Head of Legal & Risk, NCC Group
Annual General Meeting 2023
NCC AB’s Annual General Meeting (AGM) was held at SPACE Arena, Sergelarkaden, Sergels torg, Stockholm on Friday March 31, 2023 at 2:30 p.m. (CET).
Watch Tomas Carlsson's speech from the AGM 2023
NCC’s AGM resolved in favor of the Board’s proposal that a dividend of SEK 6.00 per share be paid for the 2022 fiscal year, divided between two payment occasions. The record date for the first payment of SEK 3.00 per share is April 4, 2023, while the record date for the second payment of SEK 3.00 per share has been set as November 6, 2023.
Income statement and balance sheet, and discharge from liability
The AGM adopted the income statements and balance sheets for 2022 and the Board of Directors and the President were discharged from personal liability.
The AGM approved the Board of Directors’ remuneration report.
It was resolved that director fees be paid in a total amount of SEK 4,500,000, excluding fees for work on committees, distributed so that the Chairman of the Board receives SEK 1,500,000 (unchanged) and each other member receives SEK 500,000 (unchanged). Fees will be paid to the members of the Audit Committee as follows: the Chair of the Committee will receive SEK 175,000 and each other member will receive SEK 125,000. Fees will be paid to the members of the Project Committee as follows: the Chair of the Committee will receive SEK 125,000 and other member will receive SEK 100,000. The adopted Committee fees are unchanged.
Board of Directors
The AGM resolved that the Board of Directors will consist of seven regular Board members, which is an increase of one member. In accordance with the Nomination Committee’s proposal, the Meeting re-elected the Board members Alf Göransson, Simon de Château, Mats Jönsson, Angela Langemar Olsson and Birgit Nørgaard. Cecilia Fasth and Daniel Kjørberg Siraj were elected as new members. Alf Göransson was elected Chairman of the Board. Board member Geir Magne Aarstad declined re-election. Information on the Board members is available at ncc.se.
In accordance with the Audit Committee’s recommendation, the auditing firm PricewaterhouseCoopers AB (PwC) was re-elected auditor of the company, with Ann-Christine Hägglund as Auditor-in-Charge. PwC was elected until the close of the 2024 AGM. The auditors will be remunerated in return for approved invoices.
Peter Hofvenstam (CEO of Nordstjernan), Simon Blecher (fund manager, Carnegie Fonder) and Trond Stabekk (CFO, OBOS) were appointed as members of the Nomination Committee for the period up to the close of the next AGM, with Peter Hofvenstam as Chair.
Guidelines for executive remuneration
The AGM resolved on unchanged guidelines for determining executive remuneration.
Long-term performance-based incentive program
Furthermore, the AGM resolved on the introduction of a long-term performance-based incentive program (LTI 2023 Share Program) for senior executives and key personnel. A detailed description of the LTI 2023 Share
To cover commitments under the LTI 2023 Share Program, the AGM authorized the Board of Directors to decide on the transfer of own Series B shares for participants in the Share Program and on the transfer of own shares to cover the cost of the program. Program is available in the official notification of the AGM, which can be found on NCC’s website.
Cancellation of own shares, etc
Finally, the Annual General Meeting decided on a reduction of the share capital by SEK 69,398,928 kronor through the cancellation of 8,674,866 own Series B shares and an increase in the share capital of SEK 69,398,928 through a bonus issue without the issue of new shares, to restore the share capital.
Minutes with appendices
- Appendix 1 - List of shareholders entitled to vote at the meeting
- Appendix 2 - Remuneration report 2022
- Appendix 3 - Board of Directors’ motion concerning guidelines for executive remuneration
- Appendix 4 - The Board's proposals concerning LTI
- Appendix 5 - Reduction of the share capital and increase in the share capital
Other related documents
- Official notification of the AGM 2023
- Nomination Committee proposals
- Power of Attorney
- Auditor’s statement pursuant to Chapter 20, Section 14 of the Swedish Companies Act (2005:551) concerning the Board’s report with information on special redemption terms etc.
- Auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act (2005:551) regarding whether the guidelines for remuneration to senior executives adopted by the annual general meeting of shareholders have been complied with
- Remuneration report 2022
- The Board of Directors’ statement pursuant to Chapter 20, Section 13 of the Swedish Companies Act
- Statement by the Board pursuant to Chapter 18, Section 4 of the Swedish Companies Act