FAGERHULT GROUP AB Shareholders of
Shareholders of
INFORMATION REGARDING REMOTE PARTICIPATION IN THE ANNUAL GENERAL MEETING 2021
In light of the ongoing nature and spread of the Covid-19 virus, the board of directors of the Company (the "Board") has decided that this AGM will not be held in the format of a physical meeting and that all resolutions will be made through postal voting. New temporary legislative rules allow the Company to arrange postal voting for the AGM; i.e. the shareholders shall remotely submit their votes to the Company in advance. The shareholders are therefore instructed to vote by post. More information and the required forms regarding voting by post can be found on
The shareholders will in good time before the AGM have access to a pre-recorded speech by the Chairman of the Board in which the Chairman will put forward the Board's proposals in certain agenda items and, on behalf of the Nomination Committee, convey the Nomination Committee's proposals in the relevant agenda items. The pre-recorded Chairman's session(s) are available on
Further, the auditors of the
Also, a pre-recorded presentation by the Company's CEO,
Information on the decisions of the AGM will be published as soon as the outcome of the postal voting is finally compiled on
A. REGISTRATION ETC
Shareholders who wish to attend the AGM by postal voting must be registered as shareholders in the Company's share register kept by
Holders of nominee-registered shares must, to be entitled to attend the AGM, temporarily have their shares registered in their own name through their nominee to ensure that they are registered in the shareholders' register on
Postal voting
The shareholders may exercise their voting rights at the AGM only by voting in advance, 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 www.fagerhultgroup.com and is considered as the notification of participation at the AGM.
The completed and signed voting form must be received by
The shareholder may not give other instructions than to mark one of the answer alternatives specified in the form. If the shareholder has included special instructions or conditions in the form, or changed or made amendments to the pre-printed text, the postal vote will be considered invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.
For questions concerning the voting procedure, please contact
Proxies etc
Shareholders who are casting postal votes via proxy should submit a power of attorney, dated and signed by the shareholder, together with the postal vote. Power of attorney forms are available on the Company's website www.fagerhultgroup.com. If the shareholder is a legal person, certificate of registration or other documents of authority shall be attached to the form.
Documents
Privacy policy for processing of personal data in conjunction with the AGM
For information on how your personal data is processed, please see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
B. PROPOSED AGENDA
1. Opening of the AGM
2. Election of a Chairman for the AGM
3. Election of minute-checkers
4. Approval of the agenda
5. Preparation and approval of the list of voters
6. Determination of whether the AGM has been duly convened
7. Presentation of the annual report and audit report and the consolidated accounts and consolidated audit report
8. Resolution on adoption of the income statement and balance sheet and the consolidated income statement and balance sheet
9. Resolution on the distribution of the Company's profit or loss according to the adopted balance sheet
10. Resolution on release from liability for Directors and the CEO
11. Determination of the number of Directors and Deputy Directors
12. Determination of fees to be paid to the Directors and auditors
13. Election of a Chairman and Vice Chairman of the Board and other Directors
14. Election of auditors
15. Principles for the composition of the Nomination Committee
16. Determination of principles for remuneration to senior management
17. Submission of the remuneration report for approval
18. Resolution on a performance-based share-savings plan for invited participants being employed in the
19. (a) Authorisation to purchase own shares, (b) authorisation to transfer own shares, and (c) transfer of own shares to the 2021 Performance-based Share-Savings Plan
20. Closure of the AGM
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Item 2 Proposed election of a Chairman for the AGM
A Nomination Committee consisting of
Item 3 Election of minute-checkers
The Board proposes that
Item 5 Preparation and approval of the list of voters
The voting list that is proposed for approval is the voting list drawn up by
Item 9 Proposed dividend
The Board proposes that a dividend of
Item 11 Proposal for the number of Directors
The Nomination Committee proposes that the AGM appoint six Directors with no Deputy Directors.
Item 12 Proposal for fees to be paid to the Directors and auditors
The Nomination Committee proposes that fees to be paid to the members of the Board of Directors, are as follows:
It is proposed that fees be paid to the auditors on the basis of approved invoices, as in previous years.
Item 13 Proposal for election of a Chairman of the Board, a Vice Chairman of the Board and other Directors
The Nomination Committee, representing owners holding approximately 60.8 per cent of the capital and votes, proposes that the regular directors
It is further proposed that
Item 14 Election of auditors
The Nomination Committee proposes that the registered auditing firm Öhrlings
Item 15 Proposal regarding principles for the composition of the Nomination Committee
The Nomination Committee proposes that the AGM continue to adopt the principles for the composition of the Nomination Committee for the 2021 AGM as was adopted for the 2019 and 2020 AGMs, primarily as follows:
The Nomination Committee is to be formed after the Chairman of the Board has identified the four largest shareholders in the Company in terms of the number of votes that are to make up the Nomination Committee along with the Chairman. The identity of these shareholders is to be based on the shareholders' register and list of nominees maintained by
If one of the four largest shareholders waives their right to appoint a representative, this right is then transferred to the next shareholder that has the largest shareholding of the shareholders not identified as one of the four largest shareholders on the same date. The names of the four members and the names of the shareholders that they represent are to be published not later than in connection with the Company's interim report for the third quarter, and the name of the people who can be contacted to discuss Nomination Committee matters is also to be published. The mandate period of the Nomination Committee is until a new Nomination Committee is appointed.
Item 16 Proposal for principles for remuneration to senior management
The Board proposes that the AGM approve the following guidelines for remuneration to senior management. Senior management refers to the CEO and members of senior management of the
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 AGM. These guidelines do not apply to any remuneration decided or approved by the general meeting of the Company.
For information regarding the Company's business strategy, please see www.fagerhultgroup.com.
A prerequisite for the successful implementation of the Company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration.
These guidelines enable the Company to offer the senior management a competitive total remuneration.
The remuneration to senior management supports the Company's strategy and long term development and sustainability in several ways. Firstly, the total compensation is scheduled during the current year as a basic salary plus the annual bonus aimed at improving the overall result. Most importantly the long-term incentive scheme seeks performance in the longer, two-three year term by focusing on sustained delivery. Secondly, the annual bonus scheme is frequently focused on specific longer term aspects, for example sustained growth. Also, the annual schemes and long term schemes tie employees in together working in teams. Fixed annual basic salaries for staff and senior management are reviewed simultaneously, thereby ensuring consistency of levels of increase. Often, there are many members of staff who are offered an annual bonus scheme, which again is tied to similar performance criteria to those of senior management. The establishment and development of the senior management remuneration policy is made by a combination of the board and the remuneration committee, sometimes with input from the market outside.
Remuneration to the CEO and other senior management consists of basic salary, variable remuneration, other benefits and pensions. The balance between basic salary and variable remuneration is to be in proportion to the employee's responsibilities and authority.
For the CEO, annual variable remuneration is capped at six months' salary. The variable salary is based on the
For 2021, an additional variable remuneration scheme is proposed. The additional variable remuneration, referred to as a medium-term incentive (MTI) scheme has two fundamental motivators. Firstly, there was no long-term incentive scheme introduced in 2020 and secondly the MTI scheme is designed to return the
The retirement age of the CEO and other senior management is 65. For the CEO, pension contributions representing 35 per cent of the fixed annual salary are paid. Pension benefits for other senior management are paid within the framework of applicable supplementary pension plans (ITP) for salaried employees.
For the CEO, the notice period for termination of employment is twelve months if termination is initiated by the Company and six months if initiated by the CEO. If termination is initiated by the Company without reason for termination, the CEO is entitled to severance pay corresponding to 12 months' salary. Severance pay is deducted against other earned income.
For other senior management, the notice period is 12 months if initiated by the Company, and six months if initiated by the employee. No separate agreements exist regarding retirement age, future pension or severance pay.
The Board shall have the right to depart from these guidelines if there are special reasons for this.
Item 17 Submission of the remuneration report for approval
The Board proposes that the AGM approve the Board's remuneration report for 2020. The remuneration report is held available in accordance with what is stipulated above in this notice under the section Documents.
Item 18 - Resolution on performance-based share-savings plan for invited participants being employed in the
The Board proposes that the AGM resolve to approve a performance-based share-savings plan (the "2021 Performance-based Share-Savings Plan") for
If the AGM resolves to approve the 2021 Performance-based Share-Savings Plan, the Board intends to subsequently present information on target levels and outcomes at the AGM in 2024.
2021 PERFORMANCE-BASED SHARE-SAVINGS PLAN
1.1 Overview of the 2021 Performance-based Share-Savings Plan
The reasons for the proposed 2021 Performance-based Share-Savings Plan is to strengthen the Company's ability to recruit and retain employees, spread and expand share ownership among the employees and create a shared focus in the Group for the employees concerned. Through a share-based incentive scheme, the employees' remuneration can be tied to the Company's future earnings and capital growth. This places the emphasis on long-term capital growth, ensuring that shareholders and the employees concerned have the same goal.
The plan covers up to approximately 80 members of senior management and key individuals in the
1.2 Participants in the 2021 Performance-based Share-Savings Plan
Up to approximately 80 members of senior management and key individuals of the
1.3 Private investment and allocation of Performance Share Awards
To be entitled to participate in the plan, participants will be required to acquire shares of
If the participant has access to insider information and is therefore prevented from acquiring shares of
1.4 Terms and conditions for Performance Share Awards
Performance Share Awards are subject to the following terms and conditions:
· Performance Share Awards are allocated free of charge.
· Each Performance Share Award entitles the holder to obtain one
· Participants do not have the right to transfer, pledge or sell Performance Share Awards or to exercise any shareholder rights in respect of their Performance Share Awards during the Vesting Period.
· The gain per allocated share is limited to
1.5 Performance Share Awards
The number of Performance Share Awards entitling the holder to an allocation of shares is contingent on achievement of a target range, as defined by the Board, for
1.6 Design and administration
The Board, or a committee specially appointed by the Board, will be responsible for the precise design and administration of the 2021 Performance-based Share-Savings Plan as well as the detailed terms and conditions applying between
1.7 Scope
The maximum number of shares of
In accordance with the precise rules to be defined by the Board, the number of shares and/or the performance targets covered by the 2021 Performance-based Share-Savings Plan may become subject to restatement due to a bonus issue, share split or reversed share split, rights issue, mergers, acquisitions, divestment of divisions or similar action taken by
1.8 Estimated costs for and value of the 2021 Performance-based Share-Savings Plan
Performance Share Awards cannot be pledged or transferred to other parties. It is, however, possible to calculate an estimated value for each right. The Board has estimated the average value of each Performance Share Award at about
Assuming that approximately 50 per cent of the persons that have been offered to participate in the plan choose to do so and a 50 per cent achievement of the financial performance targets, the total estimated value of the Performance Share Awards is approximately MSEK 9,6. The value represents around 0,12 per cent of
1.9 Effects on key performance indicators
In case of 50 per cent participation in the 2021 Performance-based Share-Savings Plan,
1.10 Hedging
To be able to implement the 2021 Performance-based Share-Savings Plan in a cost-effective and flexible manner, the Board has considered different methods for ensuring delivery of
To the extent that the Board's proposed resolution on the transfer of repurchased shares to the participants does not obtain the required majority, the Board intends, in the second hand, to conclude a share swap agreement with a third party to ensure delivery of
1.11 Drafting of the proposal
The 2021 Performance-based Share-Savings Plan was initiated by the Board and has been formulated in consultation with external advisors. The plan has been drafted in the Board's Remuneration Committee and discussed at Board meetings in the first months of 2021.
1.12 Other incentive schemes in
At
1.13 Resolutions proposed by the Board
With reference to the above description, the Board proposes that the AGM resolve to introduce the 2021 Performance-based Share-Savings Plan and to authorize the Board to enter into share-swap agreements in accordance with what is set out in section 1.10 (Hedging) above.
1.14 Majority requirement
The Board's proposed resolution on the introduction of the 2021 Performance-based Share-Savings Plan requires the support of shareholders representing more than half of the votes cast at the AGM.
Item 19 (a)-(c) Authorisation to purchase own shares, authorisation to transfer own shares and transfer of own shares to the participants in the 2021 Performance-based Share-Savings Plan
(a) AUTHORISATION TO PURCHASE OWN SHARES
The Board proposes that the AGM resolves to authorise the Board to purchase own shares, on one or several occasions, during the period until the next AGM, in accordance with the following:
Acquisition of own shares must be made on Nasdaq Stockholm.
- Own shares may be acquired to the extent the Company's holdings of own shares in total amounts to no more than one tenth of all shares in the Company.
- Shares may be purchased on Nasdaq Stockholm at a price which is within the registered spread, defined as the spread between highest bid price and lowest ask price.
By holding treasury shares, the Company is able to secure obligations under the performance-based share-savings plan for senior management proposed in item 18 of the agenda, including equivalent plans from previous years.
(b) AUTHORIZATION TO TRANSFER OWN SHARES
The Board proposes that the AGM resolves to authorise the Board to resolve on transfer of own shares on one or several occasions during the period until the next AGM in accordance with the following.
Transfer of own shares must be made either on Nasdaq Stockholm or in another manner.
- Transfer of own shares may be made with disapplication of the pre-emption rights of existing shareholders.
- The maximum number of shares that may be transferred is the total number of own shares held by the Company at the time of the Board's resolution to transfer the shares.
- Transfer of own shares on Nasdaq Stockholm shall be made at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price; transfer of own shares in another manner shall be made at a minimum price that shall be determined in close connection with the shares' quoted price at the time of the Board's resolution to transfer the shares.
- Payment for the transferred shares may be made in cash, by contribution in kind or by set-off.
- The Board is entitled to determine the other terms and conditions of the transfer which, however, shall be in accordance with the market practice.
The reasons for the proposed authorisation to transfer own shares and for the deviation from the shareholders' preferential rights are to cover costs relating to incentive schemes and, if necessary, to enable the implementation of the 2021 Performance-based Share-Savings Plan by funding potential costs related to the share swap agreement.
(c) TRANSFER OF OWN SHARES TO THE PARTICIPANTS OF THE 2021 PERFORMANCE-BASED SHARE-SAVINGS PLAN
The Board proposes that the AGM resolves to approve the transfer of repurchased shares on the following terms: (i) A maximum of 1,161,280
The Board may, prior to the AGM in 2024, propose that the AGM resolve to authorise the transfer of treasury shares on Nasdaq Stockholm for the purpose of covering costs such as social security contributions for the 2021 Performance-based Share-Savings Plan.
MAJORITY REQUIREMENTS
The Board's proposed resolutions pursuant to section 19 (a) and (b) above, requires the support of shareholders representing at least two-thirds of the votes cast and shares represented at the AGM.
The Board's proposed resolution pursuant to section 19 (c) above requires the support of shareholders representing at least nine tenths of the votes cast and the shares represented at the AGM.
The Board's proposal pursuant to section 19 (c) is subject to approval by the AGM of the Board's proposal on the 2021 Performance-based Share-Savings Plan in accordance with item 18 of the agenda.
C. INFORMATION AT THE AGM
The Board and CEO shall, if requested by a shareholder, and if the Board considers that this can be done without material damage to the Company, disclose information on circumstances which could influence the assessment of an agenda item, circumstances which could influence the assessment of the Company's or a subsidiary's financial situation and the Company's relationship to another company in the Group.
Due to the current circumstances related to the spread of the Covid-19 virus and the Board's decision to not hold a physical meeting for the AGM, a shareholder who wish to ask questions to the Board or to the CEO is therefore hereby kindly instructed to submit its question(s) in writing to the Company. Questions can be submitted to the Company preferably by e-mail to AGM2021@fagerhultgroup.com or by ordinary mail to
D. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of this notice, the total number of shares and votes in the Company is 177,192,843.
_______________
Habo,
The Board of Directors
For more information contact:
Bodil Sonesson,CEO, +46 722 23 76 02, bodil.sonesson@fagerhultgroup.com
All our brands produce high-quality professional lighting solutions and we work mainly on specifications together with our partners. Together we cover almost every professional lighting application and our presence is worldwide.
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