The shareholders in
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
NOTIFICATION, ADVANCE VOTING, ETC.
Information regarding advance voting
Byggfaktas’s annual general meeting will be carried out through advance voting, so-called postal voting in accordance with the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. No annual general meeting with the possibility to attend in person or to be represented by a proxy will take place. Byggfakta welcomes all shareholders to exercise their voting rights at the annual general meeting through advance voting as described below. Information on the resolutions passed at the annual general meeting will be published on the same day as soon as the result of the advance voting has been finally confirmed.
A statement from the CEO will be published on the Company’s website in connection with the Annual General Meeting.
Notification for advance voting etc.
Shareholders who wish to participate through advance voting at the annual general meeting shall:
- firstly, be entered in the share register maintained by
Euroclear Sweden AB no later than on Monday16 May 2022 (for nominee-registered shares, also see “Nominee-registered shares” below), - secondly, submitting their advance vote in accordance with the instructions under “Advance voting” below to the Company no later than on Monday
23 May 2022 .
Information delivered upon notice to attend will be processed and used only for the annual general meeting. See below for further information on processing of personal data.
Nominee-registered shares
In order to be entitled to participate at the annual general meeting through advance voting, shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name. Shareholders who wish to make such re-registration, so-called voting rights registration, must make such request with their nominee well in advance of Wednesday
Advance voting
The shareholders may exercise their voting rights at the annual general meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.byggfaktagroup.com. The advance voting form is considered as the notification of attendance to the annual general meeting.
The completed voting form must be submitted to Byggfakta no later than Monday
Further instructions and conditions are included in the form for advance voting.
PROPOSED AGENDA
- Election of Chairman at the annual general meeting.
- Election of one or two persons to approve the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination as to whether the annual general meeting has been duly convened.
- Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group. In connection thereto, a presentation by the Chief Executive Officer.
- Resolution regarding
- adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- allocation of the company’s profits or losses in accordance with the adopted balance sheet,
- discharge of the members of the Board of Directors and the CEO from liability.
- Determination of the number of members of the Board of Directors, deputies, auditors and, deputy auditors.
- Election of members of the Board of Directors.
The nomination committee’s proposal:
- Henrik Lif (re-election)
Louise Shaljean Ellison (re-election)Naveen Wadhera (re-election)Helene Willberg (re-election)Arash Sundin Alidoost (new election)
- Election of the Chairman of the Board of Directors.
The nomination committee’s proposal:
- Henrik Lif (re-election)
- Election of the auditor.
- Determination of fees for members of the Board of Directors and auditor.
- Submission and approval of the Board’s remuneration report.
- Resolution to adopt a long-term incentive programme for senior executives and key individuals within the Byggfakta-group.
- Resolution to authorise the Board of Directors to resolve on new share issues.
THE NOMINATION COMMITTEE’S PROPOSALS UNDER ITEMS 1, 8, 9, 10, 11 AND 12
The Nomination Committee, consisting of Chairman,
Item 1 – Election of Chairman of the annual general meeting
The Nomination Committee proposes that
Item 8 – Determination of the number of Board members and deputies, auditors and deputy auditors
The Nomination Committee proposes that the Board shall consist of five (5) ordinary members without deputies.
The Nomination Committee proposes that a registered accounting firm is to be appointed as auditor.
The Nomination Committee proposes that Henrik Lif,
Information regarding the proposed new Board member
Mr.
Executive background: Scrive (Chief Marketing Officer), HBO Europe (VP Sales & Marketing),
Non-executive background:
Shareholding in Byggfakta: Zero (0) shares.
Mr.
Further information about the Board members proposed for re-election can be found on the Company’s website, www.byggfaktagroup.com.
Item 10 – Election of the Chairman of the Board of Directors
The nomination committee proposes that Henrik Lif be re-elected as Chairman of the Board of Directors.
Item 11 – Election of auditor
The Nomination Committee proposes that, for the period until the end of the next annual general meeting, the registered accounting firm
Item 12 – Determination of fees to the Board of Directors and the auditor
The Nomination Committee proposes that remuneration to the Board shall unchanged be paid with
The Nomination Committee proposes that the fee to the auditor shall be paid in accordance with approved statement of costs.
THE BOARD OF DIRECTORS’ PROPOSALS UNDER ITEMS 2, 3, 7B, 13, 14 AND 15
Item 2 – Election of one or two persons to approve the minutes
The Board of Directors proposes that
Item 3 – Preparation and approval of the voting list
The voting list proposed to be approved is the voting list prepared by Byggfakta, based on the shareholders’ register for the general meeting, participating shareholders and the advance votes received, and as verified by the persons elected to approve the minutes.
Item 7B – Resolution regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet
The Board of Directors proposes that the funds at the annual general meetings’ disposal, SEK 8,281,172,092, shall be carried forward, and, thus, that no dividend shall be paid.
Item 13 – Submission and approval of the Board’s remuneration report
The Board of Directors proposes that the annual general meeting resolves to approve the Remuneration Report for the financial year 2021 that has been prepared by the Board of Directors.
Item 14 – Resolution to adopt a long-term incentive programme for senior executives and key individuals in the Byggfakta group
The Board of Directors of Byggfakta proposes that the annual general meeting resolves to implement a long term, share based, employee stock option program (“LTI 2022/2025”).
The purpose of the proposed LTI 2022/2025 is to ensure that key employees, high potentials, senior management executives, and senior executives within the
The LTI 2022/2025 shall in total comprise of no more than 2,200,000 shares, which corresponds to approximately one (1) per cent of the total number of outstanding shares in the Company.
The board proposes that the annual general meeting resolves on the introduction of the LTI 2022/2025, including the right for the board to repurchase outstanding shares and the approval of the transfer of the shares in accordance with essentially the below guidelines. The intention of the board is that this is a long-term initiative why the board aim to propose long-term incentive programs also to future annual general meetings.
14 a) Implementation of LTI 2022/2025
- The maximum number of employee stock options to be allotted will be 2,200,000.
- The employee stock options shall be offered to senior executives and executives (eight (8) persons), senior management (seven (7) persons) and other key employees and high potentials in the Company and its subsidiaries (approx. eighty-five (85) persons) (the “Participants”), in accordance with the following allocation:
- the CEO of the Company shall be allocated a maximum of 200,000 employee stock options, the CFO of the Company shall be allocated a maximum of 150,000 employee stock options, and other senior executives shall together be allocated a maximum of 575,000 employee stock options;
- seven (7) persons within senior management shall together be allocated a maximum of 350,000 employee stock options, and
- approx. eighty-five (85) high potentials and other key employees, who shall together be allocated a maximum 925,000 employee stock options.
- In order to be able to recruit competent employees, employee stock options under LTI 2022/2025 may be offered also to future employees (within the categories of employees set out above) provided that the total number of employee stock options does not exceed the maximum and that the employment commence before
31 December 2022 .
The board shall decide upon the allotment within the limits set above.
- The employee stock options shall be allotted without consideration.
- Each employee stock option entitles the Participant to acquire one (1) share in the Company at an exercise price corresponding to 120 per cent of volume-weighted average share price pursuant to the official share price list of Nasdaq Stockholm during the five-day trading days period preceding the annual general meeting 2022. The exercise price and the number of shares that each employee stock option entitles to may be subject to recalculation due to bonus issue, share split, preferential rights issue and similar measures.
- The employee stock options can be exercised to acquire shares in the Company during the time period starting
15 May 2025 , up to and including16 June 2025 . The employee stock options will be possible to exercise earlier in the event of e.g. compulsory redemption of shares, liquidation, merger or a change of control. Exercise of employee stock options presupposes, as a rule, that the Participant remains employed in theByggfakta Group during the entirety of LTI 2022/2025. Certain exemptions to this requirement may be prescribed in specific cases, including a Participant’s death, disability, retirement or the divestiture through a sale, spin-off or otherwise of the Participant’s employing company from theByggfakta Group . - The employee stock options shall not constitute securities and are non-transferable.
The board shall decide on the detailed terms and conditions of LTI 2022/2025. The board shall be entitled to deviate from or adjust the terms and conditions as a result of local regulations and practice.
If material changes would occur within the
In order to implement LTI 2022/2025 in a cost-effective and flexible manner, the board has considered various methods for delivery of shares upon exercise of employee stock options. The board considers repurchase and transfer of own shares as its preferred option, and thus proposes that the annual general meeting resolves on transfer of own shares in accordance with b) below. However, should the annual general meeting not approve the proposed transfer of own shares to participants in the program, in accordance with item 14b ii) below, the Board of Directors propose (see 14b iii) below) that the board of should be allowed to enter into a hedging arrangement with a third party to hedge the obligations of the Company to deliver shares under the program.
Costs and dilution etc. for the LTI 2022/2025
The employee stock options are expected to incur costs for the
The LTI 2022/2025 will not entail any dilution effect, as the program is proposed to be hedged by already issued shares.
Information on other outstanding share incentive programmes
The Company has one ongoing incentive programme based on warrants for certain board members of the Company that was approved by the extraordinary general meeting held on
Preparation of the matter
The principles for the LTI 2022/2025 have been prepared by the board. The proposal has been prepared with the support of external advisors and after consultations with major shareholders. The board has subsequently decided to present this proposal to the annual general meeting. Apart from the employees who prepared the matter in accordance with instructions from the board, no employee who may be covered by the program participated in the drafting of the terms.
14 b) Resolution on repurchase and transfer of own shares
(i) The board proposes that the annual general meeting resolve to authorise the board to resolve on repurchase of shares in the Company in relation to LTI 2022/2025 according to the following:
- Acquisitions may be made of no more than 2,200,000 shares in order to secure the delivery obligations of shares to participants in the LTI 2022/2025.
- The shares may only be acquired on Nasdaq Stockholm.
- The authorisation may be exercised on one or more occasions, until the 2023 annual general meeting.
- The shares may only be acquired at a price per share within the from time to time registered trading interval.
(ii) The board proposes that the annual general meeting resolve to transfer shares in the Company in relation to LTI 2022/2025 according to the following:
- No more than 2,200,000 shares may be transferred.
- The right to acquire shares shall, with deviation from the shareholders’ preferential rights, be granted to the Participants of LTI 2022/2025. Furthermore, subsidiaries within the
Byggfakta Group shall have the right to acquire shares, free of consideration, and such subsidiaries shall be obligated to, in accordance with LTI 2022/2025 immediately transfer shares to Participants in the program. - Transfer to the participants of LTI 2022/2025 shall be made at the time, at the price and on the other terms and conditions of LTI 2022/2025 at which participants of the program are entitled to acquire shares.
- Payment for the shares will be made within the time and on the terms stipulated in the terms and conditions for the LTI 2022/2025.
- The number of shares in the Company that may be transferred under LTI 2022/2025 will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events.
The reason for the proposed transfer and for the deviation from the shareholders’ preferential rights is an integral part of the implementation of the LTI 2022/2025 and the board considers that the implementation of the LTI 2022/2025 will be to the advantage of the Company and the shareholders as it offers participants the opportunity to become shareholders in the Company.
iii) Hedging agreements
Should the annual general meeting not resolve in accordance with the proposal under ii) above the board proposes that the annual general meeting resolves that the board (on behalf of the Company) shall be authorized to enter into hedging agreements with third parties to secure the Company’s obligations to deliver the shares under LTI 20225/2025.
Item 15 – Resolution to authorise the board of directors to resolve on new share issues
The Board of Directors proposes that the annual general meeting resolves to authorise the Board of Directors, for the period until the end of the next annual general meeting, on one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new share issues.
The authorisation may be utilised for new issues of shares, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to not more than ten (10) per cent of the registered share capital in the Company at the time of the issue resolution. The subscription price shall be determined on market terms and conditions. However, in order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agent that acts as a settlement bank for investors.
Deviation from the shareholders’ preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the Company’s future expansion. If the Board resolves on an issue with deviation from the shareholders’ preferential rights, the rationale shall be that the Board shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the Company’s capital structure.
The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.
MISCELLANEOUS
Special majority requirement
The resolution of the annual general meeting to implement the program according to item 14 a) above requires that more than half of the votes cast at the annual general meeting approve the proposal. The annual general meeting’s resolution on repurchase and transfer of own shares, according to item 14 b) (i) above requires that shareholders representing at least two thirds (2/3) of the votes cast as well as the shares represented at the annual general meeting approve the proposal, a resolution under (ii) above requires that shareholders representing at least nine-tenths (9/10) of the votes cast as well as the shares represented at the annual general meeting approve the proposal, and a resolution under iii) above requires that more than half of the votes cast at the annual general meeting approve the proposal.
The board proposes that a resolution under a) above is conditional to the general meeting having resolved to pass the board’s proposal on b) i) and either ii) or iii) above. As stated above, the proposal under b iii) above is conditional upon that the proposal under ii) above is not resolved.
For a valid resolution in accordance with item 15 above, it is required that the proposal is supported by at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
Number of shares and votes
The number of shares and votes in Byggfakta amounts to 218,666,667 per the day for the issuance of this notice. The Company does not hold any treasury shares.
Documents
The annual report, the Board of Directors’ remuneration report and all other documentation for resolutions will, no later than three weeks before the annual general meeting, be kept available on the Company’s website, www.byggfaktagroup.com, at the Company’s premises with address to
The Board of Directors’ proposal in accordance with item 15 is fully formulated in the convening notice.
The Nomination Committee’s complete proposals and reasoned statement as well as information regarding proposed Board members is available on the Company’s website stated above.
Information before the annual general meeting
The Board of Directors and the CEO shall, if requested by a shareholder, and if the Board of Directors’ believes that it can be done without material harm to the Company, at the general meeting provide information regarding circumstances that may affect the assessment of a matter on the agenda and the Company’s or subsidiaries financial situation or the Company’s relation to other group companies.
A request for such information shall be made in writing to
Processing of personal data
For information about how your personal data is processed, it is referred to the privacy notice available at Euroclear’s webpage: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________________________
The Board of Directors
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