April 28, 2021
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 2020.
The proposed dividend of SEK 2.50 per share, to be paid in two equal instalments of SEK 1.25, was approved. The record date for the first instalment is April 30, 2021, and for the second instalment October 28, 2021. The first instalment is expected to be distributed by Euroclear on May 5, 2021, and the second instalment on November 2, 2021.
The Annual General Meeting resolved on a share split and an automatic redemption procedure in accordance with the Board of Directors’ proposal. The redemption procedure means that approximately SEK 3.6 billion or SEK 3.00 per redemption share, will be distributed to the shareholders, in addition to the ordinary dividend of SEK 2.50 per share.
The redemption procedure includes
- Split of each series A share and series B share (so-called share split) into two shares, one of which will be a redemption share. The record day for the share split is May 17, 2021.
- Reduction of the share capital for repayment to the shareholders by way of redemption of 1 213 738 703 redemption shares (whereby shares of series A and series B will be redeemed in proportion to the number of shares of the respective series issued).
- Increase of the share capital by SEK 250 000 000 by way of a bonus issue, whereby the Company’s non-restricted equity is to be used.
Last trading day including right to receive redemption share is May 12, 2021. The redemption shares of series A with ISIN code SE0015658125 and the redemption shares of series B with ISIN code SE0015658133 will be traded on Nasdaq Stockholm from May 19 until June 2, 2021, upon which all redemption shares will be redeemed. Payment of the redemption amount is expected to take place on June 11, 2021. ISIN code for the ordinary shares of series A is SE0015658109 and ISIN code for the ordinary shares of series B is SE0015658117.
The following nine Board members were re-elected: Lennart Evrell, Johan Forssell, Helena Hedblom, Jeane Hull, Ronnie Leten, Ulla Litzén, Sigurd Mareels, 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 2,130,000 to the Chair of the Board and SEK 665,000 each to the other Board members. To the Chair of the Audit Committee SEK 275,000 and SEK 185,000 each to the other members. To the Chair of the Remuneration Committee SEK 130,000 and SEK 95,000 each to the other members, and remuneration of 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 Epiroc AB 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 Epiroc AB’s auditing company.
The Annual General Meeting approved the proposal of the Board of Directors regarding guidelines for executive remuneration (CEO and other members of the Group Management) and a performance-based personnel option plan for 2021.
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 2021, 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 2016, 2017 and 2018, 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, Lennart Evrell and Ronnie Leten were elected to serve on the Audit Committee. Ronnie Leten, Chair, Lennart Evrell and Johan Forssell were elected as members of the Remuneration Committee. Anders Ullberg, Chair, and Ronnie Leten were elected as members of the Repurchase Committee.
A speech by the President and CEO is available on Epiroc’s webpage www.epirocgroup.com/agm, where the minutes from the Annual General Meeting will also be published.
Epiroc is a vital part of a sustainable society and a global productivity partner for mining and infrastructure customers. With ground-breaking technology, Epiroc develops and provides innovative and safe equipment, such as drill rigs, rock excavation and construction equipment and tools for surface and underground applications. The company also offers world-class service and other aftermarket support as well as solutions for automation, digitalization and electrification. Epiroc is based in Stockholm, Sweden, had revenues of SEK 36 billion in 2020, and has 14 000 passionate employees supporting and collaborating with customers in about 150 countries. Learn more at www.epirocgroup.com.