- Registration will not start until
- No food or beverages will be served.
- There will be no display of products.
- In order to keep the duration of the Meeting at a minimum, the CEO speech will be substantially shortened. Speech by the CEO will be made available on
- The presence of Board members and management will be limited. In case the Chairman of the Board and the CEO are not able to attend in person they will participate via telephone or video link.
- The number of staff will be limited and external guests will not be invited.
Due to instructions from Swedish authorities, shareholders are encouraged to consider the possibility to appoint a proxy holder to vote on their behalf instead of being physically present at the Meeting. Shareholders who are individuals can appoint a proxy holder and give instructions on how to vote through Euroclear. For more information on that possibility, offered free of charge by Euroclear, see www.euroclearproxy.se.
There is a proposal for a temporary change of law that would enable
See the full Notice to the Annual General Meeting below, or visit www.assaabloy.com.
For more information, please contact:
Erik Pieder, CFO and Executive Vice President, tel. no: +46 8 506 485 72
Björn Tibell, Head of Investor Relations, tel. no: +46 70 275 67 68
Notice of Annual General Meeting in
The shareholders of
Notice of Attendance
Shareholders who wish to attend the Annual General Meeting must:
· be recorded in the share register kept by
· notify
When giving notice of attendance, please state name, personal or corporate identification number, address, telephone number and names of any assistants attending. An entrance card, to be shown at the registration for the Annual General Meeting, will be sent as confirmation of the notice of attendance.
Nominee registered shares
Shareholders whose shares are nominee registered must, in addition to giving notice of attendance, request that their shares be temporarily registered in their own name in the share register (so called voting right registration) in order to have the right to attend the Annual General Meeting. In order for such registration to be effected by Thursday
Proxy
If participation is by proxy, the proxy should be submitted in connection with the notice of attendance and the proxy must be presented in original at the latest at the Annual General Meeting. Proxy form is available on the company's website assaabloy.com.
Processing of personal data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Agenda
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to approve the Annual General Meeting minutes.
6. Determination of whether the Annual General Meeting has been duly convened.
7. Speech by the President and CEO, Mr.
8. Presentation of:
a) the Annual Report and the Audit Report as well as the Consolidated Accounts and the Audit Report for the Group,
b) the Auditor's statement regarding whether the guidelines for remuneration to senior executives adopted on the previous Annual General Meeting have been complied with, and
c) the Board of Directors proposal regarding distribution of profits and motivated statement.
9. Resolutions regarding:
a) adoption of the Statement of Income and the Balance Sheet as well as the Consolidated Statement of Income and the Consolidated Balance Sheet,
b) dispositions of the company's profit according to the adopted Balance Sheet, and
c) discharge from liability of the members of the Board of Directors and the CEO.
10. Determination of the number of members of the Board of Directors.
11. Determination of:
a) fees to the Board of Directors,
b) fees to the Auditor.
12. Election of:
a) the Board of Directors, Chairman of the Board of Directors and Vice Chairman of the Board of Directors,
b) the Auditor.
13. Resolution regarding guidelines for remuneration to senior executives.
14. Resolution regarding authorization to repurchase and transfer Series B shares in the company.
15. Resolution regarding long-term incentive program.
16. Resolution regarding change of the Articles of Association.
17. Closing of the Annual General Meeting.
Item 2 - Election of Chairman of the Annual General Meeting
The Nomination Committee, appointed in accordance with the instructions for the Nomination Committee adopted by the Annual General Meeting 2018 and consisting of Chairman
The Board of Directors proposes a dividend of
The Board of Directors has presented a motivated statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, the statement is available at the company and on the company's website assaabloy.com.
Items 10-12 - Determination of the number of members of the Board of Directors, determination of fees to the Board of Directors and the Auditor as well as election of the Board of Directors, Chairman of the Board of Directors, Vice Chairman of the Board of Directors and the Auditor
The Nomination Committee proposes that the Annual General Meeting resolves as follows.
- The number of members of the Board of Directors shall be eight.
- Fees to the Board of Directors shall be unchanged and amount to a total of
- Fees to the Auditor according to contract.
- Re-election of
- Election of Joakim Weidemanis as new member of the Board of Directors.
- Re-election of
- Election of the registered audit firm
Joakim Weidemanis holds a Master of Science in Economics and Business. He is Executive Vice President and Corporate Officer of
More detailed information regarding the proposed members of the Board of Directors can be found in the Nomination Committee's proposal which is available at the company's website assaabloy.com.
Item 13 - Resolution regarding guidelines for remuneration to senior executives
Scope
The Board of Directors proposes that the Annual General Meeting adopts the following guidelines for the remuneration and other employment conditions of the President and CEO and other members of the
These guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2020. These guidelines do not apply to any remuneration decided or approved by the General Meeting.
Employment conditions of a member of the Executive Team that is employed or resident outside
Promotion of
One of the strategies for value creation followed by
Types of remuneration
The total yearly remuneration to the members of the Executive Team shall be on market conditions and be competitive and also reflect each member of the Executive Team's responsibility and performance. The total yearly remuneration shall consist of fixed base salary, variable cash remuneration, pension benefits and other benefits (which are specified below excluding social security costs). Additionally, the General Meeting may - and irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.
The variable cash remuneration shall be linked to predetermined and measurable targets, which are further described below, and may amount to not more than 75 percent of the yearly base salary.
The members of the Executive Team shall be covered by defined contribution pension plans, for which pension premiums are based on each member's yearly base salary and is paid by
Other benefits, such as company car, life insurance, extra health insurance or occupational healthcare, should be payable to the extent this is considered to be in line with market conditions in the market concerned for each member of the Executive Team. Premiums and other costs relating to such benefits may totally amount to not more than 10 percent of the yearly base salary. Furthermore, housing allowance benefit may be added in line with
Criteria for awarding variable cash remuneration
The variable cash remuneration shall be linked to predetermined and measurable financial targets, such as earnings per share (EPS), earnings before interest and taxes (EBIT), cash flow and organic growth and can also be linked to strategical and/or functional targets individually adjusted on the basis of responsibility and function. These targets shall be designed so as to contribute to
The Remuneration Committee shall for the Board of Directors prepare, monitor and evaluate matters regarding variable cash remuneration to the Executive Team. Ahead of each yearly measurement period for the criteria for awarding variable cash remuneration the Board of Directors shall, based on the work of the Remuneration Committee, establish which criteria that are deemed to be relevant for the upcoming measurement period. To which extent the criteria for awarding variable cash remuneration has been satisfied shall be determined when the measurement period has ended. Evaluations regarding fulfilment of financial targets shall be based on determined financial basis for the relevant period.
Variable cash remuneration can be paid after the measurement period has ended or be subject to deferred payment. Paid variable cash remuneration can be claimed back when such right follows from general principles of law.
Duration of employment and termination of employment
The members of the Executive Team shall be employed until further notice. If notice of termination is made by
A member of the Executive Team may, for such time when the member is not entitled to severance pay, be compensated for non-compete undertakings. Such compensation shall amount to not more than 60 percent of the monthly base salary at the time of the termination and shall only be paid as long as the non-compete undertaking is applicable, at longest a period of 12 months.
Remuneration and employment conditions for employees
In the preparation of the Board of Directors' proposal for these remuneration guidelines, remuneration and employment conditions for employees of
The decision-making process to determine, review and implement the guidelines
The Remuneration Committee's tasks include preparing the Board of Directors' decision to propose guidelines for remuneration to the Executive Team. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. 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 to the Executive Team, the application of the guidelines for remuneration to the Executive Team as well as the applicable remuneration structures and remuneration levels in
Deviation from the guidelines
The Board of Directors may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve
Transitional provisions applicable for the Annual General Meeting 2020
The total expensed remuneration of the Executive Team, including previous commitments not yet due for payment is reported in the Annual Report 2019 in Note 34.
Item 14 - Resolution regarding authorization to repurchase and transfer Series B shares in the company
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to pass a resolution, on one or more occasions for the period up until the next Annual General Meeting, on repurchasing Series B shares in the company in accordance with the following.
- The repurchase may as a maximum comprise so many Series B shares that the company after each repurchase holds a maximum of 10 percent of the total number of shares in the company.
- The repurchase of Series B shares shall take place on Nasdaq Stockholm.
- The repurchase of Series B shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price.
- Payment of the Series B shares shall be made in cash.
Furthermore, the Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to pass a resolution, on one or more occasions for the period up until the next Annual General Meeting, on transferring Series B shares in the company in accordance with the following.
- The maximum number of Series B shares to be transferred may not exceed the number of shares held by the company at the time of the Board of Directors resolution.
- Transfers of Series B shares shall take place:
i. on Nasdaq Stockholm, or
ii. in connection with acquisition of companies or businesses, on market terms.
- Transfers of Series B shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price.
- The authorization includes the right to resolve on deviation of the preferential rights of shareholders and that payment may be made in other forms than cash.
The purpose of the authorizations is to make possible the ability for the Board of Directors to continuously adapt the company's capital structure and thereby contribute to increased shareholder value, to be able to exploit attractive acquisition opportunities by fully or partly financing future acquisitions with the company's own shares, and to ensure the company's undertakings, including social security costs, in accordance with the Board of Directors' proposal for a long-term incentive program under Item 15.
The Board of Directors has presented a motivated statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act, the statement is available at the company and on the company's website assaabloy.com.
The proposal in this Item 14 requires an approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting to be valid.
Item 15 - Resolution regarding proposal of long-term incentive program
Summary of the program
The Board of Directors proposes that the Annual General Meeting resolves to implement a new long-term incentive program for senior executives and key employees within the
LTI 2020 is proposed to include a maximum of 115 senior executives and key employees within the
The rationale for the proposal
The purpose of LTI 2020 is to strengthen the
Personal investment
In order to participate in LTI 2020, the participants will have to invest in Series B shares in
For employees who have not participated in previous LTI programs, the participation in LTI 2020 is in addition subject to renunciation of customary salary review for the year 2020.
Participants in LTI 2020 and allocation
LTI 2020 is proposed to include a maximum of 115 senior executives and key employees within the
For each Series B share the CEO of the Group purchases under LTI 2020, the company will grant six performance awards. For each Series B share that other senior executives (currently nine individuals) purchase under LTI 2020, each such individual will be awarded five performance awards. For each Series B share that other participants (approximately 105 individuals) purchase under LTI 2020, each such individual will be awarded four performance awards.
Performance condition
The number of performance awards that gives right to receive Series B shares in the company depends on the annual development of
The outcome for each year is measured linearly. Unless the minimum level is achieved for the year, none of the relevant performance awards will give right to Series B shares, and if the maximum level is achieved each performance award linked to the relevant year will give right to one Series B share. The Board of Directors intends to present the fulfilment of the performance based condition in the Annual Report for the financial year 2022.
Other conditions
In addition to the above conditions, the following shall apply for the performance awards.
- The performance awards shall be granted free of charge after the 2020 Annual General Meeting.
- Each performance award entitles the holder to receive one Series B share free of charge three years after allotment of the award (vesting period), provided that the holder, with some exceptions, at the time of the release of the interim report for the first quarter 2023 still is employed by the
- To make the participants' interest equal with the shareholders' the company will compensate the participants for distributed dividend during the vesting period by increasing the number of Series B shares that each performance award gives right to after the vesting period.
- The performance awards are non-transferable and may not be pledged.
- The performance awards can be granted by the company or by any other company within the Group.
Preparation and administration
The Board of Directors shall be responsible for preparing the detailed terms and conditions of LTI 2020, in accordance with the mentioned terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board of Directors may also make other adjustments if significant changes in the
In the event that the Board of Directors considers that the delivery of Series B shares under LTI 2020 cannot be achieved at reasonable cost, with reasonable administrative efforts or due to specific market conditions, participants may instead be offered a cash settlement.
Scope and cost of the program
LTI 2020 may, if the share price for the company's Series B share remains the same during the program's term, result in a maximum amount corresponding to 90 percent (CEO), 75 percent (other senior executives) or 40 percent (other participants), respectively, of the participants annual base salary (excluding social security costs). Such outcome is subject to a maximum personal investment, meaning that the participant must purchase Series B shares in the company for an amount corresponding to 15 percent (CEO and other senior executives) or 10 percent (other participants), respectively, of the participants annual base salary, maintain the initially purchased shares, that the performance based condition has been fully achieved and that the participant, with some exceptions, still is employed during the vesting period.
The total amount of Series B shares, which corresponds to the participant's total maximum personal investment, and thus the total amount of performance awards being allotted, depends on the share price for the company's Series B share at the time of allotment of performance awards under LTI 2020. The total number of outstanding shares in the company amount to 1,112,576,334 shares.
Provided that the share price for the company's Series B share is traded at around
LTI 2020 shall be expensed as personnel costs over the vesting period. Provided that the performance based condition is fully achieved, the cost for LTI 2020 before tax is, in accordance with the principles and assumptions set out above, estimated to approximately
The costs are expected to have marginal effect on key ratios of the
The Board of Directors deems that the positive effects on earnings that are expected to result from increased share ownership among senior executives and persons in senior managerial positions, which may be further increased through LTI 2020, outweighs the costs related to LTI 2020.
Information about LTI 2017, LTI 2018 and LTI 2019 can be found in the Annual Report 2019, Note 34.
Delivery of shares under LTI 2020
To ensure the delivery of Series B shares under LTI 2020, the company intends to enter into an agreement with a third party, under which the third party shall, in its own name, buy and transfer Series B shares in the company to the participants in accordance with LTI 2020.
Preparation of the proposal
LTI 2020 has been initiated by the Board of Directors of
Item 16 - Resolution regarding change of the Articles of Association
Due to previous and expected legislative amendments, the Board of Directors proposes that the Annual General Meeting resolves on formal changes to the Articles of Association as follows.
- That, although it is proposed that the formal Swedish version of § 1 of the Articles of Association shall be changed, § 1 of the English translation corresponds to the new Swedish version, why it shall continue to read as follows.
"The business name of the company is
- That § 10 first paragraph of the Articles of Association change as follows.
"Shareholders wishing to attend the proceedings at a General Meeting must be registered in a transcription or other presentation of the entire share register as per the record date for the General Meeting, which is established in accordance with the Swedish Companies Act, and must notify the company no later than the day stated in the notice of the General Meeting. The last mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer's Eve,
- That, although it is proposed that the formal Swedish version of § 12 fourth item of the Articles of Association shall be changed, § 12 fourth item of the English translation still corresponds to the new Swedish version, why it shall continue to read as follows.
"Election of one or two persons to check and sign the minutes together with the Chairman;"
- That § 13 second paragraph first sentence of the Articles of Association change as follows.
"As soon as the relevant
- That § 14 of the Articles of Association change as follows.
"The shares of the company shall be registered in a CSD register in accordance with the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479)."
The Board of Directors proposes that the CEO be authorized to make such minor amendments of the proposal as may be required in connection with the registration with the Swedish Companies Registration Office.
The proposal in this Item 16 requires an approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting to be valid.
Shares and votes
The total number of shares in the company at the time for the notice to the Annual General Meeting amount to 1,112,576,334 shares, of which 57,525,969 are Series A shares and 1,055,050,365 Series B shares, which is equivalent to a total of 1,630,310,055 votes.
Shareholders' right to request information
The shareholders are reminded of their right to request information from the Board of Directors and the CEO at the Annual General Meeting in respect of circumstances which may affect the assessment of a matter on the agenda, the company's or subsidiaries' financial position, the company's relationship to other group companies and the group accounts.
Additional information
The Annual Report and the Audit Report and the other documents concerning Items 8-16 above will be available at the company and on the company's website assaabloy.com (http://www.assaabloy.com) at the latest on
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The Board of Directors
[1] Earnings per share is defined as the company's earnings per share after tax and dilution, excluding items affecting comparability and currency effects.
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