Communique from the 2019 Annual General Meeting of Skanska AB (publ)
The 2019 Annual General Meeting (the “Meeting”) of Skanska AB (publ) was held on Thursday, March 28, 2019, in Stockholm, Sweden.
Income statements and balance sheets
The Meeting adopted the income statement and the balance sheet for the parent company as well as the consolidated income statement and the consolidated balance sheet for 2018.
In accordance with the Board of Directors’ proposal, the Meeting resolved to pay a dividend to the shareholders of SEK 6.00 per share. Monday, April 1, 2019, was decided as the record date for the dividend, which means that disbursement of the dividend by Euroclear Sweden AB is expected to take place on Thursday, April 4, 2019.
Discharge from liability
The members of the Board of Directors and the CEO were discharged from liability for their administration of the company during the 2018 fiscal year.
Board of Directors
The Meeting elected members of the Board of Directors in accordance with the proposal of the Nomination Committee. Hans Biörck, Pär Boman, Fredrik Lundberg, Catherine Marcus,
Jayne McGivern and Charlotte Strömberg were re-elected as members of the Board of Directors. Jan Gurander was elected as new member of the Board of Directors. Hans Biörck was re-elected as Chairman of the Board of Directors. Nina Linander left the Board of Directors in connection with the Meeting. It was also noted that the trade unions have appointed Ola Fält, Richard Hörstedt and Yvonne Stenman as employee representatives in the Board of Directors with Pär-Olow Johansson and Anders Rättgård as deputies.
Board of Directors’ fees
The Meeting resolved on fees payable to the members of the Board of Directors, in accordance with the Nomination Committee’s proposal. Increased yearly fees to the Chairman of the Board of Directors of SEK 2,100,000 and to the other non-employee members of the Board of Directors, elected by the Meeting, of SEK 700,000 each. Remuneration for work in the committees of the Board of Directors to non-employee members of the committees, elected by the Meeting, were approved as follows. Increased yearly fees to the Chairman of the Audit Committee of SEK 230,000 and to the other committee members of SEK 165,000 each, unchanged yearly fees to the Chairman of the Compensation Committee of SEK 110,000 and to the other committee members of SEK 105,000 each, and increased yearly fees to the Chairman of the Project Review Committee and to the other committee members of SEK 210,000 each.
In accordance with the Nomination Committee’s proposal, the Meeting re-elected the accounting firm Ernst & Young AB as auditor for the period until the close of the 2020 Annual General Meeting.
Principles for salaries and other remuneration to senior executives
In accordance with the Board of Directors’ proposal, the Meeting resolved to approve the principles for salaries and other remuneration to senior executives.
Long-term employee ownership program
In accordance with the Board of Directors’ proposal, the Meeting resolved on a long-term employee ownership program for the financial years 2020, 2021 and 2022 (“Seop 5”) for permanent employees in the Skanska Group (currently approximately 32,000 permanent employees (“Employees”), 2,000 key employees (“Key Employees”), and 300 executive officers (“Executives”) (consisting of Group Leadership Team members, Business Unit Presidents, Senior Vice Presidents Group Functions and other top executives)), comprising a maximum of 12,000,000 Series B shares in Skanska. The maximum number of so-called Saving Shares each employee may invest in under Seop 5, normally by way of monthly savings, is limited to an amount of between 5 and 10 percent of the employee’s annual fixed gross salary, depending on the employee’s position. Allotment of Series B shares in Skanska will occur free of charge after the expiration of a three-year lock-up period. Participants in the categories Employees and Key Employees may be allotted so-called Matching Shares, provided that the participant retains his or her employment and also his or her own initial investment in Saving Shares during the three-year lock-up period, as well as be allotted so-called Performance Shares, provided that certain performance conditions are met. Participants in the category Executives may only be allotted Performance Shares. The level of the performance conditions will be set by the Board of Directors, be result-related and be based on the Seop 5 specific financial targets, which at Group level are based on growth in Earnings Per Share (EPS). Allotment of Matching Shares and Performance Shares will occur monthly, three years after the employee’s investment in Saving Shares. For each 4 Saving Shares, participants in the categories Employees and Key Employees may be allotted 1 Matching Share. The number of Performance Shares that may be allotted for each 4 Saving Shares will depend on the employee’s position, with a range from a maximum of 3 to 24 Performance Shares.
Seop 5 will be divided into three annual programs (each an “Annual Program”), running during the financial years 2020, 2021 and 2022, respectively. The total costs, including social security costs, for each Annual Program (excluding administrative costs) may not exceed the lowest of MSEK 700 (excluding adjustment for inflation) or 15 percent of the Skanska Group’s EBIT (Earnings Before Interest and Taxes). Currently, Skanska has 419,903,072 shares in issue, of which 19,721,759 Series A shares and 400,181,313 Series B shares. The 12,000,000 Series B shares in Skanska covered by Seop 5 represent approximately 2.9 percent of all issued shares in Skanska. Each Annual Program may comprise no more than 4,000,000 Series B shares in Skanska.
In accordance with the Board of Directors’ proposal, the Meeting resolved to authorize the Board of Directors to, on one or several occasions, however at the latest until the 2020 Annual General Meeting, resolve on acquisitions of no more than 1,000,000 own Series B shares in Skanska on Nasdaq Stockholm at a price within the from time to time applicable range of prices (spread) on Nasdaq Stockholm, meaning the interval between the highest purchase price and the lowest selling price, to secure delivery of shares to participants in Seop 5. Furthermore, the Meeting resolved in accordance with the Board of Directors’ proposal that a maximum of 12,000,000 acquired own Series B shares may be transferred free of charge to participants in Seop 5 at the time and on the other terms that participants in Seop 5 are entitled to acquire shares, i.e. normally monthly consecutively during the financial years 2023, 2024 and 2025.