BERGMAN & BEVING AB Shareholders in
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the proceedings of the Annual General Meeting must:
a) be recorded in the shareholders’ register maintained by
b) by Friday,
Personal data collected from the shareholders’ register kept by
To exercise their voting rights at the Meeting, shareholders whose shares are registered in the name of a trustee must temporarily re-register their shares in their own names. Such re-registration must be completed not later than Friday,
In the case of participation by proxy authorised by a power of attorney, an original copy of a written power of attorney signed and dated by the shareholder and other relevant authorisation documents are to be presented prior to the start of the Meeting. When notifying the Company of their participation, representatives of legal entities must also submit a certified copy of the entity’s certificate of incorporation or corresponding authorisation documents showing that they are authorised to represent the legal entity.
The Company will provide shareholders with a power of attorney form with voting instructions, which will be available from the Company’s head office or online at www.bergmanbeving.com not later than Thursday,
PROPOSED AGENDA
1. Opening of the Meeting.
2. Election of the Chairman to preside over the Meeting.
3. Compilation and approval of electoral register.
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 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 Report 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. Resolutions
a) concerning the adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet,
b) concerning the appropriation of the Company’s profit or loss as shown in the balance sheet adopted by the Meeting,
c) concerning the discharge of the directors and the President & CEO from personal liability for their administration.
10. Report on the work of the Election Committee.
11. Determining the number of directors.
12. Adoption of fees to the Board and auditors.
13. Election of directors and Chairman of the Board.
14. Election of auditor.
15. Resolution on approval of remuneration report.
16. Resolution regarding the authorisation of the Board to decide on the acquisition and conveyance of treasury shares.
17. Resolution on the issuance of call options on repurchased shares and the transfer of repurchased shares to executives (“2023 Share-based incentive programme”).
18. Resolution on amendment of Articles of association.
19. Closing of the Meeting.
PROPOSAL BY THE ELECTION COMMITTEE FOR RESOLUTION ON ITEMS 2 AND 11–14 IN ACCORDANCE WITH THE ABOVE
On
The Election Committee, whose members represent approximately 45 percent of the total number of votes, has announced that it will propose that the Annual General Meeting on
Item 2 Election of the Chairman to preside over the Meeting
The Election Committee proposes Chairman of the Board
Item 11 Determining the number of directors
The Election Committee proposes that the Board shall consist of six regular directors.
Item 12 Adoption of fees to the Board and auditors
The Election Committee proposes that the total directors’ fees of
Chairman of the Board:
Other members of the Board:
The following additional fees will be paid for committee work:
Compensation Committee:
Audit Committee:
Provided that the necessary tax prerequisites for invoicing exist and that doing so would not entail a cost for
Auditors’ fees are, as in previous years, to be paid in return for approved invoices.
Item 13 Election of directors and Chairman of the Board
The Election Committee proposes re-election of directors
The Election Committee proposes re-election of
A presentation of the current members of the Board is available from the Company’s website www.bergmanbeving.com.
Item 14 Election of auditor
The Election Committee proposes the election of the registered accounting firm
PROPOSAL BY THE BOARD OF DIRECTORS FOR RESOLUTION ON ITEMS 9b AND 15–18 IN ACCORDANCE WITH THE ABOVE
Item 9b Resolution concerning the appropriation of the Company’s profit or loss as shown in the balance sheet adopted by the Meeting
The Board proposes that the Company’s profits be disposed of so that MSEK 96 (90) is distributed to the shareholders and the remaining MSEK 905 (945) of the Company’s profits be brought forward. This means that the Board proposes to shareholders the distribution of
Item 15 Resolution on approval of remuneration report
The Board proposes that the Annual General Meeting resolves to approve the Board’s report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Item 16 Resolution regarding the authorisation of the Board to decide on the acquisition and conveyance of treasury shares
The Board proposes that the Annual General Meeting resolve 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 stock exchange rules at a price that is within the registered price range at any given time, meaning the range between the highest purchase price and the lowest selling price. Acquisitions are to be paid for in cash and may be carried out on one or more occasions.
The Board also proposes that the Annual General Meeting authorise 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 may also be used to secure the Company’s obligations under the proposed share-based incentive programme and previous incentive programmes.
In accordance with the above, a resolution on the Board’s proposal requires the support of shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the Meeting.
Item 17 Resolution on the issuance of call options on repurchased shares and the conveyance of repurchased shares to executives (“2023 Share-based incentive programme”).
The Board proposes that the Annual General Meeting resolve to adopt a long-term incentive programme, 2023 Share-based incentive programme (the “Programme”). The Programme, which is proposed to include a total of approximately 25 executives in the
The Board’s proposal also entails the Annual General Meeting approving that the Company, in deviation from the shareholders’ preferential rights, transfers up to 250,000 of the Company’s repurchased Class B shares to option holders at the established redemption price in connection with any exercise of call options (subject to any recalculations). Finally, the Board’s proposal means the Annual General Meeting approves that Class B shares acquired by the Company in line with earlier authorisation can also be conveyed to guarantee the supply of shares in accordance with the proposed Programme.
The Company currently holds a total of 798,343 Class B shares in the Company.
The proposal was prepared by the Company’s Compensation Committee in consultation with the Company’s Board.
The decision to propose the Programme to the Annual General Meeting was taken by the Board. The Company’s directors are not covered by the Programme.
The Programme has the following key conditions:
a) The number of call options issued should not exceed 250,000, corresponding to approximately 0.9 percent of the total number of shares and approximately 0.7 percent of the total number of votes in the Company (including Class B shares owned by the Company). Each call option entitles its holder to acquire one (1) repurchased Class B share in the Company during the period starting
b) The acquisition price of shares when exercising call options is to correspond to 120 percent of the volume-weighted average price for the Company’s Class B shares on the Nasdaq Stockholm exchange during the period from
c) The right to acquire call options shall apply to Group management and another approximately 20 executives of the
d) If an individual entitled to receive an allotment refrains, in whole or in part, from acquiring the offered call options then such unacquired call options will be distributed pro rata between the individuals entitled to receive call options who have presented a written application stating that they are interested in acquiring additional call options.
e) The Board is to decide on the final distribution in accordance with the principles presented in Items c) and d) above.
f) A notification to acquire call options must be made not later than
g) The premium for call options shall correspond to the market value of the call options using an external independent assessment in accordance with the Black & Scholes model. The measurement period for the assessment of the option premium is to be based on the volume-weighted average price for the Company’s Class B shares on the Nasdaq Stockholm exchange during the period from
h) Based on a price for the Company’s share of
i) Issuing call options to employees outside of
j) Call options are freely transferable taking into account pre-emption agreements with the Company. Pre-emption of call options shall be at market value. The Company is entitled to repurchase issued call options.
k) The number of shares that the call options entitle holders to acquire, and the redemption price, may be recalculated due to stock dividends, the consolidation or split of shares, new share issues or a reduction in share capital or similar measures. The time for the conveyance of shares may be brought forward due to a merger or similar measures.
l) To encourage participation in the Programme, a subsidy in the form of a cash gross salary will be made to the holder of the option corresponding to the paid premium for each call option. The subsidy will be paid in
m) The Company has a right to repurchase the call options from the holder if the option holder does not wish to use all acquired call options and reports this to the Company during the redemption period. Acquisitions of options shall be at a price that at any given time corresponds to the highest market value. Repurchases of call options cannot, however, take place during such periods when trading in shares in the Company is prohibited by Regulation (EU) No 596/2014 of the
n) Within the framework of the conditions and guidelines stated above, the Board is responsible for preparing and managing the details of the Programme.
o) The complete terms and conditions for the options are presented in an appendix on the Company’s website at www.bergmanbeving.com
The costs of the Programme mainly comprise the subsidy to be paid in
The grounds for deviating from the shareholders’ preferential rights and the Board’s motives for implementing the Programme are that executives of the
The Company already has three share-based incentive programmes: “2020 Share-based incentive programme,” “2021 Share-based incentive programme” and “2022 Share-based incentive programme”.
As part of the 2020 programme, approximately 20 executives acquired a total of 244,000 call options, which entitle the holders to acquire an equal number of Class B shares in the Company. The redemption price for these call options is set at
As part of the 2021 programme, approximately 20 executives acquired a total of 178,000 call options, which entitle the holders to acquire an equal number of Class B shares in the Company. The redemption price for these call options is set at
As part of the 2022 programme, approximately 20 executives acquired a total of 210,000 call options, which entitle the holders to acquire an equal number of Class B shares in the Company. The redemption price for these call options is set at
The resolution at the General Meeting of Shareholders as proposed by the Board above is only valid if it is supported by shareholders representing at least nine-tenths (9/10) of the votes cast and the shares represented at the Meeting.
Item 18 Resolution on amendment of Articles of association
In the current articles of association, the Company may issue three classes, designated class A, class B and class C. Class A and class B are issued in the Company. Since the Company does not have any shares in class C and not intends to issue any class C, the Board proposal to change the Articles of association as below suggestion, so only shares class A and class B may be issue. The change does not give any restrictions of rights or terms for current shareholders of the Company and issued shares.
| Current wording § 6 The Company’s shares may be issued in three classes, designated class A, class B and class C. Class A shares may be issued in a maximum number equivalent to 25 percent of the total number of shares outstanding in the Company; class B shares may be issued in a maximum number equivalent to 100 percent of the total number of shares outstanding in the Company; and class C shares may be issued in a maximum number equivalent to 10 percent of the total number of shares outstanding in the Company. Each class A share entitles its holder to ten (10) votes at the General Meeting of Shareholders. Each class B and C share entitles its holder to one (1) vote at the General Meeting of Shareholders. All class A and B shares entitle their holders to the same proportion of the Company’s assets and earnings. Class C shares do not entitle their holders to dividends. In the event of liquidation of the Company, class C shares entitle their holders to the same proportion of the Company’s assets as all other shares, but not in an amount higher than that of the quotient value of the share, plus a per diem interest rate factor of 30 days STIBOR plus 0.5 percentage points from the day of subscription payment. Where the Company decides to issue new class A, class B and class C shares in a cash issue or set-off issue, holders of class A, class B and class C shares shall have preferential right to subscribe for new shares of the different classes in proportion to the number of shares the holder previously owns of the same class (primary preferential right). Shares not subscribed for using primary preferential right, shall be offered to all shareholders for subscription (subsidiary preferential right). Where the shares thus offered are not sufficient for subscription by subsidiary preferential right, shares shall be distributed among the subscribers in proportion to the number of shares previously held, and to the extent that this is not possible, by drawing lots. Where the Company decides to issue only class A or class B or class C shares in a cash issue or set-off issue, all shareholders, regardless of whether their shares are of class A, class B or class C, shall have preferential right to subscribe for new shares in proportion to the number of shares the holder previously owns. Where the Company decides to issue warrants or convertibles through a cash issue, or through a set-off issue, the shareholders shall have preferential rights to subscribe for warrants as if the issue were for the shares that may be newly subscribed for due to the option right, or the preferential right to subscribe for convertibles as if the issue was for the shares that the convertibles may become converted into, respectively. What has been said above shall not constitute any restriction on the possibility of deciding on a cash issue or set-off issue with a departure from the preferential rights of shareholders. Where the share capital is increased by means of a stock dividend, new class A and class B shares shall be issued in proportion to the number of shares of these respective classes already outstanding. Old shares of a certain class shall then entitle the holder to new shares of the same class. Class C shares do not entitle their holders to participate in stock dividends. The aforementioned shall not constitute any restriction on the possibility of issuing shares of a new class, after due amendment of the Articles of Association. Decrease of the share capital, but not below the minimum share capital, may be effected by order of holders of class C shares, or after a resolution by the Company’s Board of Directors, or by a General Meeting of Shareholders, through redemption of class C shares. Shareholders’ requests shall be made in writing to the Company’s Board of Directors and the Board of Directors shall deal with the matter in an expeditious manner. Any decision on decrease of the share capital shall refer to all class C shares. When the decision to decrease the share capital is made, an amount equivalent to the decrease amount shall be allocated to the legal reserve provided sufficient funds for such allocation are available for distribution. The redemption amount per class C share shall be the quotient value of the share, plus a per diem interest rate factor of 30 days STIBOR plus 0.5 percentage points from the day of subscription payment. Owners of shares reported for redemption shall, immediately after having been notified of the redemption resolution, be obligated to accept redemption for the share or, where the approval of the court is required for decrease, after having been duly notified of the registration of the decision of the court having gained legal force. |
| New wording § 6 The Company’s shares may be issued in two classes, designated class A and class B. Class A shares may be issued in a maximum number equivalent to 25 percent of the total number of shares outstanding in the Company and class B shares may be issued in a maximum number equivalent to 100 percent of the total number of shares outstanding in the Company. Each class A share entitles its holder to ten (10) votes at the General Meeting of Shareholders. Each class B share entitles its holder to one (1) vote at the General Meeting of Shareholders. All class A and B shares entitle their holders to the same proportion of the Company’s assets and earnings. Where the Company decides to issue new class A and class B shares in a cash issue or set-off issue, holders of class A and class B shares shall have preferential right to subscribe for new shares of the different classes in proportion to the number of shares the holder previously owns of the same class (primary preferential right). Shares not subscribed for using primary preferential right, shall be offered to all shareholders for subscription (subsidiary preferential right). Where the shares thus offered are not sufficient for subscription by subsidiary preferential right, shares shall be distributed among the subscribers in proportion to the number of shares previously held, and to the extent that this is not possible, by drawing lots. Where the Company decides to issue only class A or class B shares in a cash issue or set-off issue, all shareholders, regardless of whether their shares are of class A or class B, shall have preferential right to subscribe for new shares in proportion to the number of shares the holder previously owns. Where the Company decides to issue warrants or convertibles through a cash issue, or through a set-off issue, the shareholders shall have preferential rights to subscribe for warrants as if the issue were for the shares that may be newly subscribed for due to the option right, or the preferential right to subscribe for convertibles as if the issue was for the shares that the convertibles may become converted into, respectively. What has been said above shall not constitute any restriction on the possibility of deciding on a cash issue or set-off issue with a departure from the preferential rights of shareholders.Where the share capital is increased by means of a stock dividend, new class A and class B shares shall be issued in proportion to the number of shares of these respective classes already outstanding. Old shares of a certain class shall then entitle the holder to new shares of the same class. The aforementioned shall not constitute any restriction on the possibility of issuing shares of a new class, after due amendment of the Articles of Association. |
Further, to be able to use the alternative that the Swedish Companies Act gives, the Board propose a new § 14, as below wording, introduced in the Article of association to be able to decide proxies and voting rights by post. Current § 14 will be § 15.
§ 14
The Board of Directors may solicit proxies at the Company’s expense in accordance with the procedure set out in Chapter 7, Section 4, Paragraph 2 in the Swedish Companies Act.
Before a General Meeting, the Board of Directors may decide that the shareholders shall be able to exercise their voting rights by post in advance of the General Meeting in accordance with the procedure set out in Chapter 7, Section 4 a in the Swedish Companies Act.
The new full Articles of association, proposed by the Board will be available at the Company’s website: www.bergmanbeving.com
The Board proposes that Annual General Meeting resolves to approve CEO to do minor adjustments necessary for legal registration at Bolagsverket.
The resolution at the General Meeting of Shareholders as proposed by the Board above is only valid if it is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the Meeting.
SHARES AND VOTES
The Company has issued a total of 27,436,416 shares, of which 1,062,436 are Class A shares and 26,373,980 are Class B shares, of which 798,343 are held in treasury by the Company. After deducting the shares held by the Company, the total number of votes amounts to 36,199,997. The above information pertains to the conditions at the time this notice was issued.
SHAREHOLDER’S 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 CEO are required to provide information about any circumstances that could impact the manner in which 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
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