Bulletin from AGM in Rottneros
Among others, the following resolutions were passed at the Annual General Meeting (the “AGM”) of Rottneros AB (publ) (“Rottneros” or the “Company”) held today, on 20 March 2024.
Adoption of income statement and balance sheet for the financial year 2023 and discharge from liability
The AGM resolved to adopt the income statement and the consolidated income statement for the financial year 2023 as well as the balance sheet and consolidated balance sheet as of 31 December 2023, as set out in the annual report. The members of the board of directors and the managing director were discharged from liability for the financial year 2023.
Allocation of profit or loss
The AGM resolved, in accordance with the board of directors’ proposal, that the profits at the disposal of the AGM, amounting to SEK 487,072,163 be disposed of in such a way that a total amount of SEK 76,285,963 corresponding to SEK 0.50 per share eligible for dividends, shall be distributed to the shareholders and SEK 410,786,201 shall be carried forward to a new account.
Election of board members, auditors, fees to the board of directors and auditors
The AGM resolved, in accordance with the nomination committee’s proposal, that the number of members of the board of directors elected by the AGM shall be six without deputies and that the number of auditors shall be one registered accounting firm without deputy auditors.
In accordance with the nomination committee’s proposal, Per Lundeen, Roger Mattsson, Julia Onstad, Conny Mossberg, Johanna Svanberg and Magnus Wikström were re-elected as members of the Board of Directors, all for the period until the end of the next annual general meeting. Per Lundeen was re-elected as the chairman of the board of directors.
The audit firm PricewaterhouseCoopers AB was re-elected as auditor of the Company, with Bo Karlsson as auditor-in-charge, for the period until the end of the next annual general meeting.
The AGM further resolved to, in accordance with the nomination committee’s proposal and for the period until the end of the next annual general meeting, that fees to members of the board who are not employed within the Company shall be paid with SEK 636,000 to the chairman of the board and SEK 318,000 to each of the other members of the board, with
SEK 22,000 per member of the audit committee and SEK 22,000 per member of the remuneration committee. A fee of SEK 32,000 shall be paid to each of the employee representatives regarding the time required to read materials ahead of meetings.
The AGM further resolved, in accordance with the nomination committee’s proposal, that the remuneration to the auditor shall be paid in accordance with approved statement of costs.
Principles for the appointment of the nomination committee
The AGM resolved, in accordance with the nomination committee’s proposal and additions from shareholders, that the principles for appointment of a nomination committee as adopted at the annual general meeting 2018 and as presented in the convening notice would remain unchanged with the addition that the principles include that the nomination committee should work for an even gender distribution in the board of directors.
Approval of the board of directors’ remuneration report
The AGM resolved, in accordance with the proposal from the board of directors, to approve the remuneration report for the financial year 2023.
Guidelines for remuneration to the executive management
The AGM resolved, in accordance with the proposal from the board of directors, on guidelines for remuneration to the executive management and board members. In short, the guidelines state that remuneration within Rottneros shall be based on principles of performance, competitiveness and fairness. The remuneration to the executive management may consist of fixed remuneration, variable remuneration, share and share-price related incentive programs, pension and other benefits.
For more information please contact:
Lennart Eberleh, President and CEO, Rottneros AB, +46 (0)270 622 65, lennart.eberleh@rottneros.com
The information was submitted for publication, through the agency of the contact person set out above, at 16.30 CEST on 20 March 2024.