The shareholders of
RIGHT TO ATTEND THE MEETING
Shareholders who wish to attend the Extraordinary General Meeting shall
i. be entered as shareholders in the share register maintained by
ii. give notice of their attendance at the general meeting no later than on Tuesday,
In order to be entitled to participate in the Extraordinary General Meeting, shareholders who have their shares registered in the names of nominees must, apart from giving notice of their attendance at the general meeting, register their shares in their own name so that the shareholder is entered in the share register as per
POSTAL VOTING
Shareholders may exercise their voting rights at the general meeting only by voting in advance, through so called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form is available on
The completed voting form must be received by
For information regarding the processing of your personal data, please see the privacy notice available on
PROPOSED AGENDA
1. Election of Chairman of the Extraordinary General Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to check and verify the minutes.
5. Determination of whether the Extraordinary General Meeting has been duly convened.
6. Determination of the number of members of the Board.
7. Election of new Board members:
a. Louise Nylén
b. Maj-
c.
8. Election of Chairman of the Board.
9. Determination of the remuneration to the members of the Board.
10. Resolution regarding adoption of new guidelines for remuneration to senior executives.
11. Resolutions on:
a. long-term incentive plan for certain senior executives; and
b. approval of transfer of shares to the participants.
12. Resolutions regarding:
a. amendment of the Articles of Association and
b. reverse share split.
PROPOSED RESOLUTIONS
Election of Chairman of the Extraordinary General Meeting (item 1)
The Board proposes that Tone Myhre-Jensen, member of the
Preparation and approval of the voting list (item 2)
The voting list which is proposed to be approved under item 2 of the agenda shall be the voting list prepared by
Election of one or two persons to check and verify the minutes (item 4)
The Board proposes
Determination of the number of members of the Board (item 6)
The Nomination Committee proposes that the Board shall consist of six members.
Election of new Board members (item 7 (a)-(c))
The Nomination Committee proposes that Louise Nylén, Maj-
Election of Chairman of the Board (item 8)
The Nomination Committee proposes that
Determination of the remuneration to the members of the Board (item 9)
The Nomination Committee proposes a reduction of the remuneration that was approved at the Annual General Meeting 2020 for the work in the Board and its
·
·
·
·
The total remuneration (on an annual basis) for the work in the Board and its Committees amounts to
Resolution regarding adoption of new guidelines for remuneration to senior executives (item 10)
The Board proposes, due to the changes that have occurred in the Group in the form of distribution of the former subsidiaries
The guidelines shall apply to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Extraordinary General Meeting on
The guidelines' promotion of the
A prerequisite for the successful implementation of
The remuneration to the Senior Executives in
The Board considers that the possibility of variable remuneration and participation in any long-term incentive plans together with a well-balanced fixed remuneration provides the conditions for Nelly Group to be a competitive employer, while the design of and conditions for the variable remuneration support a responsible and sound risk management as well as the company's growth strategy, long-term interests and sustainability.
Types of remuneration
The remuneration shall be on market terms and may consist of the following components:
· fixed cash salary,
· variable cash remuneration,
· the possibility of participating in long-term (i) share- and share price related incentive plans resolved upon by the General Meeting and / or (ii) cash-based incentive plans,
· pension benefits, and
· other customary benefits.
Fixed cash salary
The Senior Executives' fixed cash salary is revised each year and shall be competitive and based on the individual's competence, responsibilities and performance.
Variable cash remuneration
The Senior Executives' variable cash remuneration shall be based on fulfilment of established targets relating to growth and value creation for their respective areas of responsibility and for
Additional variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are only made on an individual level and either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performances in addition to the individual's ordinary tasks. Such remuneration may not exceed an amount corresponding to 100 per cent of the fixed annual cash salary. Any resolution on such remuneration shall be made by the Board based on a proposal from the Remuneration Committee.
The Board shall also consider to resolve that a part of the Senior Executives' variable cash remuneration shall be invested in shares or share-price related instruments in
Long-term share-related and cash-based incentive plans
The Senior Executives may be offered to participate in incentive plans which shall generally be share or share price-related and shall therefore not be covered by these guidelines, but may also be cash-based. Long-term share or share price-related incentive plans shall be designed to ensure the participants' long-term commitment to the value growth in
Establishment of criteria for payment of cash variable remuneration and long-term cash-based incentive plans and claw-back rights in certain cases
When the measurement period for fulfilling the criteria for payment of variable cash remuneration and long-term cash-based incentive plans ends, the extent to which the criteria have been met shall be assessed/determined. The Remuneration Committee is responsible for the evaluation. With regard to financial criteria, the assessment shall be based on
To ensure that performances on which the remuneration have been based are sustainable over time,
Pensions and other customary benefits
Pension commitments are premium defined and are secured through premiums paid to insurance companies. The size of the pension premiums shall be in accordance with
Other benefits shall be customary and facilitate that the senior executives can carry out their duties, for example a company car, company health care and health care insurance. Such benefits shall in aggregate not exceed 30 per cent of the fixed annual cash salary.
Notice of termination and severance pay
Upon termination of employment the notice period may not exceed 12 months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for 18 months for the CEO and 12 months for other senior executives. When the termination is initiated by the senior executive, the notice period may not exceed six months, without any right to severance pay.
Salary and employment conditions for employees
In the preparation of the Board's proposal for these remuneration guidelines, salary and employment conditions for
Remuneration to Board members
Board members in the parent company, elected at General Meetings, may in certain cases receive compensation for services performed within their respective areas of expertise, but which are outside of their Board duties in the parent company. Compensation for such services shall be paid on market terms and be approved by the Board.
The decision-making process
The Board has established a Remuneration Committee. The Committee's tasks include preparing the Board's decision to propose guidelines for remuneration to senior executives. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting.
The Remuneration Committee shall also monitor and evaluate plans for variable remuneration for the executive management, the application of these guidelines for remuneration to senior executives as well as the current remuneration structures and compensation levels in the company.
The members of the Remuneration Committee are independent of the company and its executive management. The Senior Executives do not participate in the Board's processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Deviations from the guidelines
The Board may, if it considers that special circumstances are at hand and a deviation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial position, deviate from the guidelines. In such a case the Board shall explain the reason for the deviation at the following Annual General Meeting.
Further information regarding remuneration to senior executives is presented in
Resolutions on long-term incentive plan for certain senior executives and approval of transfer of shares to the participants (item 11 (a)-(b))
Background and motive
The Board proposes that the Extraordinary General Meeting resolves to adopt a long-term incentive plan ("Ownership Plan 2020") for certain senior executives in
The purpose of Ownership Plan 2020 is to enable
The Board wants the participants to gain an increased ownership in the company through the incentive plan, for the purpose of aligning the interests of the participants and the shareholders, and has therefore proposed a share-related remuneration where a condition for receiving the remuneration is that the participants invest in the company's shares and remain within the company in the long term. The intention is to create increased incentives for the participants to contribute to a long-term development of
To ensure that the company can fulfil its commitments under Ownership Plan 2020, the Board proposes that the Extraordinary General Meeting resolves upon approval of transfer of shares in accordance with what is set out in item B below.
A. The Board's proposed resolution to adopt a long-term incentive plan for certain senior executives
1. Participants and terms and conditions in summary
The Board proposes that the general meeting resolves to adopt Ownership Plan 2020, which is intended for
2. Allocation
The Board proposes that Ownership Plan 2020 shall comprise up to 100,000 Ownership Shares. The number of Ownership Shares is based on the assumption that the general meeting resolves on a reverse share split in accordance with the Board's proposal under item 12. The number of Ownership Shares shall be subject to recalculation if the general meeting does not resolve to implement the proposed reverse share split. The maximum amount of Ownership Shares that can be allocated per person shall be as follows:
3. Individual investment and maximum allocation of Investment Shares for Ownership Plan 2020
In order to participate in Ownership Plan 2020, the participant must make a personal investment by acquiring Investment Shares. Investment Shares may either be shares in
The maximum amount of Investment Shares that all participants may allocate to Ownership Plan 2020 shall correspond to a total value of
The maximum number of Investment Shares that the participants may allocate for Ownership Plan 2020 shall be the following:
The value of the Investment Shares shall be calculated based on the average volume weighted price for the
4. Conditions for retaining Ownership Shares
The participants may only retain the Ownership Shares pursuant to the terms and conditions set out in Ownership Plan 2020. Ownership Shares are vested during the period from and including
· The participant has acquired and, during the entire Vesting Period, retained the number of Investment Shares corresponding to the number of Ownership Shares that has been allotted to the participant. If the participant has acquired a lower number of Investment Shares than the number of Ownership Shares that has been allotted to the participant, the number of Ownership Shares shall be adjusted accordingly.
5. Vesting of Ownership Shares during the Vesting Period
Vesting upon termination of employment
Ownership Shares are vested linearly during the Vesting Period, meaning that at the end of each year under Ownership Plan 2020, 1/7 (corresponding to approximately 14.3 percent) of the total number of Ownership Shares that the participant may be entitled to under the Ownership Plan 2020 will be vested. If the participant does not remain employed by the company during the entire the Vesting Period, the following terms and conditions shall apply for vesting of the Ownership Shares.
· If the participant's employment is terminated by the company during the period from and including
· If the participant's employment is terminated by the company during the period from and including
· If the participant terminates his/her employment during the period from and including
· If the participant terminates his/her employment during the period from and including
If the number of shares in the company is changed as a result of a bonus issue, share split or reverse share split of existing shares in the company, or a similar corporate action, the vesting of Ownership Shares shall be recalculated in proportion to the change.
Notwithstanding the above, if the participant's employment is terminated by the company during the Vesting Period due to a criminal offence or serious irregularities from the participant, the participant shall not be entitled to retain any Ownership Shares.
Vesting upon public tender offer
If the company's shares are subject to a public tender offer (corresponding to or in accordance with the Takeover Act (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), and such tender offer is completed, all Ownership Shares shall be vested.
Taxation
The receipt of Ownership Shares is a taxable benefit, subject to tax in the income year that the Ownership Shares are received by the participant. The relevant taxable benefit value is calculated as the final share price for the
Preparation and administration
Ownership Plan 2020 has been prepared by the Board together with external advisors.
The Board, or the person appointed by the Board, shall be responsible for preparing the detailed terms and conditions and for the administration of Ownership Plan 2020, in accordance with the mentioned terms and guidelines. To this end, the Board shall be entitled to make adjustments to meet market conditions and to comply with applicable regulations. The Board shall also be entitled to make other adjustments, including e.g. a right to resolve on a reduced allotment of shares, if material changes would occur within
Costs, effects on certain key ratios and dilution
The Board has made a preliminary estimation of the costs relating to Ownership Plan 2020. The costs, which primarily comprise of social security contributions for the value of the Ownership Shares, and costs for the payment of salary to cover the participants' costs in Ownership Plan 2020, are estimated to amount to approximately
The preliminary estimation of the costs is based on the assumption that the maximum number of Ownership Shares that may be allocated under Ownership Plan 2020 shall correspond to the number of allocated Investment Shares. The value of the Investment Shares may amount to a maximum of
Based on the assumption that the value per share is
Other incentive plans
At the time of this proposal, there are two ongoing share-based long-term incentive plans in
B. The Board's proposal on approval of transfer of shares to the participants
The Board proposes that the extraordinary general meeting resolves that a maximum of 100,000 C-shares held in treasury by
The participants' right to receive ordinary shares requires that the conditions of Ownership Plan 2020 are fulfilled, and the shares shall be transferred during the period of time that follows from the terms and conditions of Ownership Plan 2020. The shares shall be transferred free of charge.
The number of shares that may be transferred to the participants under Ownership Plan 2020 is based on the assumption that the general meeting resolves upon a reverse share split in accordance with the Board's proposal under item 12. The number of shares shall be subject to recalculation in the event that the general meeting does not resolve to implement the proposed reverse share split.
Special majority requirements
The Board's proposal on adoption of a long-term incentive plan for certain senior executives in accordance with item A and approval of transfer of shares in accordance with item B is a joint proposal and shall be resolved upon as a joint resolution. In order for the resolution to be valid, it must be supported by shareholders holding no less than nine-tenths of both the votes cast and the shares represented at the Extraordinary General Meeting.
Resolutions regarding amendment of the Articles of Association and reverse share split (item 12 (a)-(b))
Resolution regarding amendment of the Articles of Association
The Board proposes to amend the limits of the number of shares in the Articles of Association in accordance with the below, to enable the reverse share split proposed in accordance with item 12 b below.
Current Proposed wording
wording
§ 4, second and
third paragraph.
The number The number of shares in the Company shall be
of shares in not less than 15,000,000 and not more than
the Company 60,000,000.
shall be not Shares may be issued in two classes, ordinary
less than shares and Class C shares Ordinary shares may
100,000,000 be issued up to a maximum amount of 60,000,000
and not more and Class C shares up to a maximum amount of
than 60,000,000.
400,000,000.
Shares may
be issued in
two classes,
ordinary
shares and
Class C
shares.
Ordinary
shares may
be issued up
to a maximum
amount of
400,000,000
and Class C
shares up to
a maximum
amount of
4,000,000.
Resolution regarding reverse share split
The Board proposes that the Extraordinary General Meeting resolves on a reverse share split of the company's shares (ordinary shares as well as Class C shares), whereby ten (10) existing shares will be consolidated into one (1) new share (1:10). The purpose of the reverse share split is to obtain a number of shares that is appropriate for the company.
The Board proposes that the Extraordinary General Meeting authorises the Board to determine the record day for the reverse share split. The record day may not occur before the resolution on reverse share split has been registered with the Swedish Companies Registration Office.
If a shareholder's holding of a share of a certain class does not correspond to a full number of new shares of the same class, excess shares will be transferred to the company's ownership on the record day for the reverse share split. Excess shares will thereafter be sold, at the company's expense, by
After the reverse share split the number of shares in the company will decrease from 184,949,730 to 18,494,973. The proposed reverse share split also means that the share's quota value will increase from
Resolutions regarding amendment of the Articles of Association and reverse share split in accordance with this item 12 are made as a joint resolution. In order for the resolution to be valid, it must be supported by shareholders holding no less than two thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
MISCELLANEOUS
Shares and votes
There are a total number of 184,949,730 shares in the company, whereof 179,729,730 ordinary shares and 5,220,000 Class C shares, corresponding to a total of 184,949,730 votes. As per the day of this notice, the company holds 5,220,000 of its own Class C shares corresponding to 5,220,000 votes which cannot be represented at the general meeting.
Authorisation
The Board, or the person that the Board will appoint, shall be authorised to make such minor adjustments in the general meeting's resolutions as may be required in connection with registration with the Swedish Companies Registration Office and/or
Shareholders' right to request information
The Board and the CEO shall, if any shareholder so requests and the Board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. Request for such information shall be made in writing to
Documentation
The Nomination Committee's motivated opinion explaining its proposal regarding Board members (including information on the proposed new members of the Board) and the proposed wording of the new Articles of Association will be available for the shareholders no later than on
The documentation can be ordered by telephone at +46 (0) 771-246 400 or in writing at the address
THE BOARD OF DIRECTORS
_____________
About
https://news.cision.com/nelly-group/r/notice-to-attend-the-extraordinary-general-meeting,c3238110
https://mb.cision.com/Main/53/3238110/1335851.pdf
(c) 2020 Cision. All rights reserved., source