The shareholders of NIBE Industrier AB (publ) are hereby invited to attend the
Annual General Meeting on Tuesday 14 May 2019, at 5.00 p.m. in Sparbankshallen,
Ola Mårtens väg 8, Markaryd. Please note – new premises!
Between 2.00 and 4.00 p.m. the shareholders are welcome to visit NIBE
Stove’s product exhibition at Skulptörvägen 10 and NIBE Energy Systems’ product
exhibition at Marknadscenter, Järnvägsgatan 17 and the Nobel exhibition at
Hannabadsvägen 1 in Markaryd.
Right of attendance
A shareholder has the right to attend the Annual General Meeting if the shareholder
is both recorded in its own name in the share register kept on behalf of
the company by Euroclear Sweden AB (“Euroclear”) on Wednesday 8 May 2019,
and has registered for attendance of the meeting to the company no later than
on Wednesday 8 May 2019.
A shareholder, which has its shares registered in the name of a nominee,
must – in addition to registration for attendance – reregister the shares in its
own name at Euroclear. Such a registration can be temporary and shall be made
before Wednesday 8 May 2019. Request for such a registration must be submitted
to the nominee in good time before Wednesday 8 May 2019 in order for the
re-registration to be accomplished.
The Annual General Meeting will be held in Swedish.
Notification
Notification of attendance at the Annual General Meeting can be made
in writing to the following address: NIBE Industrier AB, Årsstämma, c/o
Euroclear Sweden, Box 191, 101 23 Stockholm, by phone +46 433 27 36 00 or
by www.nibe.com.
When submitting notification of attendance please state name, personal
identity number/corporate identity number, address and telephone number,
number of shares and class of shares as well as number of advisors.
A shareholder which is represented by a representative, should forward a
written and dated proxy together with the notification. The proxy may at the
time of the meeting not be older than one year if a longer period of validity is not
stated in the proxy, however not longer than five years from the date of issue of
the proxy. A proxy form for this purpose is provided by www.nibe.com. The proxy
form can also be ordered by phone as described above. If requested, the proxy
shall be presented in original. A person representing a legal entity shall present a
certificate of registration or a corresponding document of qualification showing
person(s) authorized to sign for the legal entity. As a confirmation of the notification
of attendance NIBE Industrier AB will send an admission card which shall be
brought to the meeting and shown at the recording.
1. Opening of the meeting.
2. Election of chairman at the meeting.
3. Preparation and approval of a voting list.
4. Approval of the board of directors’ proposed agenda.
5. Election of one or two persons to verify the minutes.
6. Examination if the meeting has been properly convened.
7. The managing director’s statement.
8. Presentation of the annual report and the auditor’s report, the group financial
statement and the group auditor’s report as well as the auditor’s statement
concerning the application of the guiding principles for remuneration
to executive employees decided at the Annual General Meeting 2018.
9. Resolution in respect of
a) adoption of the income statement and the balance sheet as
well as the consolidated income statement and the consolidated
balance sheet,
b) allocation of the company’s profit according to the adopted
balance sheet and adoption of record day for dividend,
c) discharge from liability of the board members and the managing
director.
10. Determination of the number of board members and deputy board members
to be elected by the meeting.
11. Determination of the number of auditors and deputy auditors or registered
public accounting firms.
12. Determination of fees to the board members and the auditors.
13. Election of board members, chairman of the board and deputy board
members, if any.
14. Election of auditors and deputy auditors, if any, or registered public
accounting firms.
15. Resolution in respect of the board of directors’ proposal to authorize the
board of directors to decide on issue of new shares in connection with
acquisitions of companies/business.
16. Resolution in respect of guiding principles for remuneration and other
terms of employment for executive employees.
17. Closing of the meeting.
Processing of personal data
For information on how your personal data is processed, please see the privacy
policy which is available on the company’s website
https://www.nibe.com/governance/privacy-policy.html.
Proposed decisions
Shareholders, which together represent more than 50% of the votes for all shares
in the company, have notified the company that they support the proposals
under items 2, 9, 10, 11, 12, 13, 14, 15 and 16.
2 Proposal for election of chairman at the Annual General Meeting
It is proposed that Hans Linnarson shall be chairman at the Annual General
Meeting.
9 Dividend
The board of directors proposes to the Annual General Meeting and the auditors
support to distribute to the shareholders 1.30 SEK per share for the financial year
2018. Thursday 16 May 2019 is proposed as record day for the dividend. If the
Annual General Meeting decides in accordance with the proposal, it is estimated
that the dividend will be distributed by Euroclear on Tuesday 21 May 2019.
10 Proposal for number of board members and deputy board members
It is proposed that six ordinary board members, without deputies, shall be
elected.
11 Proposal for number of auditors and deputy auditors or registered public
accounting firms
It is proposed that a registered public accounting firm is appointed.
12 Proposal for fees to the board members and the auditors
It is proposed that fees to the board of directors shall be paid with a total amount
of 2,400,000 SEK, of which 800,000 SEK to the chairman of the board and 400,000
SEK to each one of the other board members elected by the general meeting,
who are not employed in the group. It is proposed that fees to the auditors shall
be paid in accordance with approved invoices.
13 Proposal for election of board members and chairman of the board
It is proposed that the board members Georg Brunstam, Gerteric Lindquist, Hans
Linnarson, Anders Pålsson, Helene Richmond and Jenny Sjödahl are re-elected
as board members. It is proposed that Hans Linnarson is re-elected as chairman
of the board.
14 Proposal for election of auditors and deputy auditors, if any, or registered
public accounting firms
For the period up to the end of the Annual General Meeting 2020 it is proposed
that KPMG AB is elected as registered public accounting firm. KPMG has
announced that if the Annual General Meeting is voting in accordance with the
proposal, KPMG will appoint authorized public accountant Dan Kjellqvist as
auditor in charge.
15 The board of directors’ proposal to authorize the board of directors to
decide on an issue of new shares in connection with acquisitions of companies/
business
The board of directors of NIBE Industrier AB (publ) proposes that the Annual
General Meeting decides to authorize the board of directors to decide, on one
or several occasions during the time up to the next Annual General Meeting,
with or without deviation from the shareholders’ preferential rights, on issue of
new shares of class B in the company. The authorization shall also include right
to decide on issue of shares with provision stating payment with non-cash consideration,
that shares may be subscribed for with right of set-off or otherwise
with conditions referred to in Chapter 13 § 5 first paragraph 6 of the Swedish
Companies Act. Share issue may only be decided if it concerns financing of
acquisition of companies, part of a company or businesses. The authorization
does not include a right for the board of directors to decide on cash issues with
deviation from the shareholders’ preferential right. The authorization shall be
limited to a total issue of shares corresponding to a maximum of 10% of the total
number of outstanding shares at the time of the Annual General Meeting.
Further, the board of directors proposes that the Annual General Meeting
decides that the managing director, or anyone authorized by the managing
director, shall have the right to make such minor adjustments of the meeting’s
decision that may be necessary in connection with the registration with the
Swedish Companies Registration Office and Euroclear respectively or due to
other formal demands.
For a valid decision of the meeting in accordance with the board of directors’
proposal as above it is required that the decision is supported by shareholders
representing at least two thirds of the casted votes as well as of the shares represented
at the meeting.
16 The board of directors’ proposal for guiding principles for remuneration
and other terms of employment to executive employees
The board of directors proposes that the company shall offer remuneration on
market terms and be competitive in order to attract and keep personnel.
It shall be possible to pay the remuneration as fixed salary, variable salary,
pension and other benefits such as company car.
Fees to the board of directors shall not be paid to board members, who are
employed in the group.
The term of notice, upon termination by the company, for the managing
director shall be six months. The managing director shall be entitled to severance
payment corresponding to twelve monthly salaries. Other executive employees
shall be paid salary during the term of notice, which varies between 6-12 months.
There shall be no special agreement stating that executive employees may
terminate their employment before they have reached retirement age and until
then receive a certain part of their salary.
All executive employees shall have retirement benefits corresponding to
the defined benefit ITP-plan (supplementary pensions for salaried employees)
(SW: ITP-planen), section 2, for salary parts up to 30 income base amounts
(SW:inkomstbasbelopp). For salary parts exceeding 30 income base amounts a
premium with a fixed percentage of 30% shall be paid, in accordance with the
same principles as in the ITP-plan with fixed premium, section 1.
Executive employees shall as incentive be able to have a variable salary part
which is paid if the goals that have been set up are met. The variable salary shall
be limited to four monthly salaries. In addition thereto, an extra monthly salary
may be paid as remuneration provided that the executive employee uses this
extra remuneration and an additional monthly salary of his/her variable remuneration
for acquisition of NIBE-shares. A condition for the extra remuneration is
that the executive employee keeps the annually acquired NIBE-shares for at least
three years. Normally, the executive employee’s acquisition of NIBE-shares will
be made once a year in February/March and then with application of the rules
against market abuse in force. The managing director shall not be included in
any incentive program.
The board of directors may deviate from the guidelines if there are particular
grounds therefor in an individual case.
Miscellaneous
The annual report and the auditor’s report, the board of directors’ statement
according to Chapter 18 § 4 of the Swedish Companies Act regarding proposal
for dividend, the board of directors’ complete proposal for decision concerning
items 15 and 16, the auditor’s statement according to Chapter 8 § 54 of the
Swedish Companies Act and other documents will be kept available for the
shareholders at the company’s premises in Markaryd and on the company’s
home page, www. nibe.com, as from 23 April 2019 and will be sent to shareholders
requesting it and stating their address. The board of directors’ statement
according to Chapter 18 § 4 of the Swedish Companies Act regarding proposal for
dividend can also be seen from the administration report in the annual report.
The shareholders are informed of their right to request information at the
Annual General Meeting concerning conditions that may have an effect on the
judgement of a matter on the agenda and conditions that may have an effect on
the judgement of the company’s financial position.
At the time of execution of this notice the total number of shares in the
company amounts to 504,016,622, of which 58,532,590 shares of class A and
445,484,032 shares of class B. The total number of votes in the company amounts
to 1,030,809,932.
Markaryd in April 2019
NIBE Industrier AB (publ)
The Board
This information is information that NIBE Industrier AB (publ) is obliged to make public pursuant to NASDAQ Stockholm’s Rule book for Issuers. The information was submitted through Benny Torstensson for publication on April 15, 2019 at 09:00 CET
Benny Torstensson Information Manager, Tel. +46 (0)433 - 73 000
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