The shareholders of
EQT's registration number is 556849-4180, and its registered office is in
Preconditions for participation
Shareholders who wish to participate in the Meeting must be recorded in the share register maintained by
In addition, the shareholders must give notice of their participation in the Meeting:[1]
· Shareholders who choose to participate in, and vote at, the Meeting online (i.e. participate electronically) must give notice of participation no later than Monday
· Shareholders who choose to vote in advance give notice of participation by submitting their advance vote in accordance with the instructions in the "Advance voting" section below so that the advance vote is received by
When giving notice of participation, please state name, personal identification number or corporate registration number, address and telephone number.
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must, in order to be entitled to participate in the Meeting, request that their shares are registered in their own names. Such registration, which may be temporary, must be effectuated in the share register maintained by Euroclear on Monday
Online participation and voting
In line with EQT's digital and sustainability agenda, shareholders can participate in, and vote at, the Meeting online.
If you wish to participate in the Meeting online you must give notice no later than Monday
You will find login instructions on the admission card which will be sent to you once you have given notice of participation as instructed above. On the day of the Meeting you can log in from 12.00 CEST, and you must have logged in no later than 14.00 CEST. You are welcome to log in for testing from 12.00 CEST on Friday
In connection with each proposal for which voting is conducted, you will be able to choose between the alternatives "Yes", "No" or "Abstain".
For online participants, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to speak, present proposals or objections or request voting. As it is not possible to verify if any external persons are following the Meeting online, the opportunity to participate online requires that the Meeting resolves that also persons who are not shareholders shall have the right to follow the Meeting.
It will be possible to ask questions online during the Meeting. The ambition is that all questions shall be presented and answered, but the number, as well as the type of questions, may entail that not all questions are presented and answered in the Meeting. A moderator will organize and categorize questions asked to facilitate for the chairperson and to avoid replications.
In order to participate and vote online, you must have a steady network connection throughout the Meeting. Participation online is possible through a computer, a smartphone or a tablet, updated with the latest software version of operating systems etc., by downloading an app or by using the web browser. More information can be found on your admission card. EQT has carefully prepared to enable participation and voting online. However, it cannot be ruled out that any technical complication entails functional deficiencies. If this happens, or if the participation online otherwise did not work as intended, the Meeting will be held disregarding online votes that would otherwise have been casted. Therefore, it is important to note that if you want to be certain of being able to vote, you should vote in advance. See further information in the "Advance voting" section below.
Advance voting
Shareholders may exercise their voting rights at the Meeting by voting in advance, so called postal voting in accordance with the proposed section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Shareholders who so prefer may choose to participate in, and vote at, the Meeting online on the terms set out in the section "Online participation and voting" above.
Shareholders who vote in advance may also follow the Meeting online by requesting this in the form for advance voting.
To vote in advance, please use the form for advance voting available on https://www.eqtgroup.com/shareholders/corporate-governance/shareholders-meeting. A shareholder who is exercising its voting right through advance voting does not need to give notice of its participation in the Meeting separately. The advance voting form also constitutes notification of participation in the Meeting.
The completed and signed form must be received by
Further instructions and conditions are included in the form for advance voting.
Questions and shareholders' right to receive information
The shareholders are reminded of their right to receive information from the board of directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Requests for such information shall be submitted by e-mail to agm@eqtgroup.com or by mail to
Shares and votes
As per the date of this notice, EQT's share capital amounts to
Proposed agenda
1. Opening of the Meeting
2. Election of chairperson of the Meeting
3. Approval of the Meeting being streamed online and persons who are not shareholders following the Meeting
4. Election of one or two persons who shall approve the minutes of the Meeting
5. Preparation and approval of the voting list
6. Approval of the agenda
7. Determination of whether the Meeting has been duly convened
8. Presentation by the CEO
9. Presentation of the annual report as well as the consolidated financial statements and the auditors' report
10. Resolution regarding adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
11. Resolution regarding allocation of EQT's profit in accordance with the adopted balance sheet
12. Resolution regarding discharge of liability for the board members and the CEO
13. Resolution on:
1.
a. the number of board members who shall be appointed by the Meeting
1.
b. the number of auditors and deputy auditors who shall be appointed by the Meeting
14. Resolution on:
1.
a. fees to the board members
1.
b. fees to the auditors
15. Election of board members and chairperson of the board of directors
1.
a.
1.
b.
1.
c.
1.
d.
1.
e.
1.
f.
1.
g.
1.
h.
1.
i. Chairperson of the board of directors:
16. Election of auditors and deputy auditors
17. Resolution on guidelines for remuneration to executive management
18. Resolution on authorization for the board of directors to issue shares
19. Resolution on new articles of association
20. Closing of the Meeting
The board of directors' proposals
Item 11 - Dividend
The board of directors proposes a dividend to the shareholders of
Item 17 - Guidelines for remuneration to executive management
The board of directors seeks to attain a remuneration system for the CEO, other members of the executive management (
The guidelines for executive remuneration proposed by the board of directors, included in full below, have been updated to comply with new EU regulations. In content no material changes are made to the previously determined guidelines.
Guidelines for executive remuneration (remuneration policy)
The CEO, the deputy CEO and other members of the Executive Committee (executive management) fall within the provisions of these guidelines. To the extent a board member conducts work for EQT, in addition to the board work, consulting fees and other compensation for such work may be paid. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual shareholders' meeting 2020. These guidelines do not apply to any remuneration separately decided or approved by the shareholders' meeting.
EQT has a clear remuneration philosophy (including for variable cash) applicable across the whole group which also governs the remuneration to the Executive Committee and links compensation to
Most important is to incentivize fund performance and ensure aligned interest with our limited partners in the EQT funds,
To be able to achieve the business goals, EQT needs to be able to attract and retain world class talent suitable for each role. To achieve this, EQT applies market competitive total compensation.
EQT compensate locally based on geography and in line with local practice and regulations, taking into account, to the extent possible, the overall purpose of these guidelines.
The principles in these guidelines enable
For more information regarding the
EQT Share program
An incentive program, the EQT Share program, has been implemented in the
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed remuneration, variable cash remuneration, pension benefits and other benefits. Additionally, the shareholders' meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.
Fixed remuneration
The fixed remuneration, i.e. base salary, should be competitive and reflect responsibility and performance.
Variable remuneration
The satisfaction of criteria for awarding variable cash remuneration, within the EQT Bonus program, shall be measured over a period of one year. The variable cash remuneration may amount to no more than 100 percent of the annual base salary, apart from variable cash remuneration to the Capital Raising and Client Relations responsible, which may amount to no more than 700 percent of the annual base salary.
The EQT Bonus program consists of a performance assessment of the business as well as an individual performance assessment. Important business performance factors determining the size of the bonus is the success of the underlying business measured by business performance in the funds (investments and exits as well as portfolio and fund performance), business profitability, fundraising as well as organizational development. The individual performance is assessed versus agreed targets as well as meeting, exceeding or not meeting high set individual performance expectations for the individual in the current role.
To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee shall be responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other members of the Executive Committee, the CEO shall be responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by
The Executive Committee partly consists of owners of
Pension
All members of the Executive Committee shall be covered by defined contribution pension plans, for which pension premiums shall be based on the members' base salary and paid by the company during the period of employment. For current members of the Executive Committee pension contributions shall be based on base salary and follow contribution levels in accordance with local market practice, except for the application of a cap. For
Other benefits
Other benefits, such as insurances (health, life, travel), sports contributions or occupational health services, should be payable to the extent this is considered to be in line with market conditions in the market concerned. Premiums and other costs relating to such benefits may amount to no more than 25 percent of the annual base salary.
Termination of employment and terms for severance pay for the CEO
A twelve month notice period will apply if notice is given by the CEO or
Termination of employment and terms for severance pay for senior executives
In the event of notice being given by the
Salary and employment conditions for employees taken into account during preparations of these guidelines
In the preparation of the board of directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the
The decision-making process to determine, review and implement the guidelines
The board of directors has established a remuneration committee. 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 shareholders' meeting. The guidelines shall be in force until new guidelines are adopted by the shareholders' meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the Executive Committee, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the
Deviation from the guidelines
The board of directors may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there may be special cause for the deviation and a deviation should be necessary to serve the
Item 18 - Authorization for the board of directors to issue shares
The board of directors proposes that the Meeting resolves to authorize the board of directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve upon issuances of new shares. Shares may be issued without preferential rights for the shareholders of
An issue of new shares resolved upon pursuant to this authorization may only be made against contribution in kind. The purpose of the authorization is to provide flexibility for acquisitions of companies, businesses or parts thereof. Any issue of new shares resolved upon pursuant to this authorization shall be made at market terms and conditions.
Item 19 - New articles of association
The board of directors proposes that the Meeting resolves to amend the articles of association. A new section is proposed in the articles of association allowing the board of directors to collect powers of attorney in accordance with Chapter 7, section 4, second paragraph of the Swedish Companies Act and to resolve that the shareholders shall have the right to vote in advance. A new section is also proposed allowing the board of directors to resolve that persons who are not shareholders may participate at the shareholders' meeting. Further, to harmonize EQT's articles of association with EQT's way of doing business, in accordance with the principle articulated in the EQT Statement of Purpose included in the annual report 2019, the board of directors proposes that this principle is reflected also in the articles of association. Finally, a number of amendments due to legislative changes, as well as certain editorial amendments, are proposed. Because of the insertion of two new sections (§ 12 and § 13), renumbering of sections is proposed, whereby the previous § 12 becomes § 14.
Current Proposed wording
wording
3 § Object of 3 § Object of the company's business
the company's The company shall render advise advice and administration
business services to companies within the advisory and investment
The company industry as well as holding and managing real and movable
shall render property. The company shall, without altering the corporate
advise and law's purpose of generating profit to the shareholders, strive
administration to conduct its business in a way that future-proofs companies
services to and has a positive impact.
companies
within the
advisory and
investment
industry as
well as
holding and
managing real
and movable
property.
10 § 10 § Participation at shareholders' meetings
Participation Shareholders who wish to participate at a general meeting
at shall be registered as shareholders on a transcript of the
shareholders' entire share register as stipulated in Chapter 7 Section 28,
meetings third paragraph, of the Swedish Companies Act (2005:551) that
Shareholders relates to the conditions prevailing five workdays prior to
who wish to the meeting and shall also provide notification of their
participate at intention to attend the meeting no later than on the date
a general stipulated in the notice convening the general meeting. The
meeting shall latter mentioned
be registered In order to participate at a shareholders' meeting, a
as shareholder must notify the company of the intention to attend
shareholders no later than on the day stipulated in the notice of the
on a shareholders' meeting. Such a day must not be a Sunday, any
transcript of other public holiday, Saturday, Midsummer's Eve,
the entire or
share register prior to the shareholders' meeting.
as stipulated One or two assistants to the shareholder shall be entitled to
in Chapter 7 attend the general meeting only if the shareholder has
Section 28, notified the company hereof in the manner set out above.
third A shareholder may be accompanied by assistants at a
paragraph, of shareholders' meeting only where the shareholder has given the
the Swedish company notice of the number of assistants (not more than two)
Companies Act as specified in the previous paragraph.
(2005:551)
that relates
to the
conditions
prevailing
five workdays
prior to the
meeting and
shall also
provide
notification
of their
intention to
attend the
meeting no
later than on
the date
stipulated in
the notice
convening the
general
meeting. The
latter
mentioned day
must not be a
Sunday, any
other public
holiday,
Saturday,
Midsummer's
Eve,
Eve
Year's Eve
must not be
more than the
fifth weekday
prior to the
meeting.
One or two
assistants to
the
shareholder
shall be
entitled to
attend the
general
meeting only
if the
shareholder
has notified
the company
hereof in the
manner set out
above.
12 § Collecting of powers of attorneys and vote by post
The board of directors may collect powers of attorney in
accordance with the procedure described in Chapter 7, section
4, second paragraph of the Companies Act (2005:551).
The board of directors has the right before a shareholders'
meeting to decide that shareholders shall be able to exercise
their right to vote by post before the shareholders' meeting.
13 § The right for persons not being shareholders to attend a
shareholders' meeting
The board of directors may resolve that persons not being
shareholders of the company shall be entitled, on the
conditions stipulated by the board of directors, to attend or
in any other manner follow the discussions at a shareholders'
meeting.
he nomination committee's proposals
The nomination committee, consisting of
Item 2 - The chairperson of the Meeting
Attorney Erik Sjöman or, in case he is prevented, the person assigned by the nomination committee instead.
Item 13a - The number of board members who shall be appointed by the Meeting
Eight members of the board of directors and no deputy members of the board of directors.
Item 13b - The number of auditors and deputy auditors who shall be appointed by the Meeting
One registered auditing company as auditor and no deputy auditor.
Item 14a - Fees to the board of directors
A total cash compensation to the board of directors of
●
●
○
○
The nomination committee recommends members of the board of directors (who do not already have such holding) to acquire, over a three-year period, listed
Item 14b - Fees to the auditors
Auditors' fees are proposed to be paid upon approval of their invoice.
Item 15 - The board members and chairperson of the board of directors
The following persons are proposed for re-election as members of the board of directors:
Item 16 - The auditors and deputy auditors
The registered auditing company
Proposals with respect to persons to approve the minutes and voting list
Item 4 - Persons to approve the minutes
Item 5 - Voting list
The voting list proposed for approval under item 5 on the agenda is the voting list prepared by
Majority rules
The implementation of the board of directors' proposals under items 18 and 19 on the agenda is subject to the approval at the Meeting with at least 2/3 of both the votes cast and of the shares represented at the Meeting.
Further information
Information about all persons proposed as members of the board of directors, information about proposed auditor and the nomination committee's motivated statement regarding the proposal for the board of directors can be found on EQT's website, https://www.eqtgroup.com/shareholders/corporate-governance/shareholders-meeting.
The annual report and other documents will be presented no later than
Proxy forms for shareholders who wish to vote in advance or participate and vote online by proxy are available on EQT's website, https://www.eqtgroup.com/shareholders/corporate-governance/shareholders-meeting, and will be sent free of charge to the shareholders who so request and state their postal address.
For information on how personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The board of directors
[1] The intention is that the Meeting will be held without a venue for physical presence, pursuant to temporary rules planned to enter into force on
Contact
Lena Almefelt, General Counsel, +46 8 506 55 352
Jessica Ölvestad, Shareholder Relations, +46 8 506 55 337
EQT Press Office, press@eqtpartners.com, +46 8 506 55 334
About EQT
EQT is a differentiated global investment organization with a 25-year track-record of consistent investment performance across multiple geographies, sectors and strategies. With strong values and a distinct corporate culture, EQT manages and advises funds and vehicles that invest across the world with the mission to generate attractive returns to the fund investors.
EQT's talent base and network allow it to pursue a thematic investment strategy and distinctive value creation approach, with the aim of future-proofing the companies which EQT invests in, creating superior returns to EQT's investors and making a positive impact with everything EQT does.
EQT has more than
The
More info: www.eqtgroup.com
Follow EQT on Twitter (https://twitter.com/eqt) and LinkedIn (http://www.linkedin.com/company/508278)
This information was submitted for publication at 17.30 CEST on
https://news.cision.com/eqt/r/welcome-to-the-eqt-ab-annual-shareholders--meeting-2020,c3106749
https://mb.cision.com/Main/87/3106749/1243974.pdf
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