ENAD GLOBAL 7 AB The shareholders of
Right to attend and notification
Shareholders who wish to attend the extra general meeting must:
i. on the record date, which is on Thursday
- notify the Company of their participation and any assistants (no more than two) in the extra general meeting no later than on Monday
11 March 2024 in accordance with the following:- in writing by mail to Baker McKenzie Advokatbyrå, Attn:
Simon Olofsson , Box 180, 101 23 Stockholm; - by e-mail to simon.olofsson@bakermckenzie.com; or
- by submitting an advance vote in accordance with the instructions under "Advance voting" below.
- in writing by mail to Baker McKenzie Advokatbyrå, Attn:
The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Monday
A proxy form will be available on the Company's website, www.enadglobal7.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Advance voting
Shareholders may exercise their voting rights at the extra general meeting by voting in advance, so-called postal voting. A person who wishes to attend the meeting in person or by proxy must however give notice in accordance with the instructions under "Right to attend and notification" above. This means that a notice of participation only through advance voting is not sufficient for shareholders who wish to attend the meeting venue.
A special form must be used for the advance vote. The form is available on the Company's website, www.enadglobal7.com, and will be sent to shareholders who request it and provide their e-mail or postal address. Submission of the form in accordance with the instructions set out below is considered as notice of participation in the extra general meeting. The completed form must be received by the Company no later than on Monday
If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be
enclosed to the form. Authorization documents shall also be attached for shareholders voting in
advance by proxy. The shareholder may not provide specific instructions or conditions to the advance vote. If so, the entire advance vote is invalid.
Further instructions and conditions are included in the form for advance voting.
Draft agenda
- Opening of the meeting and election of chairman and keeper of the minutes at the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one person to certify the minutes
- Examination of whether the meeting has been duly convened
- Determination of the number of directors
- Determination of fee to proposed director
- Election of new director
- Resolution regarding adoption of guidelines for remuneration to senior executives
- Closing of the meeting
Proposed resolutions
Item 1: Opening of the meeting and election of chairman and keeper of the minutes at the meeting
The nomination committee of the Company proposes that Carl Svernlöv, attorney at law, at Baker McKenzie Advokatbyrå, is appointed as chairman and keeper of the minutes of the general meeting or, in his absence, the person instead appointed by him.
Item 2: Preparation and approval of the voting list
The voting list proposed for approval by the general meeting is the voting list prepared by the Company, based on the Company's share register received by
Item 3: Approval of the agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.
Item 4: Election of one person to certify the minutes
The board of directors proposes that
Items 6-8: Determination of the number of directors, determination of fee to proposed director and election of new director
The nomination committee proposes that the board shall consist of seven directors without deputies.
It is proposed that the remuneration to the proposed directors is paid with the same amount (
The nomination committee proposes that
Further information regarding the directors proposed for new election
Year of birth
1972
Nationality
Education and background
Current assignments
Chair of the board of directors of
Previous assignments
Several positions within
Shareholding in the Company, including related natural and legal persons
None.
Independence
Independence in accordance with the Swedish Corporate Governance Code
After an assessment of the proposed director's independence the nomination committee has found that their proposal for the composition of the board of directors of the Company fulfills the requirements stipulated in the Swedish Corporate Governance Code. With respect to the directors of the board,
Further information regarding the proposed director and the board as a whole is available at the Company's website, www.enadglobal7.com, and in the nomination committee's full proposal.
The board of directors of the Company proposes that the extra general meeting resolves to adopt the following guidelines for remuneration to senior executives. The guidelines shall be valid until further notice.
General
The guidelines shall apply to remuneration that may be agreed upon or to changes in already agreed remunerations after the guidelines have been adopted by the annual extra general meeting on
The guidelines contribution to the Company's business strategy, long term interest and sustainability
The guidelines shall contribute to establish conditions for the Company to recruit and maintain qualified senior executives in order to successfully implement the Company's business strategy and achieve the Company's long-term interests, including sustainability. The guidelines shall also stimulate an increased interest in the business and the result as a whole as well as increase the motivation of the senior executives and increase belonging within the Company. The guidelines' purpose is further to create alignment between the Company's shareholders and the senior executives. The guidelines shall also contribute to a good ethics and culture within the Company.
In order to achieve the Company's business strategy, total annual remuneration must be market-based and competitive in the employment market where the senior executive is located, as well as take into account the individual's qualifications and experience; furthermore, exceptional performance should be reflected in the total remuneration. For more information regarding the Company's business strategy, see the Capital Markets presentation dated
Variable cash remuneration covered by these guidelines is intended to promote the Company's business strategy and long-term interests, including sustainability.
The forms of remuneration etc.
The remuneration to the senior executives in the Company shall comprise of fixed cash salary, possible variable cash salary, other customary benefits and pension benefits. The total cash remuneration, including pension benefits, shall, on a yearly basis, be in line with market practice and competitive on the labor market where the senior executive is based and take into account the individual responsibilities, competences, qualifications and experiences of the senior executive as well as reflecting any notable achievements. Fixed and variable cash salary shall be related to the senior executives' responsibility and authority. The fixed cash salary may be updated on a yearly basis.
The senior executives may receive variable cash remuneration in addition to fixed cash salaries. The variable remuneration shall be based on the outcome of actual predetermined targets based on the Company's business strategy and the long-term business plan approved by the board of directors. The targets may include share-based or financial targets on group level, operational goals and goals for sustainability and social responsibility as well as employee engagement. These targets are to be established and documented annually. The Company has established financial targets and KPIs in relation to strategic and business critical initiatives and projects which ensures alignment with the business plan and business strategy for a continued sustainable business. The variable cash remuneration shall also be designed to encourage the right behavior and contribute to the achievement of increased community of interests between the executive and the Company's shareholders in order to contribute to the Company's long-term interests.
Cash-based variable remuneration shall be earned and paid out pro rata based on the number of working months and days since first employment date assuming the employee starts with the Company no later than
The conditions of any variable cash remuneration should be designed so that the board of directors may reduce or withhold payment of variable remuneration in the event of exceptional economic circumstances, or if the board of directors finds the payments unreasonable and incompatible with the Company's responsibility to its shareholders or stakeholders. With respect to yearly cash bonuses, it should be possible to reduce or withhold payments, if the board of directors deems it reasonable for any other reasons. The Company shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to reclaim, in whole or in part, variable remuneration paid on incorrect grounds.
Additional variable cash compensation may be payable in exceptional circumstances, provided that such arrangements are limited in time and made only on an individual basis. The purpose of such arrangements may be to recruit or retain executives, or as compensation for extraordinary work in addition to the person's ordinary duties. The amount and structure of such compensation shall be determined by the renumeration committee based on the level of expected impact on the Company's current performance. A decision on such remuneration shall be made by the board of directors upon proposal from the remuneration committee.
Pension benefits for the CEO and other senior executives must reflect normal market conditions, compared to what generally applies to corresponding senior executives in other companies and shall normally be based on defined contribution pension plans. A right to pension normally occurs at 65 years of age.
Employees have the right to salary exchange (i.e., instead of salary choose to receive salary as pension payments. Salary exchange shall be cost neutral for the employer). Variable cash remuneration does not qualify for any pension entitlements/contributions, unless local law provides otherwise. The pension premiums for defined contribution pensions shall amount to a maximum of 30 percent of the fixed annual cash salary.
The Company may provide other benefits to senior executives in accordance with local practice. Such other benefits may include company car, healthcare and education. Such benefits must be considered reasonable in relation to the practice in the market where the respective senior executives operate and may in total amount to a maximum of 10 percent of the fixed annual cash salary.
For executives who are stationed in a country other than their home country, additional remuneration and other benefits may be paid to a reasonable extent, taking into account the particular circumstances associated with such expatriation, whereby the overall purpose of these guidelines is to be met as far as possible. Such benefits may not exceed 15 percent of the fixed annual cash salary.
If a director performs services on behalf of the Company, which do not constitute board work additional consultancy fees or other additional remuneration may be paid to directors upon decision by the board of directors following recommendation by the remuneration committee. Any such remuneration shall be designed in accordance with these guidelines.
When the measurable period for fulfilment of the criteria for payment of variable cash compensation has ended, the extent to which the criteria have been met shall be determined. The board of directors, upon a recommendation by the remuneration committee, is responsible for the assessment of variable cash remuneration to the CEO and the CEO is responsible for the assessment of variable cash remuneration to other senior executives. With respect to financial targets, the evaluation shall be based on the Company's latest publicly available financial information.
Notice of termination and severance pay
Fixed salary during the notice period and any severance pay shall in total not exceed an amount corresponding to a maximum of two years' fixed salary. A sanctioned notice period for a senior executive may not exceed twelve months, during which time salary payment will continue. In the event of termination by the executive, the notice period may not exceed six months, without the right to severance pay, unless otherwise agreed to in the employment agreement provisions.
Remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income. The remuneration shall be based on the fixed cash salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions, and be paid during the time the non-compete undertaking applies.
Deviations from the guidelines
The board of directors shall be entitled to deviate from the guidelines with regards to such as the recruitment of senior executives on the global labor market to be able to offer competitive terms and conditions, in an individual case if there are special reasons for it and a deviation is necessary to ensure the Company's long-term interests and sustainability or to ensure the Company's economic viability. Such deviation shall also be approved by the remuneration committee.
Preparation, decision processes etc.
Decisions regarding salary and other remuneration to the CEO and other senior executives shall be prepared by the remuneration committee and resolved by the board of directors or, where applicable, the CEO.
The remuneration committee shall also prepare the board of directors' decisions on issues concerning principles for remuneration. The remuneration committee shall also monitor and evaluate programs for variable remuneration, both ongoing and those that have ended during the year, for the senior executives and monitor and evaluate the application of these guidelines for remuneration to senior executives, as well as current remuneration structures and levels in the Company.
The board of directors shall prepare proposals for new guidelines at least every four years and submit the proposal for resolution at the annual general meeting. The guidelines shall remain in force until new guidelines have been adopted by the general meeting.
The Company believes remuneration is one of several key components in attracting and retaining the right employees. The Company shall offer a total rewards package that is:
- Fair and equitable. No employee may be discriminated in relation to gender, ethnicity, age, disability or any other factor unrelated to performance or experience. Rewards should be determined in relation to the level of responsibility and impact on the business that a certain role has.
- In line with market. The Company strives to provide remuneration in accordance with market conditions. Base and variable pay, as well as benefits and pensions should be in line with what each local market offers for similar positions.
- Performance based. The Company recognizes people who are committed to sustainable long-term performance that drives the business and develops the company in line with our values and principles. High performance is the main differentiator for employee's rewards packages.
In preparing the board of directors' proposal for these guidelines, salary and terms of employment for the Company's employees have been taken into account, with respect to information on the employees' total remuneration, the components of the remuneration and the rate of increase and increase over time, when the remuneration committees and the boards of directors have decided on the evaluation of the reasonableness of these guidelines and the limitations that follows from the guidelines.
The board of directors considers that the guidelines on remuneration to senior executives are proportionate in relation to salary levels, remuneration levels and conditions for other employees in the group.
Compliance with the guidelines must be checked annually through, among other things, the collection of documented annual targets for short-term variable remuneration.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 88,603,526. The Company holds no own shares.
Other
Proxy forms, forms for advance voting and the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company at Sveavägen 17, floor 5, 111 57 Stockholm and at the Company's website, www.enadglobal7.com, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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The board of directors
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