(Información remitida por la empresa firmante)
Johan Hjertonsson who is proposed as new Chairman of the Board of Directors (re-election as Board member) has been a member of the Board of Directors since 2021. Johan Hjertonsson is born 1968 and holds a Master of Science in Business and Economics from Lund University. Since 2019, Johan has been President and CEO of Investment AB Latour. He was previously President and CEO of AB Fagerhult and Lammhults Design Group AB and has held various management positions within the Electrolux Group. Johan is also Chairman of the Board of Hultafors Group AB, Caljan AS, Alimak Group AB, Latour Industries AB and Tomra Systems AS as well as Board member of Investment AB Latour and Sweco AB. Victoria Van Camp who is proposed as new member of the Board of Directors is born 1966 and holds a Master of Science in Mechanical Engineering and Doctor of Technology from Luleå Technical University. Since 2022 Victoria runs her own consulting firm Axa Consulting with focus on advising within technology development in order to accelerate green transition. Previously she has held a number of management positions within AB SKF during the years 1996–2022. Victoria is a Fellow of the Royal Swedish Academy of Engineering Sciences (IVA) since 2017. She is also a Board member of Billerud AB, SR Energy AB and the Chalmers foundation.
More detailed information regarding the proposed members of the Board of Directors can be found in the Nomination Committee’s proposal and motivated statement which are available at the company’s website assaabloy.com/general-meeting.
Item 14 – Resolution regarding instructions for appointment of Nomination Committee and the Nomination Committee’s assignment
The Nomination Committee proposes that the following instructions for appointment of Nomination Committee and the Nomination Committee’s assignment are adopted by the Annual General Meeting. In comparison with the current instruction, the proposal includes certain clarifications in relation to the Swedish Corporate Governance Code.
According to the Swedish Corporate Governance Code (the Code), Swedish companies whose shares are traded on a regulated market in Sweden are to have a Nomination Committee.
The Nomination Committee shall be composed of representatives of the five largest shareholders in terms of voting rights registered in the shareholders’ register maintained by Euroclear Sweden AB as of August 31 the year before the Annual General Meeting1. The Chairman of the Board shall convene the Nomination Committee to its first meeting and shall also be co-opted to the Nomination Committee. Should a shareholder decline to participate in the Nomination Committee, a representative from the largest shareholder in turn shall be appointed. The composition of the Nomination Committee for the Annual General Meeting shall be publicly announced no later than six months prior to the Annual General Meeting.
In the event one or more shareholders who appointed members of the Nomination Committee, earlier than three months prior to the Annual General Meeting, no longer are among the five largest shareholders in terms of voting rights, the members appointed by such shareholders shall resign and the shareholder or shareholders who has become one of the five largest shareholders in terms of voting rights shall be entitled to appoint their representatives. If there are only marginal changes in the number of votes held or if the change occurs later than three months prior to the Annual General Meeting, no changes shall be made in the composition of the Nomination Committee unless there are special circumstances. If a member resigns from the Nomination Committee before the work is completed and the Nomination Committee finds it suitable, a substitute shall be appointed. Such a substitute shall be appointed from the same shareholder or, if that shareholder no longer is among the largest shareholders in terms of voting rights, from the largest shareholder next in turn. A change in the composition of the Nomination Committee shall immediately be publicly announced.
The term of office for the Nomination Committee runs until the next composition of the Nomination Committee has been announced. No remuneration shall be paid out to the members of the Nomination Committee. Any necessary expenses for the work of the Nomination Committee shall be paid by the company.
The members of the Nomination Committee are to promote the common interests of all shareholders. The Nomination Committee shall carry out the duties set out in the Code and, when applicable, prepare proposals to a forthcoming General Meeting regarding the election of Chairman of the General Meeting, members of the Board of Directors, Chairman of the Board, Vice Chairman of the Board, Auditor, fees for the members of the Board including division between the Chairman, the Vice Chairman, and the other Board members, as well as fees for committee work, fees to the company’s Auditor and any changes of the instructions for the Nomination Committee. This instruction shall apply until further notice.
Item 15 – Resolution on approval of remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Item 16 – Resolution regarding authorization to repurchase and transfer Series B shares in the company
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to pass a resolution, on one or more occasions for the period up until the next Annual General Meeting, on repurchasing Series B shares in the company in accordance with the following.
— The repurchase may as a maximum comprise so many Series B shares that the company after each repurchase holds a maximum of 10 percent of the total number of shares in the company.
— The repurchase of Series B shares shall take place on Nasdaq Stockholm.
— The repurchase of Series B shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price
— Payment of the Series B shares shall be made in cash.
Furthermore, the Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to pass a resolution, on one or more occasions for the period up until the next Annual General Meeting, on transferring Series B shares in the company in accordance with the following.
— The maximum number of Series B shares to be transferred may not exceed the number of shares held by the company at the time of the Board of Directors resolution.
— Transfers of Series B shares shall take place:
(i) on Nasdaq Stockholm, or
(ii) in connection with acquisition of companies or businesses, on market terms.
— Transfers of Series B shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price.
— The authorization includes the right to resolve on deviation of the preferential rights of shareholders and that payment may be made in other forms than cash.
The purpose of the authorizations is to make possible the ability for the Board of Directors to continuously adapt the company’s capital structure and thereby contribute to increased shareholder value, to be able to exploit attractive acquisition opportunities by fully or partly financing future acquisitions with the company’s own shares, and to ensure the company’s undertakings, including social security costs, in accordance with the Board of Directors’ proposal for a long-term incentive program under Item 17.
The Board of Directors has presented a motivated statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act, the statement is available at the company and on the company’s website assaabloy.com/general-meeting.
The proposal in this Item 16 requires an approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting to be valid.
Item 17 – Resolution regarding long-term incentive program
Summary of the program
(CONTINUA)