introduce annually recurring incentive programs (the "Programs") for senior executives and other key personnel in the Group. The Program entails that the participants receive share rights which, after a vesting period of three years, entitle them to receive Series B shares in Serneke.
Participation in the Program includes approximately 75 senior executives and other key employees in the Serneke Group. Allocation of share rights to the participants shall be carried out in connection with the reporting of results according to the Group's bonus program. The outcome of the bonus program is measured annually and is dependent on the Group's profitability, cash flow and reduction of CO2. A participant shall receive the same percentage share of the highest allocation of share rights that corresponds to the participant's percentage outcome in the Group's bonus program for the current financial year. Participants, who are employed in the Group throughout the duration of the Program, will, three years after the start of the measurement period for the respective Program, receive one Series B share in the Company free of charge for each share right assigned ("Matching Shares"). The maximum number of shares covered by the Program totals approximately 2,361,110 Series B shares based on the current share price for Serneke’s share, corresponding to approximately 8.2 per cent of the number of shares and votes after dilution. In the event of a decrease in the share price in Serneke, the maximum number of shares covered by the Program may increase.
The Annual General Meeting resolved to authorise the Board of Directors, on one or more occasions during the period until the next Annual General Meeting, to resolve on the repurchase of own Series B shares to ensure the Company's commitment to deliver Matching Shares according to the Programs. The Board shall also be able to use repurchased shares to secure certain costs attributable to the Programs, mainly social security contributions.
The Annual General Meeting further resolved, deviating from the shareholders' preferential right, on the transfer of a maximum of 2,361,110 own Series B shares to participants according to the Program. Transfers of Series B shares shall be conducted at no cost to the participants and at the time and on the other conditions that are set out in the terms of the Programs.
The Annual General Meeting resolves to approve the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Swedish Companies Act.
The Annual General Meeting resolved in accordance with the Board's proposal to authorise the Board to, on one or more occasions, during the time until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, against cash payment, contribution in kind or through offset, decide on the issue of shares and/or convertibles that entail the issue of or conversion to a total of no more than 7,200,000 shares, which corresponds to a dilution of approximately 20.0 percent of the share capital and the votes.
For additional information, please contact:
Michael Berglin, CEO
Anders Düring, CFO
Serneke is a rapidly growing corporate group active in contracting and project development. The Group was founded in 2002 and today has income of nearly SEK 9.2 billion and approximately 1,200 employees, organized into three business areas: Serneke Sweden, Serneke Invest and Serneke International. Through novel thinking, the Company drives development and creates more effective and more innovative solutions for responsible construction. The Company builds and develops housing, commercial buildings, industrial facilities, public buildings, roads and civil engineering projects, and other infrastructure. The company’s customers consist of both public and commercial clients. The Company’s Swedish units operate nationwide and are organized into five regions: South, West, East, Central and North, and are headquartered in Gothenburg. The Company’s Series B shares (SRNKE) have been listed on the Nasdaq Stockholm exchange since November 2016.
Further information about Serneke is available at www.serneke.se.
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STABLE IN A SHRINKING MARKET