The shareholders of
The board has decided that shareholders shall be able to exercise their voting rights at the annual general meeting also by postal voting, as described below.
Right to participate, notification, proxies etc.
Shareholders who wish to attend the annual general meeting must:
- be listed as shareholder in the presentation of the share register prepared by
Euroclear Sweden AB concerning the circumstances on Tuesday,7 May 2024 and -
give notice of attendance, including number of assistants (if any), to the company in accordance with the instructions under "Notification of attendance in the meeting room" or cast a postal vote in accordance with the instructions under "Postal voting", not later than Friday,
10 May 2024 .
Notification of attendance in the meeting room
Shareholders who wish to attend the annual general meeting in the meeting room must notify the company of this no later than Friday,
Shareholders participating by proxy shall issue a written and dated power of attorney for the proxy. The power of attorney should, together with certificate of registration or equivalent authorization document (if applicable), be sent to
Postal voting
A special form must be used for postal voting. The postal voting form is available at www.meko.com.
The completed and signed form for postal voting must be received by
Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and anmalan.vpc.se/euroclearproxy/.
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form, as well as any authorization documents. Proxy form is available om www.meko.com. If participation takes place through a legal representative of a legal entity, a registration certificate or equivalent authorization document should, correspondingly, be submitted well in advance of the meeting.
Shareholders who wish to attend in the meeting room in person or by proxy must notify the company in accordance with the instructions under "Notification of attendance in the meeting room". A notification by casting a postal vote is therefore not sufficient for those who wish to attend the meeting room.
Nominee-registered shares
To be entitled to participate in the annual general meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Tuesday,
Proposed agenda
- Election of chairman of the meeting.
- Preparation and approval of voting register.
- Approval of the agenda.
- Election of person to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor's report, the consolidated financial statements and the auditor's report on the consolidated financial statements.
- CEO's address.
- Resolution on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
- Resolution on discharge of the directors and CEO from liability.
- Resolution concerning disposition of the company's result in accordance with the adopted balance sheet and record dates for payment of the dividend.
- Determination of the number of directors.
- Determination of fees to the board and the auditor.
- Election of board members and chairman of the board.
- Election of auditor.
- Approval of the remuneration report.
- Resolution on a long-term share-based incentive program (LTIP 2024).
- Resolutions on authorization for the board to (a) acquire own shares and (b) transfer of own shares.
- Resolution on authorization for the board to issue new shares.
Proposals
Item 1 - Chairman of the meeting
The nomination committee proposes Helena Skåntorp as chairman of the meeting, or in her absence, any person appointed by the nomination committee.
Item 2 - Voting register
The voting register proposed to be approved is the voting register prepared by
Item 10 - Dividend and record dates
The board proposes that a dividend of
Item 11 - Number of directors
The nomination committee proposes that the board shall consist of seven meeting-elected members (2023: eight).
Item 12 - Fees to the board and the auditor
The nomination committee proposes fees and remuneration to the board members as follows:
SEK 810,000 to the chairman of the board (2023: 775,000),SEK 515,000 to the vice chairman (2023: 495,000),SEK 375,000 to each of the other directors appointed by the meeting (2023: 360,000),SEK 180,000 to the chairman of the audit committee (2023: 150,000),SEK 75,000 to each of the other members of the audit committee (2023: 60,000),SEK 80,000 to the chairman of the remuneration committee (2023: 60,000), andSEK 40,000 to each of the other members of the remuneration committee (2023: 30,000).
The nomination committee proposes auditor's fees in accordance with approved account.
Item 13 - Board members and chairman of the board
The nomination committee proposes:
- re-election of directors
Eivor Andersson , Kenny Bräck,Magnus Håkansson , Michael Løve and Helena Skåntorp, -
election of
Dominick Zarcone andRobert S. Reppa as new directors of the board and -
election of
Dominick Zarcone as new chairman of the board.
Information on the individuals proposed is presented more in detail on www.meko.com. You will also find the nomination committee's motivated statement at the website.
Item 14 - Auditor
The nomination committee proposes election of the auditing firm Ernst & Young Aktiebolag (EY) as the company's auditor for the period until the end of the annual general meeting 2025. Provided that the annual general meeting approves the nomination committee's proposal, the auditing firm has informed the company that the authorized public accountant Henrik Jonzén will be appointed as the auditor-in-charge. The proposal is in accordance with the audit committee's recommendation.
Item 15 - Remuneration report
The board proposes that the meeting approves the report prepared by the board of remunerations.
Item 16 - Long-term share-based incentive program (LTIP 2024)
The board proposes that the meeting resolves to establish a long-term share-based incentive program (LTIP 2024) for the group management and certain other key employees in the
Motives and LTIP 2024 in summary
The main motives for establishing LTIP 2024 is to align the shareholders' interests with the interests of the company management and other key employees to ensure maximum long-term value creation and to encourage a personal shareholding in
LTIP 2024 comprises of approximately 40 employees, including the group management in
Participants in LTIP 2024
LTIP 2024 comprises approximately 40 employees, including the members of the group management in
Personal investment and allocation av share rights
Participation in LTIP 2024 requires that the participant has a personal shareholding in
For all categories, each Investment Share entitles to five performance share rights.
If a participant is in possession of inside information and is therefore prevented from acquiring shares in
Terms and conditions for share rights
The following terms and conditions shall apply for the share rights
- Share rights will be granted free of charge a certain time after the meeting.
-
Each share right may entitle the holder the right to receive a share in
MEKO free of charge. Allocation of shares inMEKO , if any, shall generally be made within two weeks from the announcement ofMEKO 's interim report for the first quarter of 2027. The period until then constitutes the vesting period. A precondition for the right to be allocated shares by virtue of the share rights is that the participant has not sold any of his or her Investment Shares and, with certain limited exceptions, that the participant remains employed in theMEKO group until the announcement ofMEKO 's interim report for the first quarter of 2027. Further, allocation of shares requires that certain performance targets be achieved byMEKO in the manner described under the section "Performance targets" below. - Share rights cannot be transferred or pledged.
-
To align the participants' interests with the shareholders' interests,
MEKO will compensate the participants for dividends to shareholders by increasing the number of shares that each share right entitles to.
Performance targets
The share rights are divided into series A and series B. Of the five share rights, the participants receive one share right of series A and four share rights of series B. The number of share rights that entitles to allocation of shares depends on the achievement of the performance target that apply for the respective series as follows:
- Series A: Allocation requires that the total shareholder return (1) (TSR) on
MEKO 's share shall exceed 0 percent during the period1 April 2024 -31 March 2027 . -
Series B: Allocation requires that certain target levels are achieved relating to growth in adjusted EBIT (2) for the financial years 2024 - 2026 and growth in earnings per share (3) (EPS) for the financial years 2024 - 2026. The board has determined a minimum level and a maximum level for each performance target. Achievements equal or below the minimum levels renders 0 per cent allocation. 100 per cent allocation is awarded if the maximum levels are reached or exceeded, i.e. each share right entitles the holder to one
MEKO share. The number of shares that can be allocated increases linearly between the minimum and maximum levels. The outcome for each performance target will be determined separately. This means, intern alia, that both performance target categories do not need to be achieved in order for shares to be allocated. Further, allocation is based on the achievement of individual financial year targets. If performance targets are not met in a certain year, allocation may still be made in arrears for such year through the achievement of performance targets in later years.MEKO intends to present the target levels and to what extent these have been achieved after the end of the program.
1 Including reversed dividends
2 Reported EBIT adjusted for one-off items and goodwill amortization in
3 Earnings Per Share
Structure and handling
The board shall be responsible for the more detailed structure, administration and interpretation of the detailed terms to be applicable between
Scope
The maximum number of shares in
Hedge measures
Costs for the program
The share rights cannot be pledged or transferred to others. However, an estimated value of each share right can be calculated. The board has estimated the average value of each share right to
Effects on important key ratios
On a pro forma basis for 2023, an annual cost of MSEK 11.0 for LTIP 2024 corresponds to a negative effect of approximately 0.1 percentage points on
Preparation of the proposal
LTIP 2024 has been prepared by
Other incentive programs in
There are three outstanding share-based incentive programs in
Item 17 - Acquisition and transfer of own shares
A. Acquisition of own shares
The board proposes that the meeting authorizes the board, for the period until the next annual general meeting, on one or several occasions, to resolve on acquisitions of the company's own shares as follows:
- The company may acquire a maximum number of shares so that the company's holding, at any time, does not exceed 10 per cent of all shares in the company.
- The shares may be acquired on Nasdaq Stockholm at a price per share at each time within the prevailing price interval for the share (i.e., the interval between the highest purchase price and lowest selling price).
- Payment for the shares shall be made in cash.
B. Transfer of own shares
The board further proposes that the meeting authorizes the board, for the period until the next annual meeting, on one or several occasions, to resolve on transfers of the company's own shares in connection with or due to acquisition as follows:
- All shares held by the company at the time of the board's decision may be transferred.
- The shares may be transferred with deviation from the shareholders' preferential right.
- The shares may be transferred on Nasdaq Stockholm at a price per share within the prevailing price interval for the share. Transfers may also be conducted outside Nasdaq Stockholm. Payment for shares transferred outside Nasdaq Stockholm shall be made in cash, through contribution in kind or by a set-off of company debt, and the price shall be determined so that the transfer takes place on market terms.
The purpose of the above authorizations regarding acquisition and transfer of own shares, and the reason for the deviation from the shareholders preferential right, is to enable the company to adjust the company's capital structure and thereby contribute to increased shareholder value as well as to use repurchased shares as payment in connection with any company and business acquisitions or for financing such acquisitions.
Item 18 - Authorization for the board to decide on new issue of shares
The board proposes that the meeting authorizes the board, for the period until the next annual general meeting, at one or several occasions, with preferential rights for the shareholders, or with deviation from shareholder preferential rights, to resolve upon new issues of a maximum of 5,641,662 shares. Such decision on new issue may include provisions that payment, in addition to cash payment, may be made in contribution kind, through set-off or as else is set forth in chapter 13 paragraph 5 section 1 item 6 of the Swedish Companies Act. The purpose of the authorization is to enable
Special majority requirements
A resolution in accordance with items 17 and 18 require support of shareholders with at least two-thirds of the number of votes and shares represented at the meeting to be valid.
The introduction of LTIP 2024, according to item 16, requires that the decision be supported by shareholders representing more than half of the votes cast at the meeting.
Documents
The nomination committee's proposal and motivated statement, and information on the proposed board members, can be found on www.meko.com. The annual report, the auditor's report, the auditor's statement on the guidelines for remuneration of senior executives, the board's statement regarding dividend and acquisition of own shares as well as the board's remuneration report will be available at www.meko.com and at the company at Solnavägen 4 in
Shareholders' right to receive information
At the annual general meeting, the board and CEO shall, if any shareholder so requests and if the board is of the opinion that it can be done without causing material harm to the company, provide information regarding circumstances that affect the assessment of an item on the agenda, conditions that may affect the assessment of the company's or a subsidiary's financial situation, and/or the company's relationship to other group companies.
Shareholders that want to submit questions in advance may do so by e-mail to ir@meko.com or by mail to
Shares and votes
The total number of shares and votes in the company on the day this notice was issued was 56,416,622, of which the company owns 83 861 treasury shares that may not be represented at the meeting.
Processing of personal data
For information about how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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The Board of Directors
This is a translation of the Swedish original wording. In case of discrepancies, the Swedish version shall prevail.
https://news.cision.com/meko/r/notice-of-meko-s-annual-general-meeting-2024,c3959000
https://mb.cision.com/Main/550/3959000/2724563.pdf
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