Annual General Meeting 2016
The Annual General Meeting (“AGM”) of Inwido AB was held earlier today, Tuesday May 10, 2016, at Malmö Börshus. At the meeting, CEO Håkan Jeppsson accounted for his view of the operating year 2015. He emphazised the fact that 2015 was Inwidos best year to date, and that the company will continue on the stated plan with a predominance of sales in consumer-driven channels, the continuous work of reviewing the operational structure and to work with both organic and acquisition-based growth.
Håkan Jeppsson comments:
“The agreements we have signed to acquire Outrup in Denmark and Lämpölux in Finland fit into our strategy well. They are two excellent, profitable companies with skilful management that are strong in sales channels and markets that we focus on”.
“After a strong end to 2015, the first quarter has been volatile and a few business areas reported somewhat lower results than the year before. However it is pleasing to note that we’ve begun 2016 with stable profitability, an increase of almost 30 percent compared to last year”.
Further, the following principal resolutions were passed:
Election of Board of Directors and Auditor
Arne Frank, Benny Ernstson, Eva S. Halén, Sisse Fjelsted Rasmussen and Anders Wassberg were re-elected as Board members. Leif Johansson and Henrik Lundh had declined re-election. Arne Frank was re-elected as Chairman of the Board. Thomas Forslund, KPMG, was elected as new auditor and Linda Bengtsson, KPMG, was re-elected as deputy auditor.
It was resolved that the fees to the Board of Directors should be SEK 215,000 to each Board member not employed by the company and SEK 440,000 to the Chairman of the Board. It was further resolved that the fee to members of the Audit Committee should be SEK 50,000, to the Chairman of the Audit Committee should be SEK 100,000 and to the members and the Chairman of the Remuneration Committee should be SEK 25,000, respectively.
The AGM resolved in accordance with the proposal from the Board and the CEO on dividend amounting to SEK 2.50 per share. The record date for the dividend shall be Thursday May 12, 2016, thus dividend is expected to be paid by Euroclear Sweden AB starting Tuesday May 17, 2016.
Guidelines for remuneration to senior executives
In accordance with the proposal by the Board, the AGM resolved upon guidelines for remuneration to senior executives principally entailing the following. The total remuneration and the terms and conditions for the senior executives should correspond to relevant market conditions and will include fixed salary, variable remuneration, pension benefits, other benefits as well as conditions for termination. The variable remuneration is to be based on the outcome of predetermined objectives. The variable cash remuneration is to be limited to 50% of the fixed annual salary. Variable remuneration may also be paid in the form of long-term incentive programs. Pension benefits must be premium-based. The Board of Directors may derogate from these guidelines in certain cases if there are special reasons for doing so.
Establishment of a long-term incentive program
In accordance with the proposal from the Board, the AGM resolved to adopt a long-term incentive program consisting of two parts: an issue of convertible bonds with the opportunity for all employees to participate and an issue of subscription warrants to approximately 50 of the company’s senior executives and so-called Senior Leaders.
The convertible loan shall amount to a maximum nominal value of SEK 40,000,000 or, when applying the established conversion price, the amount corresponding to a maximum increase of the share capital by SEK 1,200,000. The convertible bonds carry interest, are issued to its nominal amount which corresponds to the market value, and shall be convertible into new shares from and including 1 August 2019 up to and including 15 September 2019. All employees shall be entitled to subscribe in accordance with the principles set forth in the Board’s proposal. The conversion price is SEK 130.3.
The issue of subscription warrants entails a maximum of 500,000 subscription warrants to be issued to Inwido’s wholly owned subsidiary Inwido Europe AB, for further transfer to the company’s senior executives and Senior Leaders. Transfer shall be at market value at the time of transfer, and allotment shall be made in accordance with the principles set out in the Board’s proposal. Subscription of shares by exercise of the subscription warrants shall take place during the period from and including 1 August 2019 up to and including 15 September 2019. The subscription price per share shall correspond to the conversion price for the convertibles of SEK 130.3.