At the annual general meeting in Munters Group AB held today, the following main resolutions were taken.
Adoption of the income statement and the balance sheet for the company and the group
The general meeting resolved on the adoption of the presented income statement and the balance sheet and the consolidated income statement and consolidated balance sheet as per 31 December 2019.
Appropriation of profits
The general meeting resolved in accordance with the Board’s proposal that no dividend is to be distributed for the financial year 2019 and that the company’s profit of in total SEK 4,133,272,124 should be carried forward.
Discharge from liability
Those who served as Board members or CEO during 2019 were discharged from liability for the financial year 2019.
Board of Directors
The following Board members were re-elected as ordinary members of the Board of Directors in accordance with the Nomination Committee’s proposal: Magnus Lindquist, Helen Fasth Gillstedt, Per Hallius, Lena Olving, Kristian Sildeby and Juan Vargues. In addition, Håkan Buskhe and Anna Westerberg were elected as new Board members and Magnus Lindquist was re-elected as Chairman of the Board of Directors.
Auditor
The general meeting resolved in accordance with the Nomination Committee’s proposal to appoint the registered audit firm Ernst & Young AB as the company’s auditor.
Fees to the Board of Directors and the auditor
In accordance with the Nomination Committee’s proposal it was resolved that Board fees and fees for work in the Committees of the Board of Directors, for non-employed members of the Board of Directors elected by the general meeting, should remain unchanged and that fees to the auditor should be paid in accordance with normal standards and approved invoice.
Guidelines for the remuneration of senior executives
The general meeting resolved in accordance with the Board’s proposal on guidelines for the remuneration of senior executives.
Implementation of a long-term incentive programme including resolutions on issuance of employee stock options and hedging arrangements in respect of the programme
The general meeting resolved in accordance with the Board’s proposal on the implementation of a performance based long-term incentive programme. The programme shall comprise no more than 1,699,000 employee stock options to be granted to members of the group management and certain other key employees, approximately 74 employees in total.
Each employee stock option that is not cash settled shall entitle the holder to acquire one share in the company at an exercise price equivalent to 110% of the volume-weighted average price paid for the company’s shares at Nasdaq Stockholm during a period of ten business days immediately following the date of the 2020 annual general meeting.
Each cash-settled employee stock option shall entitle the holder to a cash amount equivalent to the value of one share in the company calculated as the volume-weighted average price paid for the company’s shares at Nasdaq Stockholm during a period of ten business days immediately prior to the exercise of the option, with deduction of an exercise price determined according to the method mentioned above.
The employee stock options vest during a three year period and the programme participants shall be able to exercise employee stock options during a one year period as from and including the date of the expiry of the vesting period.
Exercise of the employee stock options shall as a principal rule be conditional upon the programme participant still being employed with the group at the time of exercise and has been employed with the group during the whole vesting period.
The employee stock options are divided in three series. Exercise of employee stock options of all series is dependent on the extent to which performance targets, linked to the compound annual growth rate in adjusted EBITA for Munters, the compound annual growth rate in Munters net sales and a compounded sustainability goal consisting of three sub-components, respectively, are satisfied during the financial years 2020-2022.
Regarding hedging arrangements, the general meeting approved the Board’s proposal regarding repurchase and transfer of own shares.
The costs of the programme, based on the assumptions stated in the notice of the annual general meeting, are estimated to SEK 8 million.
Resolution on authorisation for the Board of Directors to issue new shares and/or convertible bonds and/or warrants
The general meeting resolved in accordance with the Board’s proposal on authorising the Board of Directors to issue new shares and/or convertible bonds and/or warrants on a pre-emptive or non-pre-emptive basis. Such resolution may provide for payment in kind, payment against set-off of claims and/or on other conditions. Deviation from the shareholders’ pre-emptive rights may not be made in case of an issuance against cash payment. The number of shares that may be issued, the number of shares that convertible bonds may be converted into and the number of shares that may be subscribed for by the exercise of warrants may not exceed 18,359,780 shares in total.
About Munters Group
Munters is a global leader in energy efficient air treatment and climate solutions. Using innovative technologies, Munters creates the perfect climate for customers in a wide range of industries. Munters has been defining the future of air treatment since 1955. Today, around 3,100 employees carry out manufacturing and sales in more than 30 countries. Munters Group AB reported annual net sales of more than SEK 7 billion in 2019 and is listed on Nasdaq Stockholm. For more information, please visit munters.com.
For more information, please contact:
Ann-Sofi Jönsson, Investor Relations
E-mail: ann-sofi.jonsson@munters.se
Phone: +46 (0)730 251 005
