Trelleborg AB’s Annual General Meeting was held on April 24, 2013 in Trelleborg. Approximately 700 shareholders participated in the Meeting. The theme of CEO Peter Nilsson’s address was “Change and continuity.”
“2012 was a highly eventful year for Trelleborg. We continued our efforts aimed at improving the Group’s geographic balance by increasing our presence in markets outside Western Europe and North America. During the year, we established and acquired no fewer than nine operations in China, India and Brazil.
“One strategic milestone during the year was the formation of TrelleborgVibracoustic. This joint venture comprises a merger of our operation in antivibration solutions for light and heavy vehicles with Freudenberg’s corresponding operation. The businesses complement each other in an excellent manner in terms of geographical coverage, product portfolios and customers, and command a global, market-leading position.
“We are now expanding our efforts to further improve our various processes in sales, production, purchasing and capital management. At the same time, our shift to attractive geographies and market segments is continuing untiringly. This work has already generated results in the form of strengthened market positions, higher sales, improved profitability and a stronger financial position. Despite the considerably weakened market position during the second half of the year, 2012 was our best year to date. But we are far from satisfied. We are working with full focus toward new, higher financial targets as of 2013.”
The CEO’s address at the AGM can shortly be viewed or read at www.trelleborg.com.
Anders Narvinger, Trelleborg’s Chairman for many years, who had declined reelection, was thanked at the AGM.
The Annual General Meeting resolved the following:
In accordance with the proposal of the Board of Directors and the President, the Annual General Meeting resolved to pay a dividend of SEK 3.00 per share (2.50). April 29 is the record date, which means that the dividend is expected to be distributed by Euroclear Sweden AB on May 3.
Income statement and balance sheet
The Meeting adopted the income statement and balance sheet, and the consolidated income statement and balance sheet for 2012. The members of the Board and the President were discharged from personal liability for the 2012 fiscal year.
Board of Directors and auditor
In accordance with the Nomination Committee’s proposal, Heléne Vibbleus Bergquist, Claes Lindqvist, Sören Mellstig, Hans Biörck, Nina Udnes Tronstad, Bo Risberg and Peter Nilsson were reelected. Jan Carlson was elected as a new Board member. The Meeting elected Sören Mellstig as Chairman of the Board.
The Company’s auditor, PricewaterhouseCoopers, with Mikael Eriksson as auditor in charge, was reelected for the period until the close of the 2014 Annual General Meeting.
Remuneration and remuneration principles
In accordance with the Nomination Committee’s proposal, the Meeting decided the total fees paid to the Board, excluding travel expenses, be SEK 3,620,000 (3,450,000), with SEK 1,100,000 (1.050,000) to be paid to the Chairman and SEK 420,000 (400,000) each to be paid to those Board members elected by the AGM who are not employed within the Trelleborg Group. The Nomination Committee proposes that the auditor’s fees be paid on a current account basis.
In addition, the Meeting decided that fees paid to those assigned to the Audit Committee be SEK 150,000 (150,000) for the Chairman and SEK 100,000 (100,000) each for other members and that fees paid to those assigned to the Remuneration Committee be SEK 50,000 (50,000) for each member.
In accordance with the Board’s proposal, the Meeting approved the remuneration principles for the President and senior executives.
Decision on the Nomination Committee
The Annual General Meeting approved the nomination process for the Nomination Committee as presented.