CORRECTION: Invitation to attend Systemair Annual General Meeting
(Thomson Reuters ONE) -
This is a correction of the announcement from 08:00 27.07.2017 CEST. Reason for
the correction:The entire notice has now been included.
Press Release, 27 July 2017
Systemair AB (publ) (NASDAQ OMX Stockholm: SYSR) with broken fiscal year 1 May
to 30 April, the Annual General Meeting will be held on Thursday, 24 August
2017 at 3 p.m. in the auditorium, Systemair Expo, in Skinnskatteberg.
Convening notice to the Annual General Meeting, the proposed agenda and the
proposed decisions in its entirety, is attached to this press release and
published on the company's website www.systemair.com. On the website there is
also a proxy form and the ability to sign up for participation in the Annual
General Meeting. The notice of the Annual General Meeting will be published in
Official Swedish Gazette (Post- och Inrikes Tidningar) and an announcement with
information that the notice has been issued will be published in Dagens
Industri, on Thursday, 27 July 2016.
Shareholders in Systemair AB (publ), org. reg. no. 556160-4108, are hereby
invited to attend the Company's Annual General Meeting (AGM) at 3.00 p.m. on
Thursday 24 August 2017 in the Lecture Hall (Aulan) at Systemair Expo,
Skinnskatteberg, Sweden. Registration at the AGM will open at 2.00 p.m. Coffee
and sandwiches will be served. A tour of the new Technical Center will take
place prior to the AGM. Those wishing to take part should assemble at 1:00 p.m.
at Systemair Expo, Skinnskatteberg.
Right to attend the AGM and notification of intention to take part
Shareholders wishing to participate in the AGM must be entered in the share
register maintained by Euroclear Sweden AB on the record date Friday, 18 August
2017 and must notify the Company of their intention to participate no later than
3.00 p.m. on Friday, 18 August 2017.
Application is best submitted via a form at: www.systemair.com, by telephone at
+46 (0)222-440 00 or by post to Systemair AB, Receptionen, SE-739 30
Skinnskatteberg, Sweden. Applications shall include details of name, civic
registration number/corporate identity number, address, telephone number, any
assistants (no more than two) and number of shares. It should also be observed
that any wish to take part in the factory tour must be notified at the same
time. Shareholders represented by a proxy must issue a dated power of attorney
for the proxy. The maximum period of validity for the power of attorney shall be
five years from the date of issue. A power of attorney form is available on the
Company's website, www.systemair.com or may be requested by writing to the
address above.
Anyone representing a legal entity must present a registration certificate, or
the equivalent, confirming the person's authority to sign for the organisation.
Powers of attorney, registration certificates and other authorisation documents
must be available at the AGM and should, in order to facilitate admission to the
meeting, be received by the Company no later than on Friday, 18 August 2017. The
original copy of the power of attorney document must be shown.
To be entitled to participate in the AGM, a shareholder who has had his/her
shares registered in the name of a nominee must arrange for the nominee to re-
register the shares in the shareholder's name so that the shareholder is entered
in the share register on the record date, Friday, 18 August 2017. Any such re-
registration may be temporary. This means that the shareholder must inform
his/her nominee in good time prior to the said date.
Proposed agenda
1. Declare the meeting open and elect a chairman for the meeting.
2. Prepare and approve the list of voters.
3. Elect one or two persons to verify the minutes.
4. Determine whether the annual general meeting has been duly convened.
5. Approve the agenda.
6. Report on the work of the Board of Directors and its committees.
7. Presentation of the annual accounts and the consolidated accounts, followed
by the Chief Executive Officer's report on the business.
8. Presentation of audit report and audit report on the consolidated accounts,
as well as auditor's statement of opinion on compliance with the guidelines
on remuneration to senior executives, which have applied in the period
since the preceding AGM.
9. Resolutions on:
a. adoption of the income statement and balance sheet, along with the
consolidated income statement and the consolidated balance sheet for
the 2016/17 financial year;
b. disposition of the Company's profit or loss according to the balance
sheet adopted;
c. record date for payment of dividend;
d. discharge from liability to the Company for the CEO and the members of
the Board.
10. Resolution on the number of members of the Board.
11. Resolution on fees to the Board and auditor.
12. Election of Board of Directors, Chairman and auditor.
13. Resolution on nominating committee.
14. Resolution on the Board's proposal for guidelines on remuneration and other
terms of employment for senior executives.
15. Resolution on the Board's proposal for authorisation to approve a new share
issue.
16. Closing of the meeting.
Proposed resolutions
Shareholders who together represent 67.85 percent of all votes in the Company
have notified the Company that they support the proposals expressed in sections
1, 9, 10, 11, 12, 13, 14 and 15, below.
1. Declare the meeting open and elect a chairman for the meeting.
The nominating committee serving until the 2017 AGM, comprising Chairman of the
Board Gerald Engström, representing Färna Invest AB, and Board members Gerhard
Sturm, representing ebmpapst AB, Björn Henriksson representing Nordea Fonder,
propose that Gerald Engström be elected as chairman of the meeting.
9. b-c Dividend
The Board of Directors proposes a dividend of SEK 2.00 per share. Monday, 28
August 2017 is proposed as the record date for the dividend. If the AGM resolves
in accordance with the proposal, it is estimated that Euroclear Sweden AB will
be able to pay the dividend on Thursday, 31 August 2017.
10. Number of members of the Board of Directors
The nominating committee proposes that during the next mandate period the Board
shall consist of five regular members elected by the AGM and no deputies.
11. Proposed fees to Board and auditors
The nominating committee proposes that the total of fees paid to the Board shall
remain unchanged at SEK 2,250,000 (2,250,000), of which SEK 550,000 (550,000)
should be payable to the Chairman and SEK 275,000 (275,000) to each of the
directors elected at the AGM. In addition, an extra fee of SEK 600,000 (600,000)
is proposed for the Chairman as remuneration for work on the Company's
acquisition and investor matters.
It is proposed that fees to the audit committee shall amount to SEK 75,000, made
up of SEK 50,000 to the chairman of the committee and SEK 25,000 to the other
committee member.
It is proposed that the remuneration paid to the employee representatives shall
remain unchanged at SEK 27,500 to each employee representative.
It is proposed that the auditor's fees shall be paid according to approved
invoices.
12. Election of Board of Directors, Chairman and auditor
The nominating committee proposes that Board members Carina Andersson, Gerald
Engström, Svein Nilsen, Patrik Nolåker be re-elected and the new election of
Hans Peter Fuchs. The committee proposes that Gerald Engström be re-elected as
Chairman.
Per-Erik Sandlund, who has been a board member since 2015, has declined re-
election at the AGM.
Hans Peter Fuchs was born in 1961 and holds a degree in economics from Johannes
Gutenberg University in Mainz. Hans Peter has been CFO for ebm-papst Group since
2008 and has previously held senior positions in Atmel, a semiconductor
manufacturer.
It is proposed that Ernst & Young AB, auditors, be re-elected as the Company's
auditor for a period of one year, in accordance with the recommendation of the
audit committee. Ernst & Young intends to appoint Authorised Public Accountant
Åsa Lundvall as auditor in charge.
13. Decision on Nomination Committee
The Nomination Committee proposes that the meeting adopts the following
principles for the appointment of the nomination committee.
The chairman should be instructed to contact the three biggest shareholders or
shareholder groups in terms of votes, according to Euroclear Sweden AB's
printout of the share register on 31 January 2018, and request them each to
appoint one representative to serve on the nominating committee. In the event
that any of the three biggest shareholders or shareholder groups has no wish to
appoint such a representative, the fourth biggest shareholder or shareholder
group shall be requested, and so on, until the nominating committee comprises
three members. The chairman shall then convene the first meeting of the
nominating committee.
The member representing the biggest shareholder shall be appointed as the
chairman of the nominating committee. If a member resigns from the nominating
committee before his/her work is complete, a replacement representing the same
shareholder shall take the member's place, if the committee judges this
appropriate. If this shareholder is no longer ranked as one of the three biggest
shareholders, a replacement representing the next biggest shareholder shall take
the shareholder's place. In the event that ownership circumstances otherwise
change materially before the work of the nominating committee is complete, the
composition of the nominating committee may be adjusted in a way that the
nominating committee sees fit. Any change in the composition of the nominating
committee shall be made public without delay.
No remuneration shall be paid to the members of the nominating committee. The
Company shall bear any costs incurred through the work of the nominating
committee. The mandate period for the nominating committee shall extend until
the composition of the next nominating committee is announced.
The composition of the nominating committee shall be announced no later than six
months before the 2018 AGM.
The nominating committee shall present proposals concerning the following issues
for resolution at the 2018 AGM:
a. proposal for chairman for Annual General Meeting 2018
b. proposal for number of members of the Board of Directors
c. proposal for Board fees, with respective allocations to Chairman and other
Board members
d. proposal for fee to the Company's auditors
e. proposal for Board of Directors and Chairman
f. proposal for auditor
g. proposal for rules for nominating committee to serve until the 2019 AGM
14. Board's proposal for guidelines on remuneration and other terms of
employment for senior executives
Remuneration to senior executives shall - based on the conditions in the market
in which the Company operates and the environment in which the particular
executive works - be competitive, enable the recruitment of new executives and
motivate senior executives to remain with the Company.
The system of remuneration shall consist of a fixed salary and pension, but may
also include variable salary and benefits such as a company car. In addition to
the above, special incentive programmes approved by the AGM may apply. Fixed
salary and benefits shall be determined individually based on the aforementioned
criteria and the specific competence of the particular executive. Variable
remuneration shall be based on results judged according to personal, clearly
defined and measurable qualitative and quantitative goals. The variable salary
will be paid as a proportion of the fixed salary and may equal no more than two
months' salary. As a rule, pensions shall be paid through defined contribution
plans. The size of the pension shall adhere to the same criteria as above and be
based on fixed salary. The Board is entitled to depart from these guidelines if
justified in any particular case.
15. Authorisation for the Board to approve the issue of new shares
The Board proposes that the AGM resolve to authorise the Board, on one or more
occasions during the period until the next AGM, with or without deviation from
the preferential rights of the shareholders, to decide to increase the Company's
share capital by issuing new shares. On the basis of that authorisation, the
Company may issue new shares equal to no more than ten percent of the number of
shares in the Company in issue at the time of the 2017 AGM. Any such issue shall
be made on market conditions, with the right reserved to offer an issue discount
where appropriate. The authorisation shall include the right to approve a share
issue with cash payment, non-cash payment, or via offsetting. The purpose of the
authorisation, and the reason for possible deviation from the preferential
rights of shares, is to enable company acquisitions to be financed.
In order for the AGM's decision to be valid, the proposal must be supported by
shareholders representing no less than two thirds of the votes cast and the
shares represented at the meeting.
Available documents and details of the number of shares outstanding in the
Company
The annual report and audit report, auditor's statement on compliance with the
guidelines on remuneration to senior executives in force since the preceding
AGM, the full text of the Board's proposed resolutions as above and other
documents as required by the Swedish Companies Act will be made available to
shareholders at the Company offices and on the Company's website at
www.systemair com no later than from Thursday, 3 August 2017, inclusive. The
documents will be sent free of charge to any shareholders who request to receive
them and provide their postal address. They will also be available at the AGM.
At the time of issue of this invitation, there are a total of 52,000,000 shares
and votes in the Company. The Company does not hold any of its own shares in
treasury.
Disclosures at the AGM
The Board of Directors and CEO shall - if any shareholder so requests and the
Board considers the request may be met without significant damage to the Company
- at the AGM disclose information about circumstances that may affect the
judgement of an item on the agenda, circumstances that may affect judgement of
the financial situation of the Company or a subsidiary and the Company's
relationship with another Group company. Anyone wishing to send questions in
advance, may do so, to Systemair AB, Receptionen, SE-739 30 Skinnskatteberg,
Sweden, or by e-mail to: agm(at)systemair.se.
Skinnskatteberg, July 2017 Board of Directors
Systemair AB (publ)
For further information, please contact:
Gerald Engström, Chairman of the Board, + 46 222 44 001, + 46 70 519 00 01
Roland Kasper, CEO, +46 222-440 13, + 46 73 094 40 13
Anders Ulff, CFO, + 46 222 440 09, + 46 70 577 40 09
Systemair AB, SE-739 30 Skinnskatteberg, Sweden, +46 222 440 00,
www.systemair.com
Note: The information here is that which Systemair AB has willingly chosen to
make public or that which it is obliged to make public according to the to the
Nasdaq Stockholm Rule Book for Issuers and/or Market Abuse Regulation (MAR).
Swedish and English versions of this information have been submitted for
publication at 08.00 am on 27 July 2017.
Systemair in brief
Systemair is a leading ventilation company with operations in 50 countries in
Europe, North- and South America, the Middle East, Asia and Africa. The Company
had sales of SEK 6.9 billion in financial year 2016/17 and currently employs
about 5,200 people. Systemair has reported an operating profit every year since
1974, when the Company was founded. During the past 15 years, the Company's
growth rate has averaged about 10 percent. Systemair has well-established
operations in growth markets. The Group's products are marketed under the
Systemair, Frico, Fantech and Menerga brands. Systemair shares have been quoted
on the Mid Cap List of the OMX Nordic Exchange in Stockholm since October 2007.
The Group comprises about 70 companies.
EN-Systemair AB Kallelse Årsstämma 2017:
http://hugin.info/138279/R/2123522/809972.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Systemair AB via GlobeNewswire
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