The shareholders in
Registration and notification
Shareholders who wish to participate in the Annual General Meeting must
· be recorded in the shareholders' register maintained by
· file notice of their intention to participate with the Company's head office not later than Friday,
Notices must contain information about the shareholders' name, personal identity number (corporate registration number), address, telephone number, number of shares and the names of any assisting counsel (maximum of two). Personal data obtained from the shareholders' register maintained by
To be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the Annual General Meeting, register the shares in their own name so that the shareholder is registered in the shareholders' register on the record date of Wednesday,
Power of attorney
In the case of participation by proxy authorised by a power of attorney, a written and dated power of attorney signed by the shareholder and other relevant authorisation documents are to be presented. Representatives of legal entities must also submit a copy of the entity's certificate of incorporation or corresponding authorisation documents showing that they are authorised to represent the legal entity. A copy of the power of attorney and any certificate of incorporation should be delivered to the Company well in advance of the Meeting. The original copy of the power of attorney must also be presented at the Meeting.
The Company provides shareholders with a power of attorney form, which is available at the Company's head office or at the Company's website www.alligo.com/agm2024.
Proposed agenda
1) Opening of the Meeting.
2) Election of the Chairman to preside over the Meeting.
3) Compilation and approval of
4) Approval of the agenda proposed by the Board of Directors for the Meeting.
5) Election of one or two persons to approve the Minutes to be taken at the Meeting.
6) Determination of whether the Meeting has been duly convened.
7) Address by the President & CEO.
8) Presentation of the annual accounts and the auditor's report as well as the consolidated financial statements and the consolidated auditor's report, and an account by the Company's auditor.
9) Resolution regarding
a) adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet,
b) allocation of the Company's earnings in accordance with the duly adopted balance sheet, and,
c) discharge from liability for the members of the Board of Directors and the CEO.
10) Resolution regarding approval of the Board of Directors' remuneration report for 2023.
11) Report on the work of the Election Committee.
12) Determination of the number of Directors.
13) Determination of fees to the Board of Directors and the auditors.
14) Election of Board members and Chairman of the Board of Directors.
15) Election of registered accounting firm.
16) Resolution regarding amendment of the Election Committee's instructions.
17) Election of members and Chairman of the Election Committee.
18) Resolution regarding authorisation for the Board of Directors to resolve on acquisition and transfer of own shares.
19) Resolution regarding authorisation for the Board of Directors to resolve to issue new shares up to 10 per cent of the number of shares to use as payment for acquisitions.
20) Resolution regarding adoption of a long-term incentive programme for senior executives based on performance shares.
21) Closing of the Meeting.
Proposals by the Election Committee for resolutions regarding items 2 and 12-16 in accordance with above
The Annual General Meeting on
The Election Committee, whose members represent approximately 62 per cent of the total number of votes, has announced the following proposals:
Item 2 Election of the Chairman to preside over the Meeting.
Chairman of the Board Göran Näsholm (or in the event that he is unable to participate, an individual appointed by the Election Committee) is proposed as Chairman of the Meeting.
Item 12 Determination of the number of Directors.
Six ordinary Directors without deputies.
Item 13 Determination of fees to the Board of Directors and the auditors.
The Election Committee proposes a total directors' fee of
The Chairman of the Board of Directors:
Other Directors:
It is also proposed that the Chairman of the Audit Committee shall receive
Audit fees are, as in previous years, to be paid in accordance to approved invoices.
Item 14 Election of Board members and Chairman of the Board of Directors.
Re-election of current Board members Göran Näsholm,
Re-election of Göran Näsholm as Chairman of the Board.
Johan Lilliehöök, born 1982, is the CEO of
A presentation of the individuals proposed for re-election as Board members is available at the Company's website.
Item 15 Election of registered accounting firm.
Re-election of the registered accounting firm
Item 16 Resolution regarding amendment of the Election Committee's instructions.
The Election Committee proposes that the instruction for the Election Committee adopted at the Annual General Meeting 2023 shall be replaced by the following instruction, which shall apply until further notice.
These instructions, the current composition of the Election Committee and how the Election Committee can be contacted shall at all times be kept available on the Company's website.
1. Election Committee members
The Company is to have an Election Committee. Election Committee members are to be nominated by the major shareholders in the Company, whereby the four largest shareholders in the Company, in terms of votes according to the shareholders' register maintained by
The nominated members (including the Chairman of the Election Committee) are elected as members of the Election Committee by the Company's Annual General Meeting for the period up until the end of the next Annual General Meeting. The notice for the Annual General Meeting shall include the names of the nominated members.
When members are nominated and elected by the above procedure, the rules and regulations set out in the Swedish Corporate Governance Code on the composition of Election Committees are to be followed.
2. Changes to the Election Committee
Changes to the composition of the Election Committee may be made in the following cases.
a) A member wishes to step down early or cannot fulfil their duties or if a shareholder wishes to replace their nominated member, whereby a request is submitted to the Chairman of the Election Committee (or should the request apply to the Chairman, to another member of the Election Committee) and receipt thereof shall imply that the request has been executed.
b) A shareholder who has not nominated a member of the Election Committee becomes larger in terms of votes than a shareholder who has nominated a member of the Election Committee, after which the larger shareholder is entitled to replace the nominated member, or if other significant changes occur in ownership of the Company, whereby the Election Committee has the right to make an independent decision to dismiss and/or appoint additional members with the aim that the composition of the Election Committee shall reflect the ownership structure of the Company.
c) The Election Committee can offer vacant seats on the Election Committee to shareholders or members nominated by shareholders with the aim that the composition of the Election Committee shall reflect the ownership structure of the Company.
Any changes to the Election Committee are to be disclosed by the Company as soon as possible.
3. Duties of the Election Committee
The Chairman of the Election Committee is to convene the Committee's first meeting.
Well in advance of the publication of the notice for the Annual General Meeting by the Board of Directors, the Election Committee is to prepare and submit to the Chairman of the Board the Election Committee's proposals for:
a) election of the Chairman of the Board of Directors and other Directors,
b) resolution regarding Directors' fees,
c) election of auditor,
d) resolution regarding auditor fees,
e) election of the Chairman to preside over the Meeting, and
f) resolution regarding amendments to these instructions (if the Election Committee considers it necessary).
The Election Committee's proposals are to be presented in the notice for the Annual General Meeting. In conjunction to the publication of the notice for the Annual General Meeting by the Board of Directors, the Election Committee is to ensure that the Company publishes the Election Committee's proposals and reasoned statement on its website as well as information about how the Election Committee has performed its work.
The Election Committee is also to fulfil any other duties incumbent upon an Election Committee in accordance with the Swedish Corporate Governance Code.
4. Fees
Fees are not to be paid to members of the Election Committee. The Election Committee has the right to charge the Company for expenses for recruitment consultants or other expenses required by the Election Committee to perform its duties.
5. Amendments to these instructions
These instructions for the Election Committee are to apply until such time as a General Meeting of Shareholders in the Company resolves to amend them.
Proposal by major shareholders for resolution regarding item 17 in accordance with the above
Item 17 Election of members and Chairman of the Election Committee.
The Company's largest shareholders in terms of voting rights, as of the last banking day of
The shareholders proposed to be represented in the Election Committee hold approximately 59.64 per cent of the shares and approximately 62.49 per cent of the votes in the Company.
Proposals by the Board of Directors for resolutions regarding items 9b and 18-20 in accordance with the above
Item 9b Resolution regarding allocation of the Company's earnings in accordance with the duly adopted balance sheet.
The Board proposes that the Company's profit shall be disposed of so that
This means the Board proposes that
If the Annual General Meeting adopts the proposal, dividends are expected to be disbursed through
Item 18 Resolution regarding authorisation for the Board of Directors to decide on acquisition and transfer of own shares.
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board, during the period until the next Annual General Meeting, to acquire a maximum number of Class B shares so that the Company's holding of treasury shares at no time exceeds 10 per cent of the total number of shares in the Company. Acquisitions are to be carried out on Nasdaq Stockholm in accordance with the
The Board also proposes that the Annual General Meeting authorises the Board, prior to the next Annual General Meeting, to divest Class B shares held in treasury by the Company in a manner other than on Nasdaq Stockholm. This authorisation may be utilised on one or more occasions and encompasses all shares held in treasury by the Company at the time of the Board's decision. The authorisation also entitles the Board to decide to deviate from the shareholders' preferential rights and stipulates that payment may be made by other means than money.
The purpose of this authorisation is to be able to adapt the Group's capital structure and to pay for future acquisitions of businesses and operations using treasury shares. Holdings of treasury shares are also used to secure the Company's possible future obligations under share-based incentive programmes.
A resolution on the Board's proposal in accordance with Item 18 requires the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the Meeting.
Item 19 Resolution regarding authorisation for the Board of Directors to resolve to issue new shares up to 10 per cent of the number of shares to use as payment for acquisitions.
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board, on one or more occasions during the period until the next Annual General Meeting, to decide to increase the Company's share capital by means of a new issue of shares, though such issues should not entail an increase in the Company's registered share capital or the number of shares in the Company by more than a total of 10 per cent, based on the Company's registered share capital or number of shares before utilising the authorisation. The new issue of shares may be performed with or without deviation from the shareholders' preferential rights and with or without provisions regarding non-cash issues or right of offset.
The purpose of the authorisation above and the reasons for the deviation from the shareholders' preferential rights are to improve the Company's opportunities to conduct or finance the acquisition of other companies, parts of companies or assets that the Board of Directors considers of value to the Company's operations, or in connection therewith strengthen the Company's own funds. Issues that deviate from the shareholders' preferential rights must establish the issue price on the basis of prevailing market situation at the time the shares are issued.
The Board of Directors and the President & CEO, or the person appointed by the Board, are entitled to make the minor adjustments in the decision that may be necessary in conjunction with their registration.
A resolution on the Board's proposal in accordance with Item 19 requires the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the Annual General Meeting.
Item 20 Resolution regarding adoption of a long-term incentive programme for senior executives based on performance shares.
Background and motivation
The board of directors proposes that the Annual General Meeting resolves to establish a long-term incentive programme for current and future members of the Company's group management and other senior executives (the "Participants") based on performance shares ("PSP 2024") in accordance with the proposal below.
The purpose of PSP 2024 is to align the interests of the Company's shareholders and the Participants by encouraging the Participants to build up a long-term shareholding in the Company. The Board of Directors considers that an incentive programme based on performance shares, with significant own investment and a clear performance and sustainability link, will increase the Participants' motivation and commitment to the Company and their interest in the Company's long-term success. The programme is also expected to strengthen the possibilities to recruit and retain key personnel and is better adapted to participants outside
The Board of Directors will evaluate participation in and the initial effects of PSP 2024 and then decide whether incentive programmes with a similar structure should be proposed annually.
Description of PSP 2024
PSP 2024 is proposed to include all current and future members of the group of Participants, maximum 12 persons. It is proposed that the programme, which entails a requirement for own investment in shares, shall consist of performance shares to be allotted to the Participants depending on the extent to which the performance conditions are fulfilled. According to the proposal, PSP 2024 may comprise a maximum of 102,375 shares of series B in the Company, which corresponds to approximately 0.20 per cent of all outstanding shares and 0.18 per cent of the votes in the Company at the date of issue of this notice, before any recalculations due to the corporate events stated below.
In order to be able to implement PSP 2024 in a cost-effective and flexible manner, the Board of Directors has considered different methods for transferring Class B shares in the Company. The Board of Directors has concluded that the most cost-effective alternative is, and therefore proposes as main alternative that the Annual General Meeting resolves to authorise the Board of Directors to decide to transfer, free of charge, Class B shares in the Company already held by the Company, to the Participants. The detailed conditions for the board of director's main alternative are set out in item C. below.
In the event that the required majority under item C. below cannot be reached, the Board of Directors proposes that the Company shall be able to enter into an equity swap agreement with a third party in accordance with item D. below.
A. Decision on a long-term incentive programme based on performance shares
The Board of Directors proposes that the Annual General Meeting resolves to implement a long-term incentive programme based on performance shares in accordance with the below.
Investment requirement
In order to participate in PSP 2024, the Participants are required to invest in shares of series B in the Company and that these shares are allocated to PSP 2024. The maximum amount that the Participants can invest in shares of series B in the Company within the framework of PSP 2024 corresponds to approximately 10 per cent of the Participant's annual base salary before tax at the time of application for PSP 2024 (the "Investment Shares"), see further below.
Only class B shares in the Company that the Participants acquires from the Company during the period from and including
Performance share rights
Allocation under PSP 2024 is made free of charge and entitles the Participant to receive a certain number of class B shares in the Company free of charge for each Investment Share after the end of a vesting period of three years (the "Performance Share Rights"), Each Performance Share Right entitles the holder to receive up to one (1) class B share in the Company. Allocation of shares of series B in the Company in accordance with the Performance Share Rights is subject to the fulfilment of the performance conditions set out below and will generally require the Participant to remain employed and retain all of his/her Investment Shares for a period of approximately three years from the launch of the programme up to and including the date when the interim report for the first quarter of 2027 is published (the "Vesting Period").
Allocation of Performance Share Rights will normally take place as soon as practicable after the Investment Period or a later date, but no later than
The Company will not compensate for dividends paid and other value transfers in line with the Company's dividend policy during the Vesting Period. The number of class B shares in the Company that each Performance Share Right entitles to may be recalculated due to, among other things, a bonus issue, consolidation or split of shares, new share issues, reduction of the share capital, extraordinary dividend or similar measures. The transfer of shares may be accelerated as a result of mergers, demergers, major acquisitions or disposals or similar measures.
Performance conditions and distribution
The vesting of the Performance Share Rights is dependent on the extent to which the performance conditions are met, thereby determining to what extent (if any) the Performance Share Rights entitle the Participants to receive class B shares in the Company at the end of the Vesting Period. If the minimum level is not met, the Performance Share Rights will not entitle to any class B shares in the Company and if the maximum level is met, each Performance Share Right entitles to one class B share in the Company.
Allocation of class B shares in the Company is based on the fulfilment of the performance conditions as set out in the table below.
Allocation is based on average annual earnings growth (adjusted EBITA[1]) during the period 1 January 2024-31 December 2026. Adjusted EBITA as of
DESCRIPTOIN OF PERFORMANCE CRITERIA | RELATIVE WEIGH OF PERFORMANCE CONDITIONS | MAX/MIN ALLOCATION |
Profit growth | 85% |
|
Average annual profit growth (adjusted EBITA) of 7%
Provides an adjusted EBITA of
|
| Threshold level for minimum allocation No target achieved = 0% allocation Target achieved = 20% allocation
|
Average annual profit growth (adjusted EBITA) of 20%
Provides an adjusted EBITA of |
| 100% allocation
|
The outcome will be measured linearly within the ranges. |
[1] Adjusted EBITA means the Company's EBIT excluding items affecting comparability and amortisation of intangible assets arising from acquisitions according to the Company's financial reporting.
Sustainability-related targets | 15% |
|
Responsible supplier relationships At least 85% shall meet the Company's Supplier Standard, measured as a percentage of the total purchase value from suppliers to the standard range.[2] | 5% | Target achieved = 100% allocation No target achieved = 0% allocation |
Gender equality The proportion of female managers shall be at least 26%.[3] | 5% | Target achieved = 100% allocation No target achieved = 0% allocation |
Qualitative target supporting the Company's overall sustainability commitments
| 5% | Target achieved = 100% allocation No target achieved = 0% allocation |
[2] In 2023, an increased percentage of suppliers have met the Company's supplier standard, which includes agreements, an accepted Supplier Code of Conduct with associated chemical restriction lists and a self-assessment by the supplier linked to the requirements of the Company's Code of Conduct. The Supplier Code of Conduct includes conventions on human rights, decent working conditions and limiting environmental and climate impact, as well as principles of good business ethics.
[3] The percentage of female managers increased in 2023, driven by developments in
The maximum number of class B shares in the Company that the Participants in each category may invest in under PSP 2024 and their respective allotment of Performance Share Rights are set out below. The maximum number of Investment Shares per Participant is based on an estimated price paid per Investment Share, corresponding to the market price of a class B share in the Company at the time of preparation of the Board of Directors' proposed resolutions.
CATEGORY | MAXIMUM NUMBER OF INVESTMENT SHARES PER PARTICIPANT | MAXIMUM NUMBER OF INVESTMENT SHARES WITHIN THE CATEGORY | NUMBER OF PERFORMANCE SHARE RIGHTS PER INVESTMENT SHARE | MAXIMUM NUMBER OF PERFORMANCE SHARES |
CEO | 3,675 | 3,675 | 5 | 18,375 |
CFO | 2,050 | 2,050 | 5 | 10,250 |
Other senior executives (maximum 10 persons) | 1,475 | 14,750 | 5 | 73,750 |
Total | - | 20,475 | - | 102,375 |
Allotment of shares
Provided that the above mentioned performance conditions have been met during the Performance Period and that the Participant has remained in his/her employment and retained his/her Investment Shares during the Vesting Period, allotment of shares of series B in the Company (the "Performance Shares") shall take place as soon as practically possible after the end of the Vesting Period. The Board of Directors may, provided that it is cost neutral for the Company, decide to offer Participants that the number of Performance Shares is reduced by an amount corresponding to the income tax, resulting in a net allotment of Performance Shares.
In order to enable control and create predictability over the maximum outcome per Participant and the costs of PSP 2024, the maximum value of the Performance Shares that can be allotted from each Performance Share Right is limited to 300 per cent of the volume-weighted average price paid for the
When assessing the final outcome of the Performance Share Rights, the Board of Directors shall consider whether the vesting level is reasonable in relation to the Company's financial results and position, significant changes in the Group, conditions on the stock market and otherwise and, if the Board of Directors deems that this is not the case, adjust the allotment to a level that the Board of Directors deems appropriate.
Participation in PSP 2024 requires that the participation can legally take place and that the participation, according to the Company's assessment, can take place with reasonable administrative costs and financial efforts. The Board of Directors shall be entitled to introduce an alternative incentive solution for employees in such countries where participation in PSP 2024 is not appropriate, whereby the alternative solution shall, as far as practically possible, correspond to the terms of PSP 2024.
B. Resolution on the transfer of own held shares of series B to participants in PSP 2024 (investment shares)
The Board of Directors proposes that the Annual General Meeting resolves that the transfer of own shares of series B in the Company may take place on the following terms.
a) A maximum of 20,475 class B shares in the Company may be transferred to the Participants.
b) The transfer of shares of series B in the Company to the Participants shall be made at a price corresponding to the volume-weighted average price for the Company's share on Nasdaq Stockholm (according to the price list on Nasdaq Stockholm) during the period from and including
c) The transfer of shares of series B in the Company to the Participants shall be carried out at the time specified in the terms and conditions of PSP 2024.
d) The right to purchase class B shares in the Company shall, with deviation from the shareholders' preferential rights, be granted to the Participants.
In total, a maximum of 20,475 class B shares in the Company can be transferred under PSP 2024. The number of own, previously repurchased class B shares in the Company's possession amounts to 855,300 as of
Transfers of class B shares in the Company constitute a part of achieving the proposed PSP 2024. The reason for deviating from the shareholder's preferential rights is that the Board of Directors considers it to be beneficial to the Company and the shareholders that the Participants are offered the opportunity to become shareholders in the Company.
C. Resolution on the transfer of own held shares of series B to participants in PSP 2024 (performance shares)
The Board of Directors proposes that the Annual General Meeting resolves that the transfer of own shares of series B in the Company may take place on the following terms.
a) A maximum of 102,375 class B shares in the Company may be transferred to the Participants.
b) The transfer of shares of series B in the Company to the Participants shall be made free of charge and carried out at the time specified in the terms and conditions of PSP 2024.
c) The right to purchase class B shares in the Company free of charge shall, with deviation from the shareholders' preferential rights, be granted to the Participants.
d) The number of Class B shares in the Company that may be transferred under PSP 2024 will be recalculated as a result of any bonus issue, split, rights issue and/or other similar corporate actions in the manner that the Board of Directors considers appropriate to obtain a satisfactory result.
In total, a maximum of 102,375 class B shares in the Company can be transferred under PSP 2024. The number of own, previously repurchased class B shares in the Company's possession amounts to 855,300 as of
Transfers of class B shares in the Company constitute a part of achieving the proposed PSP 2024. The reason for deviating from the shareholder's preferential rights is that the Board of Directors considers it to be beneficial to the Company and the shareholders that the Participants are offered the opportunity to become shareholders in the Company.
D. Resolution to enter into equity swap agreement with a third party
The Board of Directors proposes that the Annual General Meeting resolves that delivery of shares in PSP 2024 may be carried out by the Company entering into an equity swap agreement with a third party on market terms, whereby the third party in its own name may purchase and transfer shares to the Participants. The Board of Directors intends to use this option only if the proposal under item C. above is not approved.
Costs, dilution and effect on key performance indicators
The costs for PSP 2024, which are recognised in the income statement, are calculated in accordance with the accounting standard IFRS 2 and are accrued over the Vesting Period. The calculation has been based on the assumption of transfer of own shares to the Participants according to item C above, an estimated annual employee turnover of 10 per cent and a share price (closing price
The total cost for PSP 2024, over the entire programme period, given the above assumptions, is estimated according to IFRS 2 to amount to approximately
The expected annual costs of approximately
As the proposal does not involve issuance of new shares, PSP 2024 does not dilute the votes or share capital of existing shareholders. The impact on key performance indicators is only marginal.
Conditions
The Annual General Meeting's resolution on PSP 2024 under item A. above is conditional upon the Annual General Meeting resolving in accordance with the board of director's proposal under item B. above. Further, the Annual General Meeting's resolution in PSP 2024 under item A. above is conditional upon the Annual General Meeting resolving in accordance with the board of director's proposal under item C. or item D. above.
Preparations of the proposal
The proposal for PSP 2024 has been prepared by the Company's Remuneration Committee together with external advisors in consultation with major shareholders and decided by the Board of Directors. The Company's board members are not covered by PSP 2024.
Description of outstanding long-term incentive programmes
The Company's outstanding long-term incentive programme is described in detail in the annual report for 2023 in note 5 to the consolidated financial statements and is also described in the Company's remuneration report for 2023, where it is also stated how
Majority decision-making
A resolution by the general meeting in accordance with the Board of Directors' proposal under item A. above requires a majority of more than half of the votes cast at the meeting. A resolution by the general meeting in accordance with the Board of Directors' proposal under item B. and C. above requires that the resolution is supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting. A valid resolution in accordance with the Board of Directors' proposal under item D. above requires a majority of more than half of the votes cast at the meeting.
____________________________________
Shares and votes
The Company has issued a total of 50,906,189 shares, of which 564,073 are Class A shares and 50,342,116 are Class B shares, of which 855 300 are held by the Company. After deducting the shares held by the Company, the total number of votes amounts to 55,127,546. The above information pertains to the conditions at the time this official notification was issued.
Shareholders' right to request information
According to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, upon request from a shareholder and provided the Board determines that it is possible to do so without causing material damage to the Company, the Board and the President & CEO are required to provide information at the Meeting about any circumstances that could impact how an item on the agenda is addressed as well as any circumstances that could impact the assessment of the Company's financial situation. This disclosure obligation also encompasses the Company's relationships with other Group companies, the consolidated financial statements and any interactions with subsidiaries as described above.
Documents
Accounting documents and the Auditor's Report and complete proposals of the Board of Directors for resolutions under items 9b (including the
The Election Committee's proposals and reasoned statement are available at the Company's website from the date the official notification is published. All of the aforementioned documents will be presented at the Meeting.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
THE BOARD OF DIRECTORS
For further information, please contact:
Clein Ullenvik, President & CEO
Tel +46 8 712 00 00
ir@alligo.com
This information is such that
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