NOTICE OF THE ANNUAL GENERAL MEETING
The shareholders of NIBE Industrier AB (publ) are
hereby invited to attend the Annual General Meeting on Thursday 16
May 2024, at 5.00 p.m. in Contura’s new fire place factory,
Hyltevägen 34, Markaryd.Between 1.00 and 4.00 p.m. the shareholders
are welcome to visit Contura’s product exhibition at Skulptörvägen
10 as well as NIBE Energy Systems’ product exhibition and
Vetenskapshuset at Hannabadsvägen 1 in Markaryd.
RIGHT TO
PARTICIPATE
Shareholders are entitled to participate in the
Annual General Meeting if they;– are
registered in their own name in the share register of the company
kept by Euroclear Sweden AB (“Euroclear”) on Tuesday 7 May 2024
and, – have notified the company
of their participation in the meeting no later than Friday 10 May
2024.Shareholders who have their shares registered with a nominee
must – in addition to their notification – re-register the shares
in their own name with Euroclear. Such registration may be
temporary and must be effected no later than Friday 10 May 2024 to
be taken into account. Request for such registration must be
notified to the nominee well in advance of Friday 10 May 2024 in
order for re-registration to take place.
The Annual General
Meeting will be held in Swedish.
NOTIFICATION
Notification of participation in 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, Sweden by phone +46 433 27 36 00 or via
www.nibe.com.The notification shall include name, personal identity
number/corporate identity number, address and telephone number,
number of shares and class of shares as well as number of
advisors.Shareholders represented by proxy should send a written
and dated power of attorney together with the notification. The
power of attorney may at the time of the meeting not be older than
one year, unless a longer period of validity is stated in the power
of attorney, however not longer than five years from the date of
issue. A proxy form for this purpose is available at www.nibe.com.
The proxy form can also be ordered by phone as described above. If
requested, the power of attorney shall be presented in original.
The representative of a legal entity must present a certificate of
registration or a corresponding authorisation document showing the
authorised signatory. As confirmation of the notification of
participation NIBE Industrier AB will send an admission card which
must be brought to the meeting and presented at the
registration.
PROPOSED
AGENDA
1. Opening of the meeting.
2. Election of chairman at the
meeting.
3. Preparation and approval of a
voting list.
4. Approval of the board of
directors’ proposed agenda.
5. Election of one or two persons
to verify the minutes.
6. Examination if the meeting has
been properly convened.
7. The managing director’s
statement.
8. Presentation of the annual
report and the auditor’s report, the group financial statements and
the auditor’s report on the group as well as the auditor’s
statement concerning the application of the guidelines for
remuneration to senior executives adopted by the Annual General
Meeting 2023.
9. Resolution in respect of
a) adoption
of the income statement and the balance sheet as well as the
consolidated income statement and the consolidated balance
sheet,
b) allocation
of the company’s profit according to the adopted balance sheet,
c) discharge
from liability of the board members and the managing director.
10. Determination of the number of board
members and deputy board members to be elected by the meeting.
11. Determination of the number of auditors
and deputy auditors or registered public accounting firms.
12. Determination of fees to the board
members and the auditors.
13. Election of board members, chairman of
the board and deputy board members, if any.
14. Election of auditors and deputy auditors,
if any, or registered public accounting firms.
15. Resolution regarding approval of the board of
directors’ remuneration report.
16. Resolution in respect of the board of
directors’ proposal to authorise the board of directors to resolve
on a new issue of shares in connection with company
acquisitions.
17. Resolution on guidelines for remuneration
and other terms of employment for senior executives.
18. Closing of the meeting.
PROPOSED
DECISIONS
The class A-shareholders of the company, together
representing more than 60% of the votes in the company, hereby
submit proposals for decisions in accordance with items 2, 10, 11,
12, 13 and 14 below. The board of directors, for its part, hereby
submits proposals for decisions in accordance with items 9, 15, 16
and 17 below.
Item 2 Proposal for
election of chairman at the Annual General Meeting
It is proposed that Hans Linnarson shall be
chairman at the meeting.
Item 9
Dividend
The board of directors proposes to the Annual
General Meeting to resolve on a dividend of 0.65 SEK per share for
the financial year 2023, which also corresponds to the level of
dividend distribution for the financial year 2022. Monday 20 May
2024 is proposed as record date for the dividend. If the Annual
General Meeting resolves in accordance with the proposal, the
dividend is expected to be distributed by Euroclear on Thursday 23
May 2024.
Item 10 Proposal to
determine the number of board members and deputy board
members
It is proposed that 7 ordinary board members,
without deputies, shall be appointed.
Item 11 Proposal to
determine the number of auditors and deputy auditors or registered
public accounting firms
It is proposed that a registered public accounting
firm is appointed.
Item 12 Proposal to
determine the fees to the members of the board of directors and the
auditors
It is proposed that fees to the board of directors
shall, unchanged, be paid with a total of 3,500,000 SEK, of which
1,000,000 SEK to the chairman and 500,000 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.
Item 13 Proposal for the election of board members and
chairman of the board
It is proposed that the board members Gerteric
Lindquist, Hans Linnarson, Anders Pålsson, Eva Karlsson and Eva
Thunholm are re-elected as board members. Jenny Larsson has
declined re-election. It is proposed that James Ahrgren and Camilla
Ekdahl be elected as new board members after the deceased Georg
Brunstam and the resigning board member Jenny Larsson. Hans
Linnarson is proposed for re-election as chairman of the
board. James Ahrgren was born in 1979. James Ahrgren has
extensive industrial experience from various positions in several
international groups in various industries. Since 2021, James
Ahrgren is CEO and Group CEO of the listed AQ Group.Camilla Ekdahl
was born in 1967 and is a civil engineer. Camilla Ekdahl has solid
industrial experience and has been responsible for several
international operations. Since 2022, Camilla Ekdahl is CEO and
Group CEO of the listed Balco Group.
Item 14 Proposal for
the election of auditors and deputy auditors, if any, or registered
public accounting firms
The accounting firm KPMG is proposed as auditor
for the period until the end of the Annual General Meeting 2025.
The accounting firm KPMG has announced that if the Annual General
Meeting resolves in accordance with the proposal, KPMG will appoint
authorised public accountant Jonas Nihlberg as auditor in
charge.
Item 15 Approval of
the remuneration report
The guidelines regarding remuneration to senior
executives and the group management were decided at the Annual
General Meeting 2023. The board of directors has prepared a
remuneration report on paid and outstanding remuneration covered
by the company’s remuneration guidelines according to the Swedish
Companies Act and the Swedish Corporate Governance Board’s
remuneration rules. The board of directors proposes that the
Annual General Meeting resolves to approve the board of directors’
remuneration report.
Item 16 The board of
directors’ proposal to authorise the board of directors to resolve
on new issue of shares in connection with company
acquisitions
The board of directors of NIBE Industrier AB
(publ) proposes that the Annual General Meeting resolves to
authorise the board of directors to, on one or more occasions
during the period until the next Annual General Meeting, with or
without deviation from the shareholders’ preferential rights,
resolve on a new issue of shares of class B in the company. The
authorisation shall also include right to resolve on a new issue of
shares with provision stating payment in kind, that shares may be
subscribed for with a right of set-off or otherwise with conditions
referred to in Chapter 13 Section 5, first paragraph 6 of the
Swedish Companies Act. Share issues may only be made to finance
acquisitions of companies, part of companies or businesses. The
authorisation does not include a right for the board of directors
to decide on cash issues with deviation from the shareholders’
preferential rights. The authorisation 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 shall resolve that the managing director, or the
person appointed by the managing director, shall have the right to
make such minor adjustments to the resolution of the meeting that
may be necessary in connection with the registration with the
Swedish Companies Registration Office or Euroclear or due to other
formal requirements.A valid resolution by the meeting in accordance
with the board of directors’ proposal above requires that the
resolution is supported by shareholders representing at least two
thirds of both the votes cast and the shares represented at the
meeting.
Item 17 The board of directors’ proposal for guidelines for
remuneration and other terms of employment for senior
executives
The board of directors of NIBE Industrier AB
(publ) proposes that the Annual General Meeting resolves to adopt
the following guidelines.
Who the guidelines cover and their
applicabilityThese guidelines cover the NIBE Group’s senior
executives, i.e. the managing director/CEO, financial director/CFO
and the three business area managers. To the extent a board member
performs work for the NIBE Group or any of the NIBE Group’s
associated companies in addition to the board assignment, these
guidelines shall also apply to any remuneration (e.g. consultancy
fees) for such work. Unless otherwise stated below, the guidelines
do not cover board fees, which are decided by the general
meeting.
The guidelines’ promotion of the company’s
business strategy, long-term interests and sustainability In
short, NIBE’s business strategy is to deliver world-class
sustainable energy solutions. For more information regarding the
company’s business strategy, see www.nibe.com. The successful
implementation of the company’s business strategy and the
safeguarding of NIBE’s long-term interests, including its
sustainability, requires that NIBE can attract and retain a highly
qualified management team with the capacity to achieve set goals.
This requires that the company can offer competitive remuneration
conditions. These guidelines enable senior executives to be offered
remuneration on market terms and to be competitive in order to
attract and retain personnel.
The forms of remunerationRemuneration can be paid
as fixed salary, variable salary, pension and other benefits such
as car benefit. Board fees shall not be paid to senior
executives, who are employed by the group. All senior
executives, who have not reached the age of 65, shall have
retirement benefits corresponding to the defined benefit ITP-plan
(supplementary pensions for salaried employees) (SW: ITP-planen),
section 2, up to 30 income base amounts (SW: inkomstbasbelopp). For
salary parts in excess of this, a premium at a fixed percentage of
30% shall be paid. The total pension premiums may amount to a
maximum of 35% of the total remuneration. Senior executives, who
have reached the age of 65, are not entitled to retirement
benefits.Other benefits may include medical insurance, life
insurance and car benefits, among others, and may not exceed 5% of
the total remuneration.
Criteria for payment of variable remunerationAs an
incentive, senior executives should be able to have a variable
salary part, which is paid if set goals are met. These goals are
set by the board of directors and shall be measurable and
predetermined, e.g. percentage growth, operating margin and working
capital reduction. The goals are set for one financial year at a
time. By rewarding clear and measurable achievements linked to the
company’s financial and operational development, the goals set
should contribute to motivate the senior executives to achieve the
company’s goals regarding business strategies, long-term
perspective and sustainability. The variable salary part shall
be limited to four months’ salary. In addition thereto, an extra
month’s salary may be paid as remuneration, provided that the
senior executive uses this extra remuneration and an additional
month’s salary of his/her variable remuneration for acquisition of
NIBE-shares. A condition for the extra remuneration is that the
senior executive keeps the annually acquired NIBE-shares for at
least three years. If this condition is not met, the company is
entitled to recover this part of the remuneration. The extra
remuneration that can be paid for acquiring NIBE-shares aims to
increase the senior executives’ long-term commitment to the company
and thereby favour the company’s business strategy, long-term
interests and sustainability. Normally, the senior executives’
acquisition of NIBE-shares will take place once a year in
February/March, by applying the applicable rules against market
abuse. The managing director shall not be subject to any incentive
programme.
Termination of employmentSenior executives shall
be employed on a permanent or fixed term basis. The period of
notice given by the company to the managing director shall be six
months. The managing director shall be entitled to severance
payment corresponding to 12 months’ salary. Other senior
executives shall receive a salary during a period of notice varying
between 6-12 months.There shall be no special agreement stating
that a senior executive can leave his/her employment before a
certain retirement age and receive a certain part of his/her salary
until then.
Consideration of salary and terms of employment
when preparing the guidelinesWhen preparing the board of directors’
proposal for these guidelines, the average salary and terms of
employment for the employees at the Swedish companies in the NIBE
group have been taken into account by obtaining information
regarding the average salary and terms of employment as well as the
rate of increase of remuneration over the period of employment at
NIBE. A very important additional factor has been the group’s
growth, both in terms of turnover and result. Moreover, a
comparison has been made with other Swedish listed companies of the
same size. The aforementioned information has been part of the
board of directors’ decision-making basis for evaluating the
reasonableness of the guidelines.
Fees for consultancy services performed by board
membersThe company’s board members elected by the general meeting
may, in special cases, be remunerated for consultancy services
within their respective field of competence, which does not
constitute board work, for a limited period of time. For these
services, a market-based fee shall be paid.
How these guidelines have been preparedThese
guidelines have been prepared by the board of directors. The
managing director and other senior executives have not
participated in the board of directors’ preparations and decisions
regarding the guidelines. The guidelines are subject to annual
review through personal contact by the chairman of the board with
the major shareholders.
Deviation from the guidelinesThe board of
directors may deviate from the guidelines as regards pension, bonus
and other benefits if there are special reasons for doing so in an
individual case and a deviation is necessary in order to meet the
company’s long-term interests and sustainability or to ensure the
company’s financial viability.
The presence of significant changesThe proposal
for guidelines is consistent with the guidelines approved by the
Annual General Meeting in 2023. The annual review of the guidelines
has not resulted in any significant changes.
Available
documents
The annual report and the auditor’s report,
complete proposals for decisions concerning items 16 and 17, the
auditor’s statement according to Chapter 8 Section 54 of the
Swedish Companies Act and other documents will be made available to
shareholders at the company’s premises in Markaryd and on the
company’s web site, www.nibe.com, no later than 25 April 2024 and
will be sent to shareholders requesting it and stating their
address.
Information
The shareholders are informed of their right to
request information at the Annual General Meeting concerning
circumstances that may affect the assessment of an item on the
agenda and circumstances that may affect the assessment of the
company’s financial situation.
Shares and votes
At the time of issuance of this notice, the total
number of shares in the company amounts to 2,016,066,488, of which
233,130,360 shares are of class A and 1,782,936,128 shares are of
class B. The total number of votes in the company amounts to
4,114,239,728.
Processing of
personal data
For information on how your personal data is
processed,
see:https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Markaryd in April 2024NIBE Industrier AB (publ)The
Board of Directors
For more information: Gerteric Lindquist, CEO and
Hans Backman, CFO; +46 (0) 433-27 30 00
This press release contains information that NIBE
Industrier AB (publ) is obliged to make public pursuant to Nasdaq
Stockholm´s Rule book for Issuers. This information was submitted
by the contact persons above for publication on 10 April 2024 at
08.00 CET.
NIBE Group – an international Group with
companies and a presence worldwideThe NIBE Group is an
international Group that contributes to a reduced carbon footprint
and better utilization of energy. In our three business areas –
Climate Solutions, Element and Stoves – we develop, manufacture and
market a wide range of eco-friendly, energy-efficient solutions for
indoor climate comfort in all types of properties, plus components
and solutions for intelligent heating and control in industry and
infrastructure.
Since its beginnings in the town of Markaryd in
the Swedish province of Småland 70 years ago, NIBE has grown into
an international company with an average of 23,100 (21,300)
employees and an international presence. From the very start, the
company has been driven by a strong culture of entrepreneurship and
a passion for corporate responsibility. Its success factors are
long-term investments in sustainable product development and
strategic acquisitions. Combined, these factors have brought about
strong, targeted growth, which generated sales of just under SEK 47
(40) billion in 2023.
NIBE has been listed under the name NIBE
Industrier AB on the Nasdaq Nordic Large Cap list since 1997, with
a secondary listing on the SIX Swiss Exchange since 2011.
Nibe Industrier AB (TG:NJB)
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