INWIDO AB The shareholders of
Right to attend
Shareholders who wish to attend the AGM must:
· be recorded in the share register for the company maintained by
· notify the company of their intention to attend the AGM by
In order to participate in the AGM, shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with
Notice of attendance
Notice of attendance shall be made through the website www.inwido.com (direct link HERE (https://www.inwido.com/about/general-meetings/annual-general-meeting-2020)), in writing to
Information about measures due to the new coronavirus
As a precautionary measure to decrease any risk of spreading of the new coronavirus in connection with the meeting,
· no beverages and food will be offered at the meeting;
· the duration of the Managing Director's report will be minimized;
· the attendance of non-shareholders will be restricted as far as possible; and
· the duration of the AGM will be minimized without infringing on the rights of the shareholders.
In light of the recent government instructions,
Proposal for agenda
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination of compliance with the rules of convocation
7. Presentation of
a. the annual report, auditor's report, group annual report and group auditor's report
b. the Board's proposal for dividend and reasoned statement thereon, and
c. the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives
8. Report on the work of the Board and the Committees
9. The Managing Director's report
10. Resolutions regarding
a. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
b. appropriation of the company's profit in accordance with the adopted balance sheet and record date for dividend, and
c. discharge from liability in relation to the company for the Board and the CEO
11. Establishment of the number of Board members and the number of auditors and auditor deputies
12. Establishment of fees to the Board and the auditors
13. Election of the Board, auditors and, if any, auditor deputies
14. Resolution on guidelines for remuneration to senior executives
15. Resolution on authorisation for the Board to resolve on new share issues
16. Closing of the meeting
Proposals by the Nomination Committee (items 2 and 11-13)
At the Annual General Meeting on
The Nomination Committee in respect of the 2020 AGM has consisted of Chairman
The Nomination Committee has proposed the following for the AGM.
Chairman of the AGM: Georg Brunstam.
Number of Board members: The Board shall comprise five Board members without elected deputies.
Board of Directors: Re-election of Georg Brunstam (Chairman of the Board),
Information regarding the proposed re-elected Board members can be found at the company's website, www.inwido.com.
Auditor: In accordance with the Audit Committee's recommendation the registered audit company
Unchanged fees to the Board members and the Committee members:
Board member not employed by the company:
The Chairman of the Board:
Member of the Audit Committee:
The Chairman of the Audit Committee:
Member and Chairman of the Remuneration Committee:
Fees to auditors:
Fee to the auditor in accordance with special agreement regarding the fee.
Dividend (item 7 b)
In accordance with the press release on
The Board's proposal regarding guidelines for remuneration to senior executives (item 14)
The Board of Directors of
Individuals who are senior executives of
To the extent a member of the Board performs services for
The guidelines' promotion of the company's business strategy, long-term interests and sustainability
Types of remuneration, etc.
The total remuneration and the terms and conditions for the senior executives shall be based on relevant market conditions and shall be comprised of a balanced mixture of fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.
Fixed cash salary
The fixed cash salary shall be determined taking into account the executive's responsibility, authority, competence and experience.
Variable cash remuneration
The variable cash remuneration shall be linked to predetermined, well-defined and measurable criteria for the group, which can be financial or non-financial. The variable cash remuneration may amount to not more than 50 per cent of the total fixed cash salary under the measurement period for such criteria. The criteria for variable cash remuneration shall to 60 per cent linked to operational EBITA, to 20 per cent be linked to the relation between the working capital being tied up and sales, and to 20 per cent be linked to measurable strategical individual criteria, which may be financial or non-financial. The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one or several years. The criteria for awarding variable cash remuneration shall aim at promoting
Pension benefits
For the CEO and other executives, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined unless the executive concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration equivalent to maximum 50 per cent of the maximum variable cash remuneration shall qualify for pension benefits, unless otherwise required by mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the pensionable income for the CEO and not more than 25 per cent of the pensionable income for other executives.
Other benefits
Other benefits than fixed cash salary, variable cash remuneration and pension benefits shall be applied restrictively. Such other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and company car, and may amount to not more than 10 per cent of the fixed annual cash salary.
Additional remuneration
Additional variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual's ordinary tasks. Such remuneration may not exceed an amount corresponding to 100 per cent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.
Foreign employments
Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Executives who are expatriates to or from
Remuneration to Board members
To the extent a member of the Board performs services for
The satisfaction of criteria for awarding variable cash remuneration, etc.
The Remuneration Committee shall prepare, monitor and evaluate matters related to variable remuneration. To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated and determined, respectively, when the measurement period has ended. For financial objectives, the evaluation shall be based on the latest financial information made public by
Programs and criteria for variable cash remuneration shall be designed in such a way as to enable the Board of Directors, if exceptional financial conditions prevail, to restrict or omit payment of the variable cash remuneration if such action is deemed reasonable and consistent with
Termination of employment
The notice period may not exceed twelve months if notice of termination of employment is made by
After the termination of the employment, senior executives may be compensated for non-compete undertakings, however, only to the extent severance pay is not paid during the same period of time. The purpose of such remuneration shall be to compensate the senior executive for the difference between the fixed salary at the time of termination of the employment, and the (lower) income, which is obtained, or could be obtained, by a new employment agreement, assignment or own business. The remuneration may be paid during the period the non-compete undertaking is applicable, and no longer than a period of 24 months after the termination of the employment.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee, which deals with remuneration matters for senior executives. The Committee's tasks include preparing the Board of Directors' decision to propose guidelines for executive remuneration. The Board of Directors 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 programs for variable remuneration for senior executives, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve
The Board's proposal on authorization for the Board to resolve on new share issues (item 15)
The Board proposes that the AGM resolves to authorise the Board to resolve on new issues of shares on the following terms and conditions:
1. The authorisation may be exercised on one or several occasions up to the annual general meeting 2020.
2. Maximum 5,796,752 shares, corresponding to 10 per cent of the company's share capital, may be issued.
3. An issue may be made with or without deviation from the shareholders' preferential right.
4. An issue may be made against cash payment, by set-off or by contribution in kind.
5. The subscription price shall, at deviation from the shareholders' preferential right, be determined in accordance with market practice. The Board shall be entitled to determine other terms of the issue.
The purpose of the above authorisation and the reason for the deviation from the shareholders' preferential right is to enable the company, by way of issues of new shares for payment in cash, in kind or through set-off, to strengthen the company's ability to carry out or finance company acquisitions, or to strengthen the company's capital base in connection therewith.
The Board, or anyone appointed by the Board, shall be authorized to make such minor adjustments of the resolution of the general meeting that may be necessary in connection with registration with the Swedish Companies Registration Office.
Majority requirement: Under the Swedish Companies Act, the resolution of the general meeting on authorization for the Board to resolve on new share issues requires the support of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.
Documents and other information
The Nomination Committee's reasoned statement regarding its proposal for Board is available on the company's website, www.inwido.com. Financial statements, auditor's report, other documents under item 7 and the Board's complete proposals for resolution under items 14 and 15 will be available at the company and on the company's website, www.inwido.com, as from
The Board and the CEO shall at the AGM, if any shareholder so requests and the Board believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company's or its subsidiaries' financial position and the company's relation to other companies within the group.
The total number of shares in the company amounts to 57,967,528. The company has only one series of shares and the total number of votes in the company amounts to 57,967,528.
Processing of personal data
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Malmö in
The Board of Directors of
For more information, please contact:
Peter Welin, CFO and deputy CEO
Phone: 46(0)70-324 3190, peter.welin@inwido.com
Olof Engvall, PR & IR Manager
Tel. 46(0)073-541 45 73, olof.engvall@inwido.com
About Inwido
https://news.cision.com/inwido/r/notice-of-annual-general-meeting-in-inwido-ab,c3077903
https://mb.cision.com/Main/883/3077903/1222219.pdf
https://news.cision.com/inwido/i/ef-mfduo-jonkoping-miljo-13974-1600px,c2768155
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