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, 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 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.
Processing of personal data
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.
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 remu- neration 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.
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)
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 - 27 30 00