The shareholders of
The Board of Directors has decided that the shareholders will be able to exercise their voting rights at the Annual General Meeting also in advance (postal voting) in accordance with the provisions of the Articles of Association, see below under "Advance Voting (Postal Voting)" for further information.
Participation
A) Shareholders who wish to participate in the Annual General Meeting in person or by proxy
must be recorded as a shareholder in the share register prepared by
must give notice of participation to the company on the company's website, www.boliden.com, by telephone +46 8 32 94 29 or by regular mail to
B) Shareholders who wish to participate in the Annual General Meeting by postal voting
must be recorded as a shareholder in the share register prepared by
must give notice of participation to the company by casting their postal vote so that the postal voting form is received by the company no later than
The information provided in the notice of participation will be processed and used only for the purpose of the Annual General Meeting.
Shareholders who wish to participate at the Annual General Meeting in person or by proxy must provide a notification of attendance in accordance with item A) under "Participation" above. A notification by postal voting only is not sufficient for shareholders wishing to attend the Annual General Meeting at the meeting facilities. A notification to participate at the meeting facilities will be confirmed by an entrance card, which shall be presented in connection with the registration at the Annual General Meeting.
Nominee Shares
For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the Annual General Meeting (at the meeting facilities or through postal voting). Such shareholder must register its shares in its own name so that the shareholder is recorded in the share register prepared by
Proxy
Shareholders that are represented, or submit their postal vote, by proxy, must issue a power of attorney. A form for power of attorney is available on the company's website www.boliden.com. A power of attorney is valid for one year from its issue date or such longer time period as set out in the power of attorney, however not longer than a maximum of five years. A power of attorney issued by a legal person must be accompanied by a certified copy of the legal person's certificate of registration. The certificate of registration shall evidence the circumstances on the date of the Annual General Meeting and should not be older than one year at the time of the Annual General Meeting. Power of attorney, certificate of registration and other documents of authority are submitted by email to GeneralMeetingServices@euroclear.com or by mail to
Advance Voting (Postal Voting)
A special form must be used for the postal votes. The form is available on the company's website www.boliden.com. Completed forms must be received by
The completed postal voting form can be sent by e-mail to GeneralMeetingServices@euroclear.com or by mail to
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form. In order to receive the form for postal voting by mail, please contact
Proposed Agenda
- Opening of the Annual General Meeting
- Election of the Chairman of the Meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of two persons to verify the minutes together with the Chairman
- Determination whether the Meeting has been duly convened
- Presentation of the annual report and auditor's report as well as the consolidated financial statements and auditor's report for the Group (including the auditor's statement regarding the guidelines for remuneration to the Group Management in effect since the previous Annual General Meeting)
- Report on the work of the Board of Directors, its Remuneration Committee and its Audit Committee
- The President's address
- Report on the audit work during 2021
- Resolutions on adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
- Resolution on appropriation of the company's profit in accordance with the adopted balance sheet and determination of the record date for the right to receive dividend
- Resolution on discharge from liability of the members of the Board of Directors and the President
- Resolution on the number of Board members and auditors to be appointed by the Annual General Meeting
- Resolution on fees for the Board of Directors
- Election of the Members and Chairman of the Board of Directors
- Resolution on fees for the auditor
- Election of auditor
- Resolution on approval of remuneration report
- Resolution on instruction for the Nomination Committee
- Election of members of the Nomination Committee
-
Resolution regarding automatic share redemption procedure including
a. share split 2:1
b. reduction of the share capital through redemption of shares
c. increase of the share capital through a bonus issue - Closing of the Annual General Meeting
Nomination Committee
Election of Chairman (item 2)
The Nomination Committee proposes that
Resolution on the appropriation of the profit according to the adopted balance sheet and determination of the record date for the dividend (item 12)
The Board of Directors proposes a dividend to the shareholders of
Resolution on the number of Board members and auditors appointed by the Annual General Meeting (item 14)
The Nomination Committee proposes the appointment of seven Board members and one registered accounting firm as auditor.
Resolution on fees for the Board of Directors (item 15)
The Nomination Committee proposes that the Chairman of the Board shall be remunerated with a fee of
Election of the Members and Chairman of the Board of Directors (item 16)
Resolution on fees for the auditor (item 17)
The Nomination Committee proposes that the auditor's fees shall be paid in accordance with approved invoices.
Election of auditor (item 18)
The Nomination Committee proposes, in accordance with the recommendation by the Audit Committee, election of the accounting firm
Resolution on approval of remuneration report (item 19)
The Board of Directors proposes that the Annual General Meeting resolve to approve the Board of Directors' report regarding remuneration prepared in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on instruction for the Nomination Committee (item 20)
The Nomination Committee proposes an amendment of the instruction for the Nomination committee to the effect that the Chairman of the Board shall be a co-opted (adjunct) member of the Nomination Committee instead of a regular member, and that no representative of the smaller shareholders is appointed. As a result, the Nomination Committee proposes that the Annual General Meeting resolves on the following instruction for the Nomination Committee, to apply until the General Meeting decides otherwise.
The Nomination Committee shall consist of a minimum of three and a maximum of five members. The Annual General Meeting elects three members to the Nomination Committee. These shall represent shareholders that at the end of the month preceding the issue of the notice for the Annual General Meeting are the three largest shareholders and who have consented to participate in the work of the Nomination Committee ("Large Shareholders"). The Chairman of the Board of Directors is a co-opted (adjunct) member of the Nomination Committee. The Nomination Committee shall select a Chairman within the members at its inaugural meeting.
In order to replace resigning members or to more accurately reflect the shareholder structure, the Nomination Committee may offer other larger shareholders to be represented on the Committee. If such offer is made, it shall be directed in order of priority to the next largest shareholder who is not already represented on the Committee.
If a member represents a Large Shareholder who has divested the majority of its holding in the company and who thus subsequently no longer represents any of the five largest shareholders, the Nomination Committee shall resolve whether such member shall continue or resign from the Nomination Committee.
If a Large Shareholder wishes to replace its representative on the Nomination Committee, notification thereof shall be sent to the Chairman of the Nomination Committee.
The company shall publish changes in the composition of the Nomination Committee as soon as a change has occurred.
The Nomination Committee shall act in the best interest of all shareholders and submit proposals to Annual General Meeting or, where applicable, to Extraordinary General Meetings, with respect to:
** Chairman at the Annual General Meeting
** number of Board members
** Board members and Chairman of the Board
** fees to the Board of Directors, allocated between the Chairman and other Board members
** fees for committee work
** auditors
** fees to the company's auditor
** appointment of Nomination Committee members
No compensation shall be paid to the members of the Nomination Committee. However, the company shall bear reasonable costs necessary for the performance of the assignment of the Nomination Committee.
Election of members of the Nomination Committee (item 21)
The Nomination Committee proposes that
Resolution regarding automatic share redemption procedure including a) share split 2:1, b) reduction of the share capital through redemption of shares and c) increase of the share capital through a bonus issue (item 22)
Background
22 a) share split 2:1
The Board proposes that the Annual General Meeting resolves on a share split 2:1, meaning that each existing share is divided into two shares, of which one is to be referred to as redemption share in the
22 b) reduction of the share capital through redemption of shares
The Board proposes that the Annual General Meeting resolves that the company's share capital shall be reduced by
The shares to be redeemed shall be those shares that, after the share split in accordance with item a) above, are referred to as redemption shares in the
For each redeemed share a redemption amount of
Following the reduction, the company's share capital will amount to
Pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act, the Board hereby states the following.
It follows from the proposal on reduction of share capital that the Board proposes that the company's share capital shall be reduced by
To achieve a quick and efficient redemption procedure without the requirement of obtaining the Swedish Companies Registration Office's or a general court's permission, the Board has also proposed that the Annual General Meeting resolves on restoring the company's share capital to its current amount by increasing the share capital with
Through the reduction of the share capital for repayment to the shareholders, the company's share capital is reduced by
22 c) increase of the share capital through a bonus issue
Further, to achieve a quick and efficient redemption procedure without the requirement of obtaining the Swedish Companies Registration Office's or a general court's permission, the Board proposes that the Annual General Meeting resolves on a bonus issue to increase the company's share capital by
The number of shares in the company will, after implementation of the increase of the share capital, be 273,511,169, each share with a quota value of approximately
-------------------
The resolutions by the Annual General Meeting in accordance with items a) - c) above are conditional upon each other and shall therefore be adopted as one resolution. In order for the resolution by the Annual General Meeting to be valid, the resolution must be approved by shareholders representing at least two thirds of the votes cast as well as the shares represented at the Annual General Meeting.
Finally, the Board proposes that the Annual General Meeting authorises the company's President to make the minor adjustments to the resolutions in this item 22 that may be required in connection with the registration of the resolutions with the Swedish Companies Registration Office or
The Board's statement pursuant to Chapter 20, Section 8 of the Swedish Companies Act as well as the Auditor's statements pursuant to Chapter 20, Section 8 and Section 14 of the Swedish Companies Act are provided separately.
A separate information brochure regarding the proposed automatic share redemption procedure in accordance with this item will be provided before the Annual General Meeting.
Shares and Votes
The company's share capital amounts to
Further Information
Information regarding all the proposed Board members of
The annual report and the auditor's report, the auditor's statement on compliance with the guidelines for remuneration, etc. for the Group Management, the auditor's statements in accordance with Chapter 20, Section 8 and Chapter 20, Section 14 of the Swedish Companies Act, the Board's motivated statement in accordance with Chapter 18, Section 4 and Chapter 20, Section 8 of the Swedish Companies Act, and the Board's remuneration report, are available on www.boliden.com and at the company's head office, Klarabergsviadukten 90 in
Shareholders' right to information
The Board of Directors and the President shall, if requested by a shareholder and if the Board deems that it can be done without material harm to the company, provide information regarding circumstances that may influence the assessment of either an item on the agenda, or the company's or a subsidiary's financial situation or the company's relation to another group company. Those who wish to pose questions in advance may submit these to
Processing of personal data
For information on how personal data is processed in connection with the Annual General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors
For further information, please contact:
Mail: klas.nilsson@boliden.com
https://news.cision.com/boliden/r/invitation-to-the-annual-general-meeting-of-boliden-ab--publ-,c3529577
https://mb.cision.com/Main/997/3529577/1551745.pdf
(c) 2022 Cision. All rights reserved., source