AB SAGAX The shareholders of
The Board of Directors has resolved that shareholders shall have the right to exercise their voting rights in advance through postal voting pursuant to § 9 in the Company's Articles of Association. Consequently, shareholders may choose to exercise their voting rights at the AGM by attending by postal voting, in person, or through a proxy.
Participation by postal voting
Shareholders who wish to participate in the AGM by postal voting must:
- be registered as shareholders in the share register maintained by
- notify their intention to participate by submitting their postal vote in accordance with the instructions below, no later than Thursday
For postal voting, a certain form must be used. The form is available on the Company's website, www.sagax.se. The postal voting form is valid as notification of participation at the AGM. The completed postal voting form must be received by
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the AGM in person or through a proxy must give notice thereof to the AGM's secretariat prior to the opening of the AGM.
Participation in person
Shareholders who wish to participate the AGM in person must:
- be registered as shareholders in the share register maintained by
- notify their intention to participate to the Company no later than Thursday
Participation by proxy
Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. The power of attorney in the original form shall be submitted to the Company at the above address well in advance of the AGM. A proxy form is available at the Company's website, www.sagax.se. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.
Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the AGM. In addition to giving notice of participation (or submitting their postal vote), such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register maintained by
Processing of personal data
In connection with the notification, the Company will process the personal data requested about the shareholders above. For information on how your personal data is processed in connection with the AGM, see the privacy notice on
Number of shares
As of the date of the issuance of this notice, the total number of shares in the Company amounts to 466,595,984 shares, of which 26,515,417 are ordinary shares of series A (each carrying 1 vote), 313,819,238 are ordinary shares of series B (each carrying 1/10 vote) and 126,261,329 are ordinary shares of series D (each carrying 1/10 vote), corresponding to a total of 70,523,473.7 votes. The Company holds 2,000,000 of its own ordinary shares of series B, corresponding to 200,000 votes, which cannot be represented at the AGM.
Proposed agenda
The Board of Directors proposed agenda at the AGM:
- Opening of the meeting and election of chairperson of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report for the group
- Resolutions on:
a) adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet,
b) appropriation of the Company's profit or loss according to the adopted balance sheet,
c) discharge from liability for the Board members and the CEO
- Resolution on the number of members of the Board of Directors and auditors
- Resolution on remuneration for the members of the Board of Directors and the auditors
- Election of the Board of Directors, chairperson of the Board of Directors and auditors
- Resolution on guidelines for remuneration to senior executives
- Resolution on approval of the Board of Directors' Remuneration Report 2023
- Resolution on the introduction of Incentive Program 2024/2027 through a) issue of warrants to the subsidiary Satrap Kapitalförvaltning AB and b) approval of transfer of warrants to employees of the Company or its subsidiaries
- Resolution on authorisation for the Board of Directors to increase the share capital through new issues of shares, warrants and/or convertibles
- Resolution on authorisation for the Board of Directors to repurchase own shares, warrants and/or convertibles and/or to transfer own shares and/or warrants
- Conclusion of the meeting
Proposed resolutions
Item 1
The Nomination Committee ahead of the AGM 2024 consists of Björn Alsén, nominated by
The Nomination Committee proposes that the chairperson of the Board of Directors
Item 7 b)
The Board of Directors proposes that the AGM for the financial year 2023 resolves on a dividend to the shareholders of
The Board of Directors further proposes that the AGM resolves that the new ordinary shares of series D that may be issued with the support of the AGM's authorisation in accordance with item 14 below shall entitle to dividends, in accordance to above, from the date they have been entered in the share register kept by
Item 8
The Nomination Committee proposes that the number of Board members shall amount to six for the period until the next AGM, and that one registered public accounting firm is elected auditor.
Item 9
The Nomination Committee proposes a fee of
Item 10
The Nomination Committee proposes that the AGM resolves on re-election of
Further information on the proposed members of the Board of Directors is available at the Company's website www.sagax.se.
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, that the AGM resolves to re-elect the registered public accounting firm Ernst & Young Aktiebolag for the period until the end of the next AGM. It is Ernst & Young Aktiebolag's intention to appoint
Item 11
The Board of Directors proposes that the AGM resolves on guidelines for remuneration to the Company's senior executives in accordance with the following.
The guidelines encompass remuneration for the Company's senior executives. Senior executives refer to the CEO, the deputy CEO, the CFO and any other members of the group management. The guidelines shall apply to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines at the AGM 2024. These guidelines do not apply to any incentive programs resolved or approved by a general meeting.
The guidelines promotion of the Company's strategy and long-term, i.e. sustainable, interests
For information about the Company's strategy, see the Company's website, https://www.sagax.se/about/business-concept-and-strategy.
A prerequisite for the successful implementation of the Company's strategy and safeguarding of its long-term, i.e. sustainable, interests, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers remuneration and employment terms on market terms.
Variable remuneration covered by these guidelines shall aim to promote the Company's strategy and long-term, i.e. sustainable, interests.
Types of remuneration etc.
The remuneration to senior executives may consist of a fixed and a variable remuneration component as well as pension benefits and other benefits. The types of remuneration shall be simple, long-term and measurable.
The fixed remuneration shall be on market terms and based on competence, responsibility and performance.
Variable remuneration may be paid to senior executives where the Board of Directors deems it appropriate. The variable remuneration shall reward specific, predetermined, results or performance goals. The variable remuneration shall be determined through simple and transparent criteria and be maximized. Variable remuneration goals shall be related to financial goals, sustainability goals, operational goals, or individual goals within each person's area of responsibility. The measurement period for the variable remuneration shall, as a general rule, be based on performance over a period of twelve months. 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 is responsible for the evaluation with regard to variable remuneration to the CEO. With regard to variable remuneration to other executives, the CEO is responsible for the evaluation.
Variable remuneration shall not be pensionable and shall as a main rule not exceed 50 percent of the respective senior executive's annual fixed remuneration. Additional variable remuneration may however be paid provided that such special arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining senior executives, or as remuneration for extraordinary efforts that go beyond the executive's ordinary duties. Such extraordinary variable remuneration may not exceed an amount corresponding to 100 percent of the executive's annual fixed remuneration. Resolutions on such extraordinary variable remuneration shall be made by the Board of Directors.
The extent to which the goals for variable remuneration have been met shall be determined at the end of the relevant measurement period. The Board of Directors is responsible for such assessment in respect of variable remuneration to the CEO. With respect to variable remuneration to other senior executives, the CEO is responsible for the assessment.
Non-monetary benefits shall facilitate the senior executive's work performance and correspond to what can be considered reasonable in relation to practice in the market where the respective senior executive is active. Premiums and other costs (including costs for social security contributions) for the employer in connection with such benefits may (when the benefit is resolved) amount to a maximum of 10 percent of the executives' annual fixed remuneration.
Senior executives' pension terms shall be based on defined contribution pension solutions and follow or correspond to, and thus be limited to, the general pension plan under the ITP plan.
Share and share price related incentive programs shall, where applicable, be resolved by the general meeting and are therefore not covered by these guidelines. For more information on outstanding share and share price related incentive programs, see the Company's website www.sagax.se.
Regarding employment conditions that are subject to other rules than Swedish, as far as pension benefits and other benefits, appropriate adjustments may be made to comply with mandatory rules or local practice, whereby the overall purpose of these guidelines shall, as far as possible, be met.
Termination of employment
The notice period for the CEO may not exceed 12 months regardless of whether notice is given by the Company or by the CEO. For other senior executives, the notice period may not exceed six months regardless of whether notice is given by the Company or by the executive. No severance pay shall be paid.
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 Company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee, consisting of two members of the Board of Directors. 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 AGM. 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 the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the executive management do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
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 Company's long-term interests, including its sustainability, or to ensure the Company's financial viability.
Description of significant changes to the guidelines and how the shareholders' views have been considered
The Board of Directors has reviewed the guidelines, and the Board of Directors' proposal for guidelines for renumeration to senior executives largely corresponds to the existing guidelines adopted in 2021 but with some revisions. The updated guidelines include, among other things, that the CEO's notice period may not exceed 12 months and that the Board of Directors shall be able to resolve on additional variable cash remuneration in extraordinary circumstances.
It was noted that no comments were received from shareholders on previous guidelines for remuneration to senior executives.
Item 12
The Board of Directors proposes that the AGM approve the Board of Directors' Remuneration Report for 2023 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Item 13
The Board of Directors proposes that the AGM resolves on the introduction of an incentive program through the Company conducting an issue of warrants and transfer of warrants to persons who are or become employed by the Company or the Company's subsidiaries, with the exception of the CEO in the Company ("Employees"), on the terms and conditions below ("Incentive Program 2024/2027").
A. Issue of warrants to the Subsidiary
The Board of Directors proposes that the AGM resolves on an issue of a maximum 400,000 warrants of series 2024/2027. The right to subscribe shall, with deviation from the shareholders' preferential rights, belong to the wholly owned subsidiary Satrap Kapitalförvaltning AB, Corp. Reg. No. 556748-3309 (the "Subsidiary"). The warrants shall be issued without consideration. Each warrant shall entitle the holder to subscribe for one (1) new ordinary share of series B ("Ordinary Share") in the Company. The warrants shall be subscribed for during the period from and including
The subscription price for a Ordinary Share upon exercise of a warrant shall consist of the Ordinary Share's average closing price during the period from
(i) the share price of the Ordinary Share at the time of issue, which consists of the average closing price during the period from and including
- the change in the average total return index value for the Ordinary Shares during (i) the period from and including
10 May 2024 up to and including16 May 2024 (the "Start Index for the Ordinary Shares") and (ii) the period from and including24 May 2027 up to and including28 May 2027 (the "End Index for the Ordinary Shares"), -
the change in the average total return index value calculated according to the Total Return Real Estate Index (TRREX), a total return index calculated by
Millistream Market Data AB , during (i) the period from and including10 May 2024 up to and including16 May 2024 (the "TRREX Start Index") and (ii) the period from and including24 May 2027 up to and including28 May 2027 (the "TRREX End Index"), and
(ii) zero.
TRREX is a total return index calculated by
If the Company has insider information during any part of the period from and including
Holders of the warrants shall have the right to request that an alternative exercise model is applied in accordance with the complete terms and conditions when subscribing for shares using the warrants. When applying the alternative exercise model, the subscription price for each Ordinary Share shall correspond to the share's quota value and the warrants shall entitle to a recalculated, initially lower, number of Ordinary Shares. However, the warrants shall not entitle to more than one (1) Ordinary Share per warrant, subject to possible recalculation in accordance with the complete warrant terms and conditions. Assuming that the subscription price for the Ordinary Shares in the Company to which the warrants entitle the holder to subscribe for is set at
Illustrative calculation example based on an assumed subscription price of
Share price | Total dilution | Total number of new shares |
0.009 % | 29 823 | |
0.016 % | 55 507 | |
0.023 % | 77 859 | |
0.029 % | 97 487 |
The warrants can be exercised by application for subscription of new shares during the period from
The maximum number of additional Ordinary Shares are estimated to no more than 400,000 which corresponds to approximately 0.12 percent of the total number of ordinary shares of series A and B in the Company (excluding the Company's own holding of ordinary shares of series B), provided full subscription, and full exercise of all warrants. In such case, the increase in the share capital will amount to a maximum of
The reason for deviating from the shareholders' preferential rights is that the Board of Directors want to promote the Company's long-term interests by offering Employees a well-balanced incentive program, which gives them the opportunity to take part in the Company's long-term value development.
B. Approval of transfer of warrants to Employees
The Board of Directors further proposes that the AGM resolves to approve that the Subsidiary may transfer a maximum 400,000 warrants in the Company of series 2024/2027 to Employees, or otherwise dispose of the warrants to secure the commitments under the Incentive Program 2024/2027.
Each Employee shall be offered to acquire warrants, in the Incentive Program 2024/2027, in an amount corresponding to a maximum of one twelfth (1/12) of the Employee's annual salary before income tax. In the event that the Employee has been on leave, parental leave, long-term sick or similar during the twelve-month period preceding the day when the Employee is offered to acquire warrants under the Incentive Program 2024/2027, an adjustment of the number of warrants that the Employee is offered to acquire shall take place. Such adjustment shall imply that the number of warrants offered to the Employee is reduced in proportion to the number of months the Employee has not been in service. In the event that Employees do not subscribe for all warrants that they have been offered to subscribe, the other Employees participating in the Incentive Program 2024/2027 may be offered to acquire the warrants that have been offered but not subscribed. In such cases, allotment shall take place pro rata in relation to the number of warrants for the Employees have been allotted in the initial allotment.
The warrants shall be offered to Employees at a price corresponding to an estimated market value for the warrants with the application of an option valuation model based on Monte Carlo-simulation and accepted assumptions on, inter alia, volatility, direct return and correlation at the time of the transfer. The calculation is performed by
With regard to the fact that the warrants are to be transferred to Employees at a calculated market price, the Incentive Program 2024/2027 is not considered to entail any costs in addition to certain minor costs for preparation and administration for the program. Provided that it is one of the first three times that an Employee participates in an incentive program in the Company and the Employee's annual salary does not exceed
Assuming that the value of the Company's Ordinary Share at the time of the valuation of the warrants amounts to
Transfer to the Employees shall be conditional upon that
For participants in jurisdictions other than
The warrants shall be transferred to the Employees no later than before the AGM 2025, after which non-transferred warrants shall be canceled.
The reason for deviating from the shareholders' preferential rights is that the Board of Directors want to promote the Company's long-term interests by offering Employees a well-balanced incentive program, which gives them the opportunity to take part in the Company's long-term value development.
Item 14
The Board of Directors proposes that the AGM resolves to authorise the Board of Directors to, within the framework of the current Articles of Association, with or without deviation from the shareholders' preferential rights, on one or more occasions until the next AGM, resolve on an increase in the Company's share capital through a new issue of ordinary share of series A, ordinary shares of series B, ordinary shares of series D, warrants and/or convertibles in the Company. The total number of shares covered by such issues may correspond to a total of no more than ten percent of the share capital in the Company, based on the share capital in the Company at the time when the
Item 15
The Board of Directors proposes that the AGM resolves to authorise the Board of Directors to, on one or more occasions until the next AGM, resolve on the acquisition of a total of so many ordinary shares of series A, ordinary shares of series B, ordinary shares of series D, warrants and/or convertibles that the Company's holdings at any given time do not exceed one tenth of all shares in the Company. Acquisition of own shares shall take place on Nasdaq Stockholm and may only take place at a price within the price interval applicable at any given time, by which is imply the interval between the highest purchase price and lowest selling price, or through an acquisition offer addressed to all shareholders, whereby the acquisition shall take place at a price which at the time of the resolution corresponds to not less than applicable share price and a maximum of 150 percent of the applicable stock exchange price. Acquisition of own warrants and/or convertibles shall take place at a price that at the time of the decision corresponds to not more than market value.
Furthermore, it is proposed that the AGM resolves to authorise the Board of Directors to, on one or more occasions until the next AGM, resolve on transfer, with or without deviation from the shareholders' preferential rights, of all or parts of the Company's holding of ordinary shares of series A, ordinary shares of series B, ordinary shares of series D, and/or warrants as payment in connection with the acquisition of properties or real estate companies, or part of properties or real estate companies at a price corresponding to the share price, or in the case of warrants, the market value at the time of the transfer. Transfer of all or parts of the Company's holding of own ordinary shares of series A, ordinary shares of series B, ordinary shares of series D may also take place, on one or more occasions until the next AGM, to finance such acquisitions, alternatively to finance general business purposes, whereby the sale of shares shall take place on Nasdaq Stockholm at a price within the price range applicable at any given time.
The authorisation is intended primary to give the Company flexibility in financing the acquisition of properties or real estate companies, or part of properties or real estate companies, but also to give the Board of Directors increased freedom regarding work with the Company's capital structure.
Special majority requirement
A resolution by the AGM in accordance with item 13 is only valid if supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the AGM. Resolutions by the AGM in accordance with item 14 and 15, are only valid if supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the AGM.
Disclosures at the AGM
The Board of Directors and the CEO shall, if requested by any shareholder and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide disclosures about conditions that may impact assessment of an item of business on the agenda, about conditions that may impact assessment of the Company's or a subsidiary's financial situation, and about the Company's relationship with another group company.
Documentation
Annual report and auditor's report, remuneration report, the Board of Directors' complete proposals for resolutions as above together with documents according to Chapter 18 Section 4 and Chapter 19 Section 22 of the Swedish Companies Act and the auditor's opinion regarding the application of guidelines for remuneration to senior executives, are available at the Company's office, address as above, and on the Company's website, www.sagax.se, from no later than Wednesday
The Board of Directors
For further information, please contact CEO
About
Every care has been taken in the translation of this press release. In the event of discrepancies, however, the Swedish original will supersede the English translation.
https://news.cision.com/sagax/r/notice-of-annual-general-meeting-in-ab-sagax--publ-,c3956920
https://mb.cision.com/Main/414/3956920/2713170.pdf
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