Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet and discharge from liability
The Annual General Meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet regarding the financial year 2023. The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to approve the remuneration report presented at the meeting. The Annual General Meeting resolved to grant each member of the Board and the CEO discharge from liability for the financial year 2023.
Allocation of profits
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, that the profits of
Board members, Chairman of the Board and auditors
The Board shall consist of six ordinary members elected by the Annual General Meeting with no deputies.
The Company shall have one auditor with no deputy auditor. The registered accounting firm
Renumeration to the members of the Board of Directors shall be paid with a fixed fee of in total
Renumeration to the Chairman of the Audit Committee shall be paid with
Renumeration to the auditor shall be paid in accordance with approved invoice.
Instructions and remuneration for the Nomination Committee
The Annual General Meeting resolved to adopt new principles for the appointment of the members of the Nomination Committee and instructions for the Nomination Committee until the next Annual General Meeting. In comparison to the previously applicable principles for the appointment of the Nomination Committee and instructions for the Nomination Committee, the changes mean that the four members of the Nomination Committee shall consist of the Chairman of the Board and a representative of each of the three largest shareholders as of the last banking day in August, instead of September. The three largest shareholders shall mean the three largest registered or ownership-grouped shareholders of the Company as of the last banking day in August.
Further, the instructions for the Nomination Committee state that no remuneration shall be paid to the members of the Nomination Committee. However, the Company shall be liable for reasonable costs associated with the Nomination Committee's assignment.
Guidelines for remuneration to senior executives
The Annual General Meeting resolved to adopt the Board of Directors' proposal for new guidelines for remuneration and other terms of employment for the Company's senior executives, which shall remain in force until the Annual General Meeting of 2028 at the latest, unless otherwise resolved by the general meeting before then. The guidelines cover remuneration arising from agreements and changes to already agreed remuneration after the Annual General Meeting 2024 has adopted the guidelines. The guidelines do not cover remuneration decided by the general meeting, such as remuneration to Board members or share-based incentive programmes.
Authorization for new issue
The Annual General Meeting decided to authorize the Board of Directors to, until the next Annual General Meeting, on one or several occasions, with or without deviation from the shareholders' preferential rights, resolve on new issues of shares, issues of warrants, entitling the holders to subscribe for new shares and issues of convertibles, entitling the holders to convert the convertibles to new shares.
The maximum number of shares that may be issued pursuant to the authorization or that may be issued through the exercise of warrants and convertibles issued pursuant to the authorization shall be 3,000,000 shares. The authorization may be used for decisions on new share issues in connection with agreements on company acquisitions and/or other capital raising.
The decisions in their entirety
The resolutions in their entirety can be found on the Company's website, www.nordiskbergteknik.se.
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