An extraordinary general meeting of shareholders in
By reason of the transmission of the coronavirus, the board of directors has decided that the extraordinary general meeting (EGM) will be held without the physical presence of shareholders, proxies and outside parties and that shareholders will be able to exercise their voting rights only by post ahead of the meeting. Information concerning the decisions taken by the EGM will be published on
Right to participate in the meeting
Shareholders who wish to participate in the meeting by means of postal voting must:
· Be recorded in the share register maintained by
· Register to participate by casting their postal vote as instructed under the heading "Postal voting" below no later than Friday,
To be entitled to participate in the EGM, shareholders with nominee-registered shares must, in addition to registering to participate in the meeting, register their shares in their own name so that the shareholder is entered in the share register by
Postal voting
The board of directors has decided that shareholders will be able to exercise their voting rights only through postal voting pursuant to section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations (2020:198). A special Postal Voting Form must be used. The Postal Voting Form is available on the Company's website at www.catella.se (http://www.catella.com). The completed and signed Postal Voting Form must be received by
Proxy
If a shareholder exercises their voting rights by post, a written and dated proxy form signed by the shareholder must be appended to the Postal Voting Form. Proxy forms are available on the
Company's website at www.catella.se (http://www.catella.com). If the shareholder is a legal person, a copy of a registration certificate or comparable document granting authority must be appended to the form.
Proposed agenda
1. Election of the chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of two persons to verify the minutes
5. Determination of whether the EGM was duly convened
6. Resolution to establish an incentive programme through the issue of warrants in Series 2020/2024:A and Series 2020/2025:B
7. Resolution to establish an incentive programme in the subsidiary
8. Resolution to reduce the statutory reserve for allocation to non-restricted equity
9. Resolution to amend the Articles of Association
Item 1. Election of the chairman of the meeting
The board of directors of the Company has proposed the appointment of
Item 2. Preparation and approval of the voting list
The voting list proposed for approval under Item 2 on the agenda is the voting list prepared at the Company's request by
Item 4. Election of two persons to verify the minutes
Thomas Andersson Borstam and
Item 6. Resolution to establish an incentive programme through the issue of warrants in Series 2020/2024:A and Series 2020/2025:B
The board of directors of the Company proposes that the EGM resolve to establish an incentive programme through the issue of warrants by the Company and to approve the transfer of the warrants to current and future senior management personnel and other key individuals under the following terms and conditions.
The issue of warrants, with waiver of shareholders' pre-emption rights, will be directed to the Company's indirectly wholly owned subsidiary
The reason for the waiver of shareholders' pre-emption rights is that the warrants constitute an incentive programme for individuals who are employed, now or in the future, in senior management positions and other key positions at the Company or its subsidiary. In the judgement of the board of directors, the incentive programme promotes the long-term financial interests of the Company because, through personal investment, senior management personnel and key individuals within the
A. Issue of warrants
1. Number of warrants
The Company will issue a maximum total of 3,000,000 warrants, distributed between two series: Series 2020/2024:A, comprising a total of 1,500,000 warrants and Series 2020/2025:B, comprising a total of 1,500,000 warrants.
2. Subscription rights
The right to subscribe for warrants, with waiver of shareholders' pre-emption rights, accrues to the Subsidiary along with the right and obligation for the Subsidiary to transfer the warrants in accordance with Item B below.
3. Issue price
The warrants will be issued to the Subsidiary in exchange for no monetary consideration.
4. Subscription
Subscription for the warrants by the Subsidiary shall take place during the period beginning
5. Exercise period for warrants
Each warrant carries the right for the holder to subscribe for one (1) new Class B share in the Company.
The warrants may be exercised for the subscription of new shares during the following periods: warrants in Series 2020/2024:A from
6. Subscription price
For Series A and Series B warrants, the subscription price per share upon exercise shall be equal to 120 percent of the volume-weighted average price of the Catella (Class B) share on Nasdaq Stockholm during a period of 10 trading days from the day after the board of directors of the Company extends the offer to acquire warrants to senior management personnel and other key individuals within the
7. Increase of share capital
Upon full subscription and exercise of all 3,000,000 warrants, the Company's share capital could increase by no more than
8. Right to dividends
The shares issued upon exercise of the warrants carry the right to distribution of profits for the first time on the first dividend record date after the new subscription has been registered with the Swedish Company Registration Office (Bolagsverket) and the shares have been recorded in the share register kept by
9. Complete terms and conditions of the warrants
As set forth in the complete terms and conditions of the warrant programme, the subscription price and the number of shares to which each warrant entitles the holder to subscribe for may be recalculated for reasons including shares issued with pre-emption rights and bonus issues.
B. Approval of transfer of warrants to the Company's current CFO, future CEO, future senior management personnel and other key individuals
The board of directors proposes that the EGM resolve to permit the Subsidiary to transfer a maximum of 500,000 warrants, distributed between the following series: 250,000 warrants in Series 2020/2024:A and 250,000 warrants in Series 2020/2025:B to the Company's current CFO. It is furthermore proposed that the EGM approve the further transfer of the remaining 2,500,000 warrants, i.e., 1,250,000 warrants in Series 2020/2024:A and 1,250,000 warrants in Series 2020/2025:B, as instructed by the board of directors of the Company, to the future CEO of the Company, future senior management personnel and other key individuals.
The warrants shall be transferred on market terms at a price determined by an external valuer based on an estimated market value for the warrants at the date of transfer derived using the Black & Scholes valuation model.
The grant is conditional upon the legality of the transfer of warrants and the assessment by the board of directors that the transfer can be executed with reasonable administrative and financial commitments.
C. Other
The board of directors or the person designated by the board of directors shall have the right to effect the minor adjustments that may prove necessary in relation to registration of the decision with Bolagsverket or
The resolution by the EGM shall be valid only if supported by shareholders representing at least nine-tenths of votes cast and nine-tenths of shares represented at the general meeting.
Considering that the warrants shall be transferred at an estimated market price, it has been assessed that the incentive programme covering warrants in Series 2020/2024:A and Series 2020/2025:B will not, in and of themselves, entail any costs beyond certain minor costs for programme establishment and administration.
The proposal has been prepared by the board of directors of the Company and was dealt with at board meetings in the autumn of 2020. The Company has no outstanding share-related incentive programmes.
Item 7. Resolution to establish an incentive programme in the subsidiary
The board of directors of the Company proposes that the EGM resolve to establish an incentive programme in the subsidiary
The Company acquired 75 percent of the shares in the Subsidiary in 2018. The Subsidiary has historically had incentive programmes for employees of the Subsidiary consisting of Growth Shares. Compensation to employees of the Subsidiary has consisted of fixed salary, variable pay and Growth Shares, which has, in total, been competitive for recruiting the right skills to the Subsidiary. Since the acquisition of the Subsidiary, salaries have remained at the previous level in order to be adjusted for payment combined with compensation under an incentive programme.
Description of the incentive programme
Participants in the programme have the right to subscribe for a maximum of 1,000 Growth Shares in the Subsidiary. Holders of Growth Shares will have the right to a specified percentage of any future growth in the value of the Subsidiary's shares, measured from the date the Growth Shares are issued until the date the shares are actually sold/redeemed. The incentive programme is intended to encourage and motivate personnel who hold Growth Shares to work long-term to increase the value of the Subsidiary to the benefit of all shareholders, including themselves.
Upon sale of Growth Shares, holders are treated as if they have realised a capital gain and pay tax, in accordance with current rules, of up to 20 percent on the amount paid by the Subsidiary for the Growth Shares, rather than up to 45 percent for variable pay/cash bonus. This also involves a savings for the Subsidiary, in that the Subsidiary is not required to pay National Insurance Contributions corresponding to approximately 13.8 percent of the amount.
Right to participate in the programme
The right to participate in the incentive programme shall accrue to the current executive team of the Subsidiary, excluding the Managing Director, and other key individuals, employees who are promoted and future employees.
Term of the incentive programme
The incentive programme will be formalised upon the date the programme is approved by the EGM of shareholders in
Rights associated with Growth Shares
Growth Shares do not carry share voting rights, share transfer rights, or dividend rights. If a holder of Growth Shares ends his or her employment with the Subsidiary or otherwise leaves the Subsidiary, the board of directors of the Subsidiary shall determine whether the separation is a "Good Leaver" or "Bad Leaver" situation.
Entry valuation level
The holder's potential return/income from the Growth Shares will be based on the growth in value from the date shares are allotted until the date shares are redeemed, dates inclusive. The initial entry valuation level will be based on the Company's acquisition price of the Subsidiary.
Redemption valuation level
The valuation on the redemption date will be based on the Subsidiary's average Adjusted EBIT for the preceding two years multiplied by eight (8). The Growth Shares are entitled to 10 percent of the growth in value between the entry date and redemption date.
The Subsidiary's Adjusted EBIT will be calculated based on operating profit adjusted for performance-based income and/or other adjustments to correct non-recurring or unrelated financial items. As an example, this might include both increases and decreases in profits consequent upon the parent company's accounting requirements or other bookkeeping items unrelated to the company's employee-based profit or loss. The final valuation will be determined by holders of ordinary shares in the Subsidiary, a majority of which are owned by
Dilution and estimated cost of the incentive programme
Costs arise when the value of the Subsidiary increases and shareholder value has been created. The cost of the incentive programme has been estimated at less than
The incentive programme is non-dilutive because the Growth Shares issued will be repurchased by the Subsidiary at the end of the programme.
Reasoned statement of the board of directors
In the judgement of the board of directors of
Item 8. Resolution to reduce the statutory reserve for allocation to non-restricted equity
The board of directors proposes a number of minor amendments to the Articles of Association in the following sections: §1
§1
The company's business name is
§5 Dematerialised Shares
The company's shares shall be registered in a digital (dematerialised) share register as required under the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479).
§7 Board of directors
The board of directors shall comprise no fewer than four and no more than ten directors.
§10 Shareholder Entitlement to Participate at General Meetings
Shareholders who wish to participate in the proceedings at a general meeting shall notify the company of their participation by the date stated in the notice to attend the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve,
Shareholders or proxies may be accompanied at a general meeting by no more than two assistants, provided the shareholder has notified the company of the number of assistants in the manner stated in the preceding paragraph.
§11 Proxy Solicitation and Postal Voting
The board of directors may solicit proxies in accordance with the procedure set forth in Chapter 7, section 4, second paragraph of the Swedish Companies Act.
The board of directors may decide before a general meeting that shareholders will be permitted to exercise their voting rights by post ahead of the general meeting.
The resolution by the EGM shall be valid only if supported by shareholders representing at least two-thirds of votes cast and two-thirds of the shares represented at the general meeting.
Available documentation
Documentation for the EGM will be available no later than
Right to request information
In accordance with Chapter 7, Sections 32 of the Swedish Companies Act (2005:551), shareholders have the right to request information from the board of directors and the chief executive officer regarding circumstances that may influence their evaluation of an item on the agenda. Such requests for information shall be made in writing to the Company no later than ten days before the Extraordinary General Meeting, i.e., by Friday,
Number of shares and votes
As of the date this notice was issued, the total number of shares in the Company was 88,348,572 and the total number of votes was 98,470,792, of which 2,530,555 ordinary shares in Class A (carrying a total of 12,652,775 votes) and 85,818,017 ordinary shares in Class B (carrying a total of 85,818,017 votes).
Personal data processing
For information about how your personal data is processed, see Catella's website: www.catella.com (https://www.catella.com/en/about-catella-group/privacy/privacy-notice-per-entity/catella-ab-publ)
THE BOARD OF DIRECTORS
For more information, please contact:
Chairman of the Board
Director, CEO and President
070-547 16 36
About Catella: Catella is a leading specialist in property investments and fund management, with operations in 14 countries. The group has assets under management of approximately SEK 140 billion. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more online at catella.com (http://www.catella.com/).
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