Right to participate in the Annual General Meeting and notice of participation
Participation in the Annual General Meeting at the venue
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must
(i) be recorded in the share register maintained by
(ii) no later than
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company's website, www.bravida.se. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration of equivalent certificate of authority should be sent to the company as set out above so that it is received no later than
Participation by advance voting
A shareholder who wishes to participate in the Annual General Meeting by advance voting must
(i) be recorded in the share register maintained by
(ii) notify its intention to participate in the General Meeting no later than
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue. A special form shall be used when advance voting. The advance voting form is available on the company's website www.bravida.se.
A completed and signed form may be submitted by post to
If a shareholder votes in advance by proxy, a written and dated proxy shall be enclosed to the advance voting form. Proxy forms are available on the company's website www.bravida.se. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the General Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on
Proposed 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 one or two persons who shall approve the minutes.
6. Determination of whether the Annual General Meeting has been duly convened.
7. Presentation by the CEO.
8. Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements, and auditor's statement regarding the fulfilment of the remuneration guidelines that have applied since the previous Annual General Meeting.
9. Resolution regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
10. Resolution regarding allocation of the company's result pursuant to the adopted balance sheet.
11. Resolution regarding discharge from liability of the board members and the chief executive officer.
12. Determination of
(a) the number of board members
(b) the number of auditors
13. Determination of
(a) the fees to the board of directors
(b) the fees to the auditors
14. Election of board members.
The nomination committee's proposal
(a)
(b) Cecilia Daun Wennborg (re-election)
(c)
(d)
(e) Staffan Påhlsson (re-election)
(f) Karin Stålhandske (re-election)
(g)
15. Election of the chairman of the board of directors.
The nomination committee's proposal
16. Election of the auditors.
17. Presentation of the remuneration report for approval.
18. Resolution regarding guidelines for executive officers.
19. Resolution regarding authorization for the board of directors to resolve to repurchase and transfer of own shares.
20. Resolution regarding authorization for the board of directors to issue new shares.
21. Resolution regarding introduction of long-term incentive programme.
(a) Adoption of incentive programme.
(b) (i) Authorization for the board of directors to resolve on the issue of new C-shares
(ii) Authorization for the board of directors to resolve on the repurchase of own C-shares.
(iii) Transfer of own shares.
(c) Equity swap agreement with third party.
22. Closing of the Annual General Meeting.
Proposed resolutions
Election of chairman of the Annual General Meeting (item 2)
The nomination committee consisting of
Allocation of the company's result (item 10)
The board of directors proposes a dividend of
The proposed dividend amounts to a total of
Determination of the number of board members (item 12a)
The nomination committee proposes that the number of board members should be seven (7) without any deputy board members.
Determination of the number of auditors (item 12b)
The nomination committee proposes that the number of auditors should be one (1) without any deputy auditors.
Determination of the fees to the board of directors (item 13a)
The nomination committee proposes that the fees to the board of directors, including compensation for committee work, shall amount to maximum
Determination of the fees to the auditors (item 13b)
The nomination committee proposes that the fees for the auditor shall be in accordance with the approved accounts.
Election of the board members and chairman of the board of directors (item 14-15)
The nomination committee proposes that
A presentation of the persons proposed by the nomination committee to be elected as board members is available in the company's annual report and on the company's website, www.bravida.se.
Election of the auditors (item 16)
The nomination committee proposes that
Resolution regarding guidelines for executive officers (item 18)
The board of directors proposes that the Annual General Meeting resolves to adopt the following guidelines for remuneration to the company's executive officers.
The board's proposal for guidelines for remuneration to executive managers
The proposal for the Annual General Meeting 2024 for the decision on remuneration guidelines for executive managers is in all material respects consistent with the guidelines adopted by the Annual General Meeting in 2020 and only involves changes of an editorial nature.
These guidelines cover the company's CEO and other persons in the company's management. The guidelines shall be applied to remunerations that are agreed upon, and changes that are made to already agreed remunerations, after the guidelines have been adopted by the General Annual Meeting of 2024. The guidelines do not cover remunerations decided by the corporate assembly. It is noted that the members of
The promotion of the company's business strategy, long-term interests, and sustainability by the guidelines
The company's business strategy is briefly to offer complete technical solutions throughout the entire life of a property - from consulting and design to installation and service.
For further information about the company and its business strategy, please visit www.bravida.se.
A successful implementation of the company's business strategy and safeguarding of the company's long-term interests, including its sustainability, requires that the company can recruit and retain qualified employees. To do this, the company must be able to offer competitive compensation. These guidelines enable the company to offer competitive total remuneration to its executive officers.
Long-term share-related incentive programs have been established in the company. These have been decided by the corporate assembly and are therefore not covered by these guidelines. For the same reason, the long-term share-related incentive program that the board has proposed that the Annual General Meeting 2024 should adopt is also not covered. The proposed program corresponds in all essential aspects to existing programs. The program covers the Group Management, Regional Managers, Department Managers, other staff members, and other identified key personnel in the company. The performance criteria used to assess the outcome of the programs are clearly linked to the business strategy and hence to the company's long-term value creation. The performance target applied in all programs is the Group's earnings (Ebita) for the third calendar year following the adoption of the program or the share price at the end of the program three years after adoption. The programs also require a personal investment and a multi-year holding period. For more information about ongoing programs, including the criteria upon which the outcome depends, see note 5 in the group's annual report for 2023.
Variable cash remuneration covered by these guidelines should aim to promote the company's business strategy and long-term interests, including its sustainability.
Forms of compensation etc.
The compensation should be market-based and may consist of the following components: fixed cash salary, variable cash compensation, pension benefits, and other benefits. In addition to these guidelines, the General Meeting may decide on, for example, share-based and share price related compensations.
The fulfilment of criteria for the payment of variable cash compensation should be measurable over a period of one year. The variable cash compensation to the Chief Executive Officer may amount to a maximum of 125 percent of the fixed annual cash salary. The variable cash compensation to other senior executives varies depending on the position but may amount to a maximum of 200 percent of the fixed annual cash salary.
For the Chief Executive Officer, pension benefits, including health insurance, should be defines-contribution. Variable cash compensation should not be pension qualifying. Other senior executives should have premium-defined pension benefits, including health insurance, unless covered by defined-benefit pensions according to mandatory collective bargaining agreements. Variable cash compensation should not be pension qualifying.
Senior executives residing in
Other benefits may include, among others, life insurance, healthcare insurance, and car benefits. Such benefits may together amount to a maximum of 10 percent of the fixed annual cash salary.
Termination of Employment
In the event of termination by the company, the notice period may be up to twelve months. Fixed cash salary during the notice period and severance pay may together not exceed an amount equivalent to the fixed cash salary for one year. In the event of termination by the executive, the notice period may be up to six months, without the right to severance pay.
Criteria for the distribution of Variable Cash Compensation etc.
The variable cash compensation should be linked to predetermined and measurable criteria that can be both financial or non-financial. They may also consist of individualised quantitative or qualitative goals. The criteria should primarily be based on performance (Ebita), acquisition activity, and individual goals. This model aims to improve the operating result and create profitable growth, thereby promoting the company's business strategy and long-term interests, including its sustainability.
Once the measurement period for fulfilling the criteria for payment of variable cash compensation has ended, it should be assessed/determined to what extent the criteria have been met. The Compensation Committee is responsible for the assessment regarding the variable cash compensation to the Chief Executive Officer. As for variable cash compensation to other executives, the Chief Executive Officer is responsible for the assessment. As for financial targets, the assessment should be based on the most recently published financial information by the company.
Salary and Conditions of Employment for Employees
In the preparation of the Board's proposal for these compensation guidelines, the salary and employment conditions for the company's employees have been taken into account by including information about the employees' total compensation, the components of the compensation, and the increase and rate of increase of the compensation over time as part of the Compensation Committee's and the Board's decision-making documentation when evaluating the reasonableness of the guidelines and the limitations that follow from them.
The Decision-Making Process for Establishing, Reviewing, and Implementing the Guidelines
The Board has established a compensation committee. The committee's tasks include preparing the Board's decisions on proposals for guidelines for compensation to senior executives. The Board shall draft proposals for guidelines for compensation to senior executives. The Board shall draft proposals for new guidelines at least every four years and submit the proposal for resolution at the Annual General Meeting. The guidelines shall apply until new guidelines are adopted by the General Meeting. The Compensation Committee shall also monitor and evaluate programs for variable compensation to the company management, the application of guidelines for compensation to senior executives, and the current compensation structures and compensation levels in the Company. The members of the Compensation Committee are independent in relation to the Company and company management. When the Board deals with and decides on compensation-related issues, the Chief Executive Officer or other members of the company management do not attend, to the extent they are affected by the issues.
Deviating from the guidelines
The Board may decide to temporarily deviate from the guidelines, in whole or in part, if in an individual case there are special reasons for it and a deviation is necessary to serve the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. As stated above, it is part of the Compensation Committee's tasks to prepare the Board's decisions on compensation matters, which includes decisions on deviations from the guidelines.
Resolution regarding authorization for the board of directors to resolve to repurchase and transfer of own shares (item 19)
The board of directors proposes that the Annual General Meeting authorizes the board of directors to resolve to repurchase, on one or several occasions until the next Annual General Meeting, as many own shares as may be purchased without the Company's holding at any time exceeding 10 per cent of the total number of shares in the Company. The shares shall be purchased on Nasdaq Stockholm and only at a price per share within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price.
The board of directors also proposes that the Annual General Meeting authorizes the board of directors to resolve, on one or several occasions until the next Annual General Meeting, to transfer (sell) own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. Upon such transfers, the price shall be established so that it is not below market terms. However, a discount to the stock market price may apply, in line with market practice. Transfers of own shares may be made of up to such number of shares as is held by the Company at the time of the board of directors' resolution regarding the transfer.
The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the Company and to enable the Board to finance acquisitions with own shares. The purpose of the authorization to transfer own shares is to enable the board of directors to finance acquisitions with own shares.
The CEO shall be authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration.
Resolution on authorization for the board of directors to issue shares (item 20)
The board of directors proposes that the Annual General Meeting authorizes the board of directors to, up until the next Annual General Meeting, on one or several occasions, resolve to increase the Company's share capital by way of share issue to such an extent that it corresponds to a dilution which corresponds to 10 percent, based on the number of shares that are outstanding at the time of the Annual General Meeting's resolution on the authorization, after full exercise of the hereby proposed authorization.
New share issues may be made with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorization is to increase the Company's financial flexibility and to enable the Company to make payment with own shares in connection with any acquisition of a company or business operations. Cash issuance with deviation from the shareholders' preferential rights may only be made to finance the purchase price to be paid in cash in connection with the acquisition of a company or business operations. In the event of issuances that deviate from the shareholders' preferential rights, the starting point for determining the issuance price shall be the prevailing market conditions at the time when shares are issued.
The CEO shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.
Resolution regarding introduction of a long-term incentive programme (item 21)
The board of directors proposes that the Annual General Meeting resolves to introduce a long-term incentive programme for senior executives and other key employees within the
LTIP 2024 is a three-year performance-based incentive program, with the same structure as the incentive programmes adopted in connection with Annual General Meetings and Extraordinary General Meetings of
Adoption of an incentive programme (item 21(a))
The programme in summary
The board of directors propose that the Annual General Meeting adopts LTIP 2024, which is proposed to include approximately 265 senior executives and other key employees within the
In the event that delivery of Performance Shares cannot be achieved at reasonable costs, with reasonable administrative efforts or due to market conditions, participants may instead be offered a cash-based settlement.
Personal investment
In order to participate in LTIP 2024, the participant must make a private investment by acquiring Saving Shares at market value for a value of not less than
Performance condition
The number of Performance Shares each of the participant's Saving Share entitles to depends on how the Company has fulfilled the performance condition during the measurement period. The measurement period is three years and covers the financial years 2024, 2025 and 2026 (the "Measurement period"). The performance condition is based on the company's normalised accumulated EBITA ("Group EBITA"). EBITA is the result before interest, and amortisations, also called operating profit.
In order for the participants to obtain full allotment of the number of Performance Shares in accordance with LTIP 2024, the Group EBITA must amount to at least MSEK 2 144 (the "Target level"). At the end of the Measurement period, i.e. on
The allocation of Performance Shares requires that the minimum level is reached. The minimum level for LTIP 2024 amounts to 85 percent of the Target level. If the minimum level is not reached no Performance Shares will be allotted. The board of directors intends to disclose the fulfilment of the performance-based condition of LTIP 2024 in the annual report for the financial year 2026.
Preparation and administration
The board of directors, or a committee established by the board of directors for these purposes, shall be responsible for preparing the detailed terms and conditions of LTIP 2024, 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
Allocation
The participants are divided into different categories and in accordance with the above, LTIP 2024 will comprise the following number of Saving Shares and maximum number of Performance Shares for the different categories:
** the CEO: may acquire
** the CFO: may acquire
** other members of the management and chosen key persons (approximately 15 individuals):
may each acquire up to
** regional managers, some heads of department and certain key persons (approximately 100 individuals): may acquire up to
** other key persons (approximately 150 individuals in total): may acquire up to
Scope and costs of LTIP 2024
LTIP 2024 will be accounted for in accordance with IFRS 2 which stipulates that LTIP 2024 should be recorded as a personnel expense in the income statement during the vesting period. The costs for LTIP 2024 are estimated to amount to approximately MSEK 42, excluding social security costs, calculated in accordance with IFRS 2. The costs for social security charges are calculated to approximately
Upon maximum allotment of Performance Shares, and based on a share price of
Information on
Delivery of Performance shares under LTIP 2024
In order to implement LTIP 2024 in a cost-efficient and flexible manner, the board of directors has considered different methods to ensure delivery of Performance Shares in accordance with LTIP 2024. The board of directors has found the most cost-efficient alternative to be, and thus proposes that the General Meeting as a main alternative, resolves to authorise the board of directors to resolve on a directed issue of Class C shares to a bank in accordance with item 21(b)(i) and further to authorise the board of directors to subsequently resolve to repurchase the Class C shares from said bank in accordance with item 21(b)(ii). The Class C shares will then be held by the Company, whereafter the appropriate number of Class C shares will be reclassified into ordinary shares and subsequently be delivered to the participants under LTIP 2024. The board of directors further proposes that the General Meeting resolves that a maximum of 820,000 ordinary shares may be transferred to the participants in accordance with the terms of LTIP 2024.
Should the majority requirement for item 21(b) below not be met, the board of directors proposes that
The rationale for the proposal
The objective of LTIP 2024 is to create conditions for retaining competent employees in the
Preparation
The Company's board of directors has prepared LTIP 2024 in consultation with external advisors.
Hedging arrangements in respect of LTIP 2024
Authorisation for the board of directors to issue Class C shares, authorisation for the board of directors to repurchase own Class C shares, as well as, resolution to transfer own ordinary shares (items 21(b)(i)-(iii))
All resolutions under item 21(b)(i)-(iii) are proposed to be conditioned upon each other.
Authorisation for the board of directors to issue Class C shares (item 21(b)(i)).
The board of directors proposes that the Annual General Meeting resolves to authorise the board of directors, during the period until the next Annual General Meeting, to increase the Company's share capital by not more than
Authorisation for the board of directors to resolve to repurchase own Class C shares (item 21(b)(ii))
The board of directors proposes that the Annual General Meeting resolves to authorise the board of directors, during the period until the next Annual General Meeting, to repurchase its own Class C shares. The repurchase may only be affected through a public offer directed to all holders of Class C shares and shall comprise all outstanding Class C shares. The number of shares purchased may not result in the Company holding at any time more than 10 per cent of the total number of shares in the company. The purchase may be affected at a purchase price corresponding to the quota value of the share. Payment for the Class C shares shall be made in cash. The purpose of the repurchase authorisation is to ensure the Company's compliance with its obligations under LTIP 2024.
Transfer of own ordinary shares (item 21(b)(iii))
The board of directors proposes that the Annual General Meeting resolves that Class C shares that the company purchases by virtue of the authorisation to repurchase its own Class C shares in accordance with item 21(b)(ii) above, following reclassification into ordinary shares, may be transferred to participants in LTIP 2024 in accordance with the approved terms. The board of Directors further proposes that the Annual General Meeting resolves that a maximum of 820,000 ordinary shares may be transferred to participants in accordance with the terms of LTIP 2024.
Equity swap agreement with a third party (item 21(c))
Should the majority requirement under item 21(b) above not be met, the board of directors proposes that the Annual General Meeting resolves that the expected financial exposure of LTIP 2024 shall be hedged so that
Special majority requirements
A resolution in accordance with the board of directors' proposal in items 18 and 19 shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting. A resolution in accordance with the board of directors' proposal in item 21(b)(i) and 21(b)(ii) above shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting. A resolution in accordance with the board of directors' proposal in item 21(b)(iii) shall only be valid where supported by not less than nine-tenths of both the votes cast and the shares represented at the Meeting.
Shareholders' right to request information
The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Number of shares and votes
There are 205,536,598 shares and 204,236,703.7 votes outstanding in the company. Of the total amount of shares 1,414,327 are class C shares entitled to one-tenth vote per share and 204,122,271 shares are ordinary shares entitled to one vote per share. As of the day of this notice, the company holds all 1,414,327 class C shares as well as 38,135 ordinary shares.
Documentation
The annual report, the board of directors' remuneration report and all other documentation for resolutions are held available at the company's office at Mikrofonvägen 28, in
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at
This notice is a translation of a Swedish notice and in case of any deviations between both language versions, the Swedish version shall prevail.
The board of directors
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