The shareholders in
Due to the COVID-19 pandemic, the Board has decided that the Annual General Meeting will be held without physical attendance by the shareholders, proxies or outside parties and that shareholders will only be able to exercise their voting rights by post ahead of the Meeting. Information regarding the resolutions passed at the Annual General Meeting will be published on
REGISTRATION AND NOTIFICATION
Shareholders who wish to participate in the Annual General Meeting through postal voting must:
- be recorded in the shareholders' register maintained by
Euroclear Sweden AB not later than Monday,3 May 2021 , and -
notify the Company's head office of their intention to participate in the Meeting by submitting their postal vote in accordance with the instructions under the heading "Postal voting" below not later than Monday,
10 May 2021 .
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee must, in addition to providing notification of their participation in the Annual General Meeting by submitting their postal vote, re-register the shares in their own name so that the shareholders are registered in the shareholders' register on the record date of Monday,
Personal data obtained from the shareholders' register maintained by
POSTAL VOTING
The Board of Directors has decided that the shareholders may exercise their voting rights only through postal voting, pursuant to Section 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. A special form is to be used for postal voting. The postal voting form is available from
Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, the postal vote will be rendered invalid. Further instructions and conditions can be found on the postal voting form and at www.momentum.group.
POWER OF ATTORNEY
If the shareholder wishes to cast their postal vote through a proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the form. The power of attorney form is available from
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 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. Requests for such information are to be submitted to the Company not later than ten days prior to the Annual General Meeting, that is, not later than
PROPOSED AGENDA
1. Opening of the Meeting.
2. Election of the Chairman to preside over the Meeting.
3. Election of one or two persons to approve the minutes to be taken at the Meeting along with the Chairman.
4. Compilation and approval of
5. Approval of the agenda proposed by the Board of Directors for the Meeting.
6. Determination of whether or not the Meeting has been duly convened.
7. 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.
8. Resolution regarding the adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet,
9. Resolution regarding the Board of Directors' remuneration report for 2020.
10. Resolution regarding the appropriation of the Company's profit according to the duly adopted balance sheet.
11. Resolution regarding the discharge from liability for the Board of Directors and the President & CEO.
12. Determination of the number of Directors.
13. Adoption of fees to the Board of Directors and the auditors.
14. Election of Directors and Chairman of the Board of Directors.
15. Election of registered accounting firm.
16. Election of members and Chairman of the Election Committee.
17. Resolution regarding the authorisation for the Board of Directors to decide on the acquisition and conveyance of treasury shares.
18. Resolution regarding the authorisation for the Board of Directors to resolve to issue new shares up to 10 percent of the number of shares to use as payment for acquisitions.
19. Other matters.
20. Closing of the Meeting.
PROPOSALS BY THE ELECTION COMMITTEE FOR RESOLUTIONS REGARDING ITEMS 2 AND 12-15 IN ACCORDANCE WITH THE ABOVE
The Annual General Meeting on
The Election Committee, whose members represent approximately 71 percent of the total number of votes, has announced that it will propose that the Annual General Meeting to be held on
Item 2 Election of the Chairman to preside over the Meeting.
Chairman of the Board Johan Sjö, or in the event that he is unable to participate, that an individual appointed by the Election Committee does so in his stead.
Item 12 Determination of the number of Directors.
Six regular Directors.
Item 13 Adoption of fees to the Board of Directors and the auditors.
For the 2020 financial year, directors' fees were paid in an amount
After the acquisition of
In addition, a special fee of
The total fees to the Board of Directors in the 2020 financial year thus amounted to
From 2021, all Directors elected by the Annual General Meeting are included not only in the Board of the Parent Company but also in the separate subsidiary Board of Directors that handles integration issues in the Group's business area Tools, Consumables, Workwear & Protective Equipment.
The Election Committee proposes unchanged total directors' fees of
The Election Committee's proposal therefore entails that the total directors' fees would remain unchanged compared with the preceding year, but that the individual fees to the Directors would change compared with the preceding year.
Audit fees are, as in previous years, to be paid in accordance to approved invoices.
Item 14 Election of Directors and Chairman of the Board of Directors.
Re-election of current Directors
Re-election of Johan Sjö as Chairman of the Board.
A presentation of all individuals proposed for re-election as Directors is available at the Company's website, www.momentum.group.
Item 15 Election of registered accounting firm.
Re-election of the registered accounting firm
PROPOSAL BY MAJOR SHAREHOLDERS FOR RESOLUTION REGARDING ITEM 16 IN ACCORDANCE WITH THE ABOVE
Item 16 Election of members and Chairman of the Election Committee.
PROPOSALS BY THE BOARD OF DIRECTORS FOR RESOLUTIONS REGARDING ITEMS 3-4, 9-10 AND 17-18 IN ACCORDANCE WITH THE ABOVE
Item 3 Election of one or two persons to approve the minutes to be taken at the Meeting along with the Chairman.
The Board of Directors proposes that
Item 4 Compilation and approval of
The Board of Directors proposes that the Annual General Meeting resolve to approve the Board's remuneration report for the remuneration paid in 2020 in accordance with Chapter 8, Section 53a of the Swedish Companies Act.
Item 10 Resolution regarding the appropriation of the Company's profit according to the duly adopted balance sheet.
The Board proposes that the Company's profit be disposed of so that MSEK 75.6 is distributed to the shareholders and the remaining MSEK 1,880 of the Company's profit is brought forward.
This means the Board proposes that
If the Annual General Meeting adopts the proposal, dividends are expected to be disbursed through
Item 17 Resolution regarding the authorisation for the Board of Directors to decide on the acquisition and conveyance of treasury shares.
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board, prior to 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 percent 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 obligations under the share-based incentive programmes adopted at the Extraordinary General Meeting of Shareholders in
A resolution on the Board's proposal in accordance with Item 17 requires the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the Annual General Meeting.
Item 18 Resolution regarding the authorisation for the Board of Directors to resolve to issue new shares up to 10 percent 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 percent, 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 grounds 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 18 requires the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the Annual General Meeting.
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SHARES AND VOTES
The Company has issued a total of 50,906,189 shares, of which 1,062,436 are Class A shares and 49,843,753 are Class B shares, of which 486,000 are held in treasury by the Company. After deducting the shares held by the Company, the total number of votes amounts to 59,482,113. The above information pertains to the conditions at the time this official notification was issued.
DOCUMENTS
Accounting documents and the Auditor's Report and complete proposals of the Board of Directors for resolutions under items 9, 10 (including the auditor's statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act regarding the application of the guidelines for remuneration of senior management as resolved by the Annual General Meeting), 17 (including the statement from the Board of Directors in accordance with Chapter 19, Section 22 of the Swedish Companies Act) as well as 18 on the agenda will be available from the Company and at the Company's website not later than three weeks prior to the Annual General Meeting and will be sent to shareholders who so request and who provide their postal address. The Election Committee's proposals for the Board of Directors 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.
BOARD OF DIRECTORS
For further information, please contact:
This information is such that
This document is in all respect a translation of the Swedish original Notice for the Annual General Meeting of Shareholders in
https://news.cision.com/momentum-group-ab--publ-/r/notice-for-the-annual-general-meeting-of-shareholders-in-momentum-group-ab--publ--on-11-may-2021,c3319756
https://mb.cision.com/Main/18955/3319756/1397191.pdf
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