press on Release
Bergman’s Annual General Meeting and Earthquake Held AB 24 August 2022
At Bergman & Beving AB’s Annual General Meeting and Statutory Board of Directors meeting today, resolutions passed include:
Determination of income statement and balance sheet
The annual general meeting has approved the balance sheet and income statement as well as the consolidated income statement and consolidated balance sheet.
The Annual General Meeting has approved a dividend of 3.40 (3.00) per share. The record date for dividend payment was fixed as 26 August 2022. The dividend is expected to be distributed to shareholders by Euroclear Sweden AB on 31 August 2022.
Exempting the board of directors and the chairman from liability
The annual general meeting has decided to release the board of directors and the chairman from the administrative liability of the company for the financial year 2021 from April 2021 to 31 March 2022.
Board of Directors
The meeting approved the election committee’s proposal that there should be 6 regular directors on the board.
The meeting has decided to give 250,000 rupees to the board of directors for the compensation of the 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 the other directors. In addition, the Annual General Meeting decided to pay the following additional fees for committee work: Compensation Committee 80,000 SEK to each committee director and Audit Committee 80,000 to the Chairman.
Directors will be able to invoice their board fees through a wholly-owned Swedish company or private business if the current tax law allows for invoicing and the company does not incur any expenses. If a director pays his board fee through a wholly owned company or private business, the fee shall be increased by an amount equal to the statutory social security contribution and value added tax.
Audit fee will be paid as per approved invoices.
Incumbent directors Fredrik Børjesen, Charlotte Hansen, Henrik Hedelius, Malin Nordesjo, Niklas Steinberg and Jørgen Wiegh were re-elected.
Jørgen Vigh was re-elected as Chairman of the Board.
At the statutory board meeting, the entire board was appointed to act as the company’s audit committee. Chairman Jørgen Vigh was appointed as chairman of the audit committee. Chairman and director Malin Nordesjö was appointed to serve as the company’s compensation committee.
The Board of Directors’ presentation is available on the Company’s website at www.bergmanbeving.com.
The Annual General Meeting resolved to re-elect the registered accounting firm KPMG AB as the Company’s auditors for the period expiring after the adjournment of the 2023 Annual General Meeting. KPMG has appointed certified public accountant Håkan Olsson Rijing as lead auditor.
Approval of salary report
The annual general meeting has decided to approve the remuneration report of the board of directors.
Acquisition and Conveyance of Treasury Shares
The annual general meeting has decided according to the board’s proposal to authorize the board to buy and sell the company’s shares on one or more occasions during the period until the next annual general meeting of the company. The purpose of such repurchases is to optimize the Group’s capital structure and to be able to pay for future acquisitions of businesses and operations using treasury shares. By holding own shares, the company’s liability for share-based incentive programs is also ensured.
Acquisitions are made on Nasdaq Stockholm at any given time at a price within the registered price range, meaning the range between the highest purchase price and the lowest sale price. The acquisition of own shares is limited so that the total holding of treasury shares of the company does not exceed 10 percent of the total number of shares of the company at any time.
Divestments of the Company’s treasury shares may be made with or without preferential rights for shareholders but may not be made on Nasdaq Stockholm. Investments can be made for the acquisition of businesses or operations.
In the upcoming statutory board meeting, the board has decided to repurchase the company’s shares using the rights obtained from the company’s annual general meeting.
Issuance of call options on repurchased shares and transfer of repurchased shares to executives
The Annual General Meeting has decided to grant 25 senior executives of the Bergman & Beving Group the opportunity to acquire 210,000 call options for the repurchased shares of the company, deviating from the shareholders’ preferential rights, as proposed by the Board of Directors. B shares. These options will entitle the holders to receive shares equal to approximately 0.8 percent of the total number of shares and approximately 0.6 percent of the total number of votes during the period beginning on September 9, 2025 and ending on June 5, 2026. Company. Options must be acquired at market value. The acquisition price of the shares when the call options are exercised corresponds to 120 percent of the volume-weighted average price paid for the Company’s Class B shares on Nasdaq Stockholm during the period from 25 August 2022 to 7 September 2022. A grant equal to the premium paid for each call option will be paid to encourage participation in the share-based incentive program (the “Program”). The subsidy will be paid in September 2024 if the option holder’s employment with the group is not terminated or the call options are not disposed of before this date.
The costs of the program include the grant to be paid in September 2024 as above and social security charges arising from this grant. The total cost of the subsidy, including social security fees, is estimated at MSEK 2.5 after corporate tax (based on market conditions on 30 June 2022). Offsetting the subsidy is an option premium totaling approximately MSEK 2.5, which the company will receive when the call options are transferred, resulting in the program incurring no net charge on the company’s equity.
Information about the Annual General Meeting
More information about the Annual General Meeting is available on the Company’s website: Corporate Governance/Annual General Meeting.
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 and Beving AB (Public)
Board of Directors
For more information, please contact:
Magnus Söderlind, President and CEO, Bergman & Beving AB, Tel: +46 10 454 77 00
Peter Schön, CFO, Bergman & Beving AB, Tel: +46 70 339 89 99
This information is Bergman’s information and Earthquake AB For (public) issuers, Nasdaq is obliged to go public according to the Stockholm rulebook. Information was submitted for Publication, through the agency of the contact persons mentioned above, at 6:00 p.m p.m CEST on 24 August 2022.
Bergman & Beving attracts, acquires and, for the long term, develops leading companies in vast niches that provide productive, safe and sustainable solutions in the industrial and construction sectors. Through our companies, we are represented in more than 4,000 sales outlets in more than 25 countries. Bergman & Beving is listed on Nasdaq Stockholm and has approximately 1,200 employees and generates approximately SEK 4.5 billion in revenue. Read more on the company’s website: www.bergmanbeving.com.