CLICK RELEASE
Bergman Annual General Meeting & the earthquake AB held 24 August 2022
At the Annual General Meeting and statutory meeting of the Board of Directors of Bergman & Beving AB today, the resolutions passed included the following:
Determination of income statement and balance sheet
The Annual General Assembly approved the balance sheet and income statement as well as the consolidated income statement and consolidated balance sheet.
Dividend
The Annual General Meeting approved a dividend of SEK 3.40 (3.00) per share. The record date for the payment of the dividend was set as August 26, 2022. The dividend is expected to be distributed to shareholders by Euroclear Sweden AB on August 31, 2022.
Discharge the Board of Directors and the President from responsibility
The Annual General Meeting decided to discharge the Board of Directors and the President from the responsibility for the administration of the Company for the financial year from April 1, 2021 to March 31, 2022.
Board of Directors
At the meeting, the proposal of the Electoral Commission was approved for the Board to consist of six regular directors.
The meeting decided to make SEK 2,725,000 available to the Board of Directors for the compensation of its members. The compensation of the Board of Directors is divided as follows: SEK 850,000 for the Chairman of the Board and SEK 375,000 for each of the other directors. In addition, the Annual General Meeting decided that the following additional fees will be paid for the work of the committee: Compensation Committee SEK 80,000 for each director of the committee and Audit Committee SEK 80,000 for the Chairman.
Directors will be able to bill their Board fees through a wholly owned Swedish company or private business, if current tax legislation allows billing and provided the Company has no expenses. If a director invoices his/her Board fee through a wholly owned private company or business, the fee shall be increased by an amount equal to statutory social security contributions and value added tax.
Audit fees will be paid in accordance with approved invoices.
Current directors Fredrik Börjesson, Charlotte Hansson, Henrik Hedelius, Malin Nordesjö, Niklas Stenberg and Jörgen Wigh were re-elected.
Jörgen Wigh was re-elected as Chairman of the Board.
At the statutory meeting of the Board, the entire Board was appointed to serve as the Company’s Audit Committee. Chairman Jörgen Wigh was appointed Chairman of the Audit Committee. Chairman and director Malin Nordesjö was appointed to serve as the Company’s Compensation Committee.
A presentation of the Board of Directors is available on the Company’s website at www.bergmanbeving.com.
Auditors
The Annual General Meeting decided to re-elect the registered accounting firm KPMG AB as the Company’s auditors for the period ending with the postponement of the Annual General Meeting 2023. KPMG has appointed Chartered Public Accountant Håkan Olsson Reising as Chief Auditor.
Approval of remuneration report
The Annual General Assembly decided to approve the remuneration report of the Board of Directors.
Purchase and carry of treasury shares
The Annual General Meeting resolved in accordance with the Board’s motion to authorize the Board, on one or more occasions during the period until the next Annual General Meeting, to purchase and dispose of the Company’s shares. The purpose of such repurchases is to be able to adjust the Group’s capital structure and pay for future acquisitions of businesses and operations using treasury shares. By holding own shares, the Company’s outstanding obligations for share-based incentive programs are also secured.
Purchases will be made on Nasdaq Stockholm at a price that is within the price range recorded at any time, meaning the range between the highest purchase price and the lowest sale price. Purchases of own shares are limited so that the total holding of the Company’s treasury shares at any time does not exceed 10 percent of the total number of shares in the Company.
Divestitures of the Company’s treasury stock may be effected with or without preferential rights to shareholders, but may not be effected on Nasdaq Stockholm. Divestments may be made to finance acquisitions of businesses or operations.
At the ensuing statutory meeting of the Board, the Board decided to be able to exercise the mandate it had received from the Annual General Meeting to repurchase the Company’s shares.
Issuance of call options for repurchased shares and transfer of repurchased shares to executives
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, in derogation of the preferential rights of shareholders, to offer 25 senior executives at Bergman & Beving Group the opportunity to purchase up to 210,000 call options for the repurchased class of the Company. B shares. These options will entitle holders to purchase a corresponding number of shares during the period beginning on September 9, 2025 and ending on June 5, 2026, equal to approximately 0.8 percent of the total number of shares and approximately 0.6 percent of of the total number of votes in the company. Options must be purchased at market value. The purchase price of the shares when the purchase options are exercised will correspond to 120 percent of the volume-weighted average price paid for the Company’s Class B shares on Nasdaq Stockholm during the period from August 25, 2022 to September 7, 2022, inclusive. To encourage participation in the stock-based incentive program (the “Program”), a subsidy equivalent to the premium paid for each purchase option will be paid. The grant will be paid in September 2024 provided that the option holder’s employment with the Group is not terminated or that the purchase options are not terminated prior to that date.
The costs of the Program include the subsidy that will be paid in September 2024 as above, and the social security charges that will be collected for this subsidy. The total cost of the subsidy, including social security fees, is estimated at 2.5 MEK after corporate tax (based on market conditions on 30 June 2022). The compensation of the subsidy is the option premium totaling about 2.5 MEK, which the Company will receive during the transfer of the call options, as a result of which the Program does not bring any net charge to the company’s capital.
Information about the Annual General Meeting
Further information about the Annual General Meeting is available on the Company’s website under: Corporate Governance/Annual General Meeting.
Next report
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 & Beving AB (public)
BOARD OF DIRECTORS
For more information, please contact:
Magnus Söderlind, President & 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 information that Bergman & the earthquake AB (publ) is obliged to go public in accordance with the Nasdaq Stockholm issuer rulebook. The information is submitted for publication, through the agency of the contact persons defined above, at 6:00 afternoon CEST in 24 August 2022.
Bergman & Beving attracts, acquires and, in the long term, develops leading companies across broad areas that provide productive, safe and sustainable solutions for the industrial and construction sectors. Through our companies, we are represented in over 4,000 sales points in more than 25 countries. Bergman & Beving is listed on Nasdaq Stockholm and has approximately 1,200 employees and generates revenues of approximately SEK 4.5 billion. Read more on the company’s website: www.bergmanbeving.com.
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