5/3/2018 6:15 PM Ahlsell’s 2018 Annual General Meeting
Ahlsell held its AGM in Stockholm on 3 May, 2018. Ahlsell’s CEO Johan Nilsson presented the business and the financial results for 2017 and the first quarter 2018.
“2017 was a very successful year, and so far, we have also had a strong start to this year.”, said Johan Nilsson who also concluded that the market outlook remains promising for the remainder of 2018.
Adoption of income statements and balance sheetsThe AGM adopted the 2017 financial year income statements and balance sheets for the parent company and for the Group. The Board members and the CEO were discharged from liability for the 2017 financial year.
DividendThe AGM resolved on a dividend of SEK 1.65 per share. The record date for the dividend was set to Monday 7 May 2018. The dividend is expected to be paid on Friday 11 May 2018.
Board of Directors In accordance with the Nomination Committee's proposal, Susanne Ehnbåge was elected as a new member and Kenneth Bengtsson, Peter Törnquist, Johan Nilsson, Magdalena Gerger, Satu Huber, Gustaf Martin-Löf, Terje Venold and Søren Vestergaard-Poulsen were re-elected. Kenneth Bengtsson was re-elected as Chairman and Peter Törnquist was re-elected as Deputy Chairman. The trade unions have appointed Glenn Edlund, Maria Herbertsson and Anders Holger-Nilsson as board members.
Fees to the BoardThe AGM resolved, in accordance with the Nomination Committee’s proposal on remuneration to the Board, on the following allocation: SEK 1,050,000 to the Chairman of the Board, SEK 615,000 to the Deputy Chairman of the Board and SEK 410,000 to each Board member who is not an employee of the company. Additionally, the fees for work on the Audit Committee shall amount to SEK 150,000 to the Chairman of the Committee and SEK 100,000 to the members, and, the fees for work on the Remuneration Committee shall amount to SEK 100,000 to the Chairman of the Committee and SEK 50,000 to the members.
AuditorThe AGM decided, in accordance with the Nomination Committee’s proposal and the Audit Committee’s recommendation, to re-elect KPMG AB as auditor for the period until the end of the 2019 AGM. Fees to the auditor are paid in accordance with approved invoicing routines. KPMG AB has stated that Joakim Thilstedt will be the auditor-in-charge.
Authorization for the acquisition and transfer of the company’s own sharesThe AGM authorised the Board, on one or more occasions until the next AGM, to acquire and transfer, at the most the number of shares in Ahlsell to ensure that the company holds, at any time after the acquisition, a combined total of no more than ten per cent of all shares in Ahlsell. The purpose of this authorisation is partly to provide the Board with greater scope to act in their work on the company’s capital structure, and partly to enable the company to finance acquisitions with its own shares. The authorisation also serve to enable hedging of costs and delivery associated with Ahlsell’s long-term incentive programmes.
Implementation of a long-term share savings programThe AGM resolved, in accordance with the Board’s proposal, to implement a long-term share savings program (SSP 2018) comprising approximately 120 senior executives and other key employees which have been deemed capable of influencing the company’s earnings.
SSP 2018 requires the participants to acquire or hold a minimum number of shares in Ahlsell (Savings Shares). Participants that retain Savings Shares until the end of the program in June 2021 and continue to be employed by Ahlsell during this time may receive up to three (3) shares for each Savings Share free of charge (Performance Shares). The number of Performance Shares that may be received will be determined based on the fulfilment of a number of defined performance targets during the vesting period July 2018 – June 2021. The performance targets relates to sales growth, EBITA margin, and shareholder return.
The maximum number of shares in Ahlsell that may be allocated under SSP 2018 is limited to 1,461,000, which represents approximately 0.33 per cent of the total number of shares in the company. Further details about SSP 2018 can be found in previously made press releases as well as at the company’s website.
Implementation of a long-term call option programThe AGM further resolved to implement a long-term call option program (CO 2018/2022) in accordance with the Board’s proposal. CO 2018/2022 is directed to approximately ten senior executives in Ahlsell which are considered capable of significantly influencing the company's result.
The number of call options in Ahlsell to be allocated under CO 2018/2022 is limited to 447,000, representing approximately 0.10 per cent of the total number of shares in the company. Each call option entitles to purchase of one share in the company during the period 1 June 2021 until and including 31 May 2022. Further details about CO 2018/2022 can be found in previously made press releases as well as at the company’s website.
Guidelines on remuneration for senior executivesThe AGM adopted the guidelines proposed by the Board for remuneration to senior executives.
Instructions to the Nomination CommitteeThe AGM adopted the rules of procedure for the Nomination Committee as proposed by the Nomination Committee.
The full set of documents from the AGM will be made available on the company’s website www.ahlsell.com.
For further information please contact: Carl-Gustaf Österberg, General Counsel
+46 8 685 70 00, firstname.lastname@example.org
Karin Larsson, Head of IR and external communications
+46 8 685 59 24, email@example.com
Ahlsell is the Nordic region’s leading distributor of installation products, tools and supplies for installers, construction companies, facility managers, industrial and power companies and the public sector. The unique customer offer covers more than one million individual products and solutions. The Group has a turnover of over SEK 28 billion and about 97 percent of revenue is generated in the three main markets of Sweden, Norway and Finland. With about 5,600 employees, more than 230 branches and three central warehouses, we constantly fulfil our customer promise: Ahlsell makes it easier to be professional!
Press release, May 3, 2018