Welcome to the Extraordinary General Meeting of the shareholders of NIBE Industrier AB (publ) on 3 October 2016
As announced earlier today, the Board of NIBE Industrier AB (publ) decided on 30 August 2016 to issue new shares worth approximately SEK 3 billion with preferential rights for existing shareholders, subject to approval of the shareholders. As a result of this decision the Board of Directors of NIBE Industrier AB (publ) also decided to call an extraordinary general meeting on Monday, 3 October 2016, at 17:00 CET at NIBE Marknadscenter, Järnvägsgatan 17 in Markaryd, Sweden. Registration for the meeting begins at 15:30 when refreshments will also be served.
Right to participate
Shareholders who wish to attend the meeting must be registered in the Euroclear Sweden AB share register on the record date of Tuesday, 27 September 2016, and have notified NIBE of their or their legal representative’s intent to attend the meeting no later than Tuesday, 27 September 2016, either in writing to NIBE Industrier AB, Box 14, SE-285 21, Markaryd, Sweden, by phone on +46 433-730 00, by email at [email protected] or via the website www.nibe.com. The notification should include name, personal/corporate identity number, address, telephone number, number of shares, class of shares and number of representatives.
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of voting list.
4. Approval of the Board’s proposed agenda.
5. Election of one or two verifiers of the minutes.
6. Determination of whether the meeting has been duly convened.
7. Address by the managing director.
8. Resolution on amendment of the Articles of Association.
9. Resolution on approval of the Board’s decision to issue new shares with preferential rights for shareholders.
10. Closing of the meeting.
Preferential rights issue
NIBE’s Board of Directors decided on 30 August 2016, subject to approval at the extraordinary general meeting on 3 October 2016, to conduct a preferential rights issue of Class A and Class B shares. Those who are registered as shareholders on the record date of 5 October 2016 have preferential rights to subscribe for new shares of the same class in proportion to their existing shareholdings. Class A shares may only be subscribed for through the exercise of subscription rights. Class B shares can be subscribed for without subscription rights. If all Class B shares are not subscribed for with subscription rights, the Board shall, within the framework of the preferential rights issue’s maximum amount, make a decision as to the allocation of Class B shares subscribed for without subscription rights, whereby such shares shall primarily be allocated to those who subscribed for shares with subscription rights and who have indicated that they wish to subscribe for additional shares, whether or not they were shareholders on the record date. In the case of over-subscription, allotment shall be made in proportion to the number of shares that such persons have subscribed for in the preferential rights issue with subscription rights. Secondarily, Class B shares shall be allotted to others who have registered for subscription of Class B shares without subscription rights and, in the case of over-subscription, allotment shall be made in proportion to the number of Class B shares that each one has registered for subscription. To the extent that shares cannot be allotted as stated above, they will be allotted by drawing lots.
Full terms and conditions of the preferential rights issue, including the increase in share capital, number of shares issued and issue price, is expected to be published on 27 September 2016.
The subscription period is expected to be from 10 October 2016 through 25 October 2016, or such later date as decided by the Board of Directors.
The Board of Directors’ decision regarding the preferential rights issue is subject to approval at the Extraordinary General Meeting and subject to the Meeting’s approval of the Board’s proposal to amend the Articles of Association.
The notice in its entirety can be read in the attached PDF document (Kallelse extra bolagsstämma 2016 ENG). The notice will also be posted on the Company’s website www.nibe.com under the section “News” and announced in Post- och Inrikes Tidningar on Friday, 2 September 2016. An announcement that the notice has been issued will be published in the Swedish newspaper Svenska Dagbladet on Friday, 2 September 2016.
NIBE is a global group with solutions for indoor climate and comfort as well as components and solutions for measurement, control and electrical heating that help make the world more sustainable. NIBE has more than 60 years of experience in manufacturing products for both household and commercial use. From its beginnings in Småland and city of Markaryd, NIBE has grown and now has operations and sales on five continents.
NIBE has developed a culture of entrepreneurship and a passion for running businesses. Investments in sustainable product development and acquisitions have helped the NIBE Group expand significantly, resulting in sales of over SEK 13 billion in 2015. Operations are conducted in three business areas: NIBE Climate Solutions, NIBE Element and NIBE Stoves – with more than 11,000 employees in Europe, North America, Asia and Australia.
NIBE has been listed under the name NIBE Industrier on the NASDAQ OMX Stockholm Exchange, Large Cap list, since 1997, with a secondary listing on the SIX Swiss Exchange since 2011.
For further information, please contact:
Gerteric Lindquist, Managing Director and CEO NIBE Industrier AB, Tfn: +46 433-73 076
Hans Backman CFO NIBE Industrier AB, Tfn: +46 433-27 34 69
Christel Fritiofsson, IR-contact, NIBE Industrier AB, Tfn: +46 433-73 078
The information in this press release is such that NIBE Industrier AB is required to disclose under the Market Abuse Regulation and NASDAQ Stockholm’s rules and regulations for issuers. This information was made available for publication by Benny Torstensson at 08:30 (C.E.T.) on 31 August 2016.
Press release Notice of Annual General Meeting 2016 External link. (PDF)
Notice of Annual General Meeting 2016 External link.(PDF)
Proxy External link. (PDF)
Sign up to attend the Extraordinary General Meeting 2016 External link.
The board of directors’ of NIBE Industrier AB (publ) reg. no. 556374-8309 report in accordance with Chapter 13 Section 6 of the Swedish Companies Act External link.
Auditor's opinion External link.
The board of directors’ of NIBE Industrier AB (publ) reg. no. 556374-8309 proposed resolution on amendments to the articles of association items 4 and 5 External link.
The Board of Directors’ of NIBE Industrier AB (publ) reg. no. 556374-8309 resolution to issue new shares of class A and B with preferential rights for the shareholders subject to the shareholders’ meeting’s subsequent approval External link.
Notice of Extraordinary General External link.Meeting 2016 External link.
Proposed agenda External link.