Trelleborg

Trelleborg AB held its 2024 Annual General Meeting today, April 24, 2024.

Income statement and balance sheet
The Meeting adopted the income statement and balance sheet and the consolidated income statement and balance sheet for 2023.

The members of the Board and the CEO were discharged from personal liability for the 2023 financial year.

Dividend
The Meeting resolved in accordance with the Board of Directors’ proposal to pay a dividend in the amount of SEK 6.75 per share. The record date for the dividend was set as Friday April 26, 2024, which means the dividend is expected to be distributed by Euroclear Sweden AB on Thursday May 2, 2024.

Board of Directors and auditor
In accordance with the Nomination Committee’s proposal, it was resolved that the Board of Directors should comprise seven members elected by the Meeting, with no deputies.

In accordance with the Nomination Committee’s proposal, Gunilla Fransson, Monica Gimre, Henrik Lange, Johan Malmquist, Peter Nilsson, Anne Mette Olesen and Jan Ståhlberg were re-elected as Board members. The Meeting elected Johan Malmquist as Chairman of the Board.

The company’s auditor, Deloitte AB, was re-elected for the period until the close of the 2025 Annual General Meeting.

Remuneration of Board members and auditor
The Meeting resolved in accordance with the Nomination Committee’s proposal that fees paid to the Board of Directors shall be SEK 5,775,000 (5,550,000) with SEK 2,150,000 (2,050,000) to be paid to the Chairman and SEK 725,000 (700,000) each to be paid to those Board members who are not employed within the Trelleborg Group.

In addition, the Meeting resolved that fees paid to those assigned to the Audit Committee shall be SEK 305,000 (290,000) for the Chairman and SEK 180,000 (170,000) for each member not employed within the Trelleborg Group and that fees paid to those assigned to the Remuneration Committee shall be SEK 175,000 (170,000) for the Chairman and SEK 100,000 (95,000) for each member not employed within the Trelleborg Group. The Meeting also resolved that fees paid to those assigned to the Finance Committee shall be SEK 100,000 (95,000) each for the Chairman and to other members who are not employed within the Trelleborg Group.

The auditor’s fees are to be paid on a current account basis.

Remuneration report 2023
The Meeting approved the Board of Directors’ remuneration report for the 2023 financial year.

Resolution on principles of remuneration for senior executives
The Meeting resolved in accordance with the Board of Directors’ proposal on principles of remuneration for senior executives.

Resolution on the Board of Director’s proposal for the Performance Share Plan (PSP 2024/2027)
The meeting resolved in accordance with the Board of Directors’ proposal to introduce a new share program for the CEO and Group management within the Trelleborg Group ("PSP 2024/2027") and the rights for the Company to transfer its own shares in order to fulfill obligations related to participants in the share program.

Resolution on authorization of the Board of Directors to resolve on repurchase of own shares
The Meeting resolved in accordance with the Board of Directors’ proposal to authorize the Board of Directors during the period until the next Annual General Meeting to resolve on acquisition of own shares on Nasdaq Stockholm with the purpose to adapting the company’s capital structure and thereby contribute to increased shareholder value and to ensure delivery of shares and thereby associated costs for PSP 2024/2027.

Resolution on reduction of the share capital by means of cancellation of repurchased shares and increase of the share capital through a bonus issue
The Meeting resolved in accordance with the Board of Directors’ proposals to authorize the Board of Directors to take measures required to reduce the share capital with SEK 139,465,158 through cancellation of 13,578,733 own shares of series B that are held by the company, and at the same time restore the company’s share capital with the same amount by increasing the share capital by way of a bonus issue, without issuing new shares. The company’s restricted equity and share capital will therefore remain unchanged after the implementation of the bonus issue. Following completion of the reduction of the share capital and the bonus issue, the number of shares will be 241,547,186, of which 28,500,000 are shares of series A and 213,047,186 are shares of series B.

The presentation by the CEO, Peter Nilsson, will be available on www.trelleborg.com.

Minutes from the Annual General Meeting will be published on www.trelleborg.com.