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May 9, 2019
Stockholm, Sweden: Epiroc AB on Thursday May 9 held its Annual General Meeting, chaired by Sven Unger.
The income statements and the balance sheets of the parent company and the Group were approved, together with the Board’s proposal for profit distribution. The Board of Directors and the President and CEO were discharged from liability for the financial year 2018.
The proposed dividend of SEK 2.10 per share to be paid in two equal instalments of SEK 1.05 was approved. The record date for the first instalment is May 13, 2019 and for the second instalment it is October 30, 2019. The first instalment is expected to be distributed by Euroclear on May 16, 2019 and the second instalment on November 4, 2019.
Eight Board members were elected. The following Board members were re-elected: Lennart Evrell, Johan Forssell, Jeane Hull, Ronnie Leten, Per Lindberg, Ulla Litzén, Astrid Skarheim Onsum and Anders Ullberg. Ronnie Leten was re-elected Chair of the Board.
The Annual General Meeting approved the fees to the Board members elected by the meeting and not employed by the company as follows:
Remuneration of SEK 2,050,000 to the Chair of the Board and SEK 640,000 each to the other Board members. To the chair of the Audit Committee SEK 260,000 and SEK 175,000 each to the other members. To the Chair of the Remuneration Committee SEK 125,000 and SEK 90,000 each to the other members. SEK 70,000 to each Board member who, in addition to the above, participates in a committee in accordance with a decision of the Board of Directors.
The Annual General Meeting approved the proposal allowing Board members to receive half of the Board fee in the form of synthetic shares and the remaining part in cash. The Annual General Meeting also approved that the obligation of the Company to pay an amount corresponding to the synthetic shares shall be hedged through the purchase of own series A shares.
The Annual General Meeting re-elected Deloitte AB as the Company’s auditing company.
The Annual General Meeting approved the proposal of the Board of Directors regarding guiding principles for remuneration to senior executives (CEO and other members of Group Management) and a performance based personnel option plan for 2019.
The Annual General Meeting authorized the Board to decide on the purchase and transfer of own series A shares, in order to fulfill obligations related to the performance stock option plan for 2019, and to the part of the Board fee that consists of synthetic shares. The Board was authorized to sell shares in order to fulfill obligations related to the performance stock option plans for 2014, 2015 and 2016, and to cover costs related to synthetic shares to the Board of Directors.
A statutory Board meeting was held after the Annual General Meeting. Ulla Litzén, Chair, Anders Ullberg and Ronnie Leten were re-elected to serve on the Audit Committee. Ronnie Leten, Chair, Lennart Evrell and Johan Forssell were re-elected as members of the Remuneration Committee.
The speech to the shareholders by Epiroc’s President and CEO Per Lindberg will be published on the Group's website https://www.epirocgroup.com/en/investors/corporate-governance/general-meetings where the minutes from the Annual General Meeting will also be published.