COOR SERVICE MANAGEMENT HOLDING AB The shareholders of
THE ENGLISH TEXT IS A TRANSLATION OF THE SWEDISH ORIGINAL VERSION. IN THE EVENT OF A CONFLICT BETWEEN THE ENGLISH AND THE SWEDISH TEXTS THE SWEDISH TEXT SHALL PREVAIL.
The board of directors has decided that shareholders may exercise their voting rights at the annual general meeting also by postal voting in accordance with the provisions of the articles of association of the company.
REGISTRATION AND NOTIFICATION
PARTICIPATION AT THE MEETING VENUE
A person who wishes to attend the meeting venue in person or by proxy must
- be listed as a shareholder in the presentation of the share register prepared by
Euroclear Sweden AB concerning the circumstances onThursday, April 18, 2024 , and -
give notice of participation no later than
Monday, April 22, 2024 at the company's website, www.coor.com, by phone +46 (0) 771-24 64 00, in writing to the following address:Computershare AB , "Coor Service Management Holding AB's Annual General Meeting", P.O. Box 5267, SE-102 46Stockholm, Sweden or by e-mail to proxy@computershare.se. The notice of participation should state the shareholder's name, personal or corporate identification number, address, telephone number, e-mail address and the number of any assistants (not more than two).
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. Proxy forms are available on the company's website, www.coor.com. A power of attorney is valid for one year from the date of issue or for the longer period indicated in the power of attorney, up to a maximum of five years. If the shareholder is a legal entity, a registration certificate or equivalent authorisation document must be attached. In order to facilitate registration at the meeting, the power of attorney, registration certificate and other authorisation documents should be sent to the company at the above address in connection with the notification of participation.
B) PARTICIPATION BY POSTAL VOTING
A person who wishes to participate in the general meeting by postal voting must
- be listed as a shareholder in the presentation of the share register prepared by
Euroclear Sweden AB concerning the circumstances onThursday, April 18, 2024 , and -
give notice of participation no later than
Monday, April 22, 2024 , by casting its postal vote in accordance with the instructions below so that the postal vote is received byComputershare AB no later than that day.
Shareholders who wish to attend the meeting venue in person or by proxy must give notice in accordance with A) above. Hence, a notice of participation only through postal voting is not sufficient for those who wish to attend the meeting venue.
A special form shall be used for postal voting. The form for postal voting is available on the company's website, www.coor.com. Completed and signed postal voting form can be sent by mail to
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the postal voting form. Proxy forms are available on the company's website, www.coor.com. A power of attorney is valid for one year from the date of issue or for the longer period indicated in the power of attorney, up to a maximum of five years. If the shareholder is a legal entity, a registration certificate or equivalent authorisation document must be attached.
The shareholder 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.
NOMINEE REGISTERED SHARES
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting in accordance with above, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of
PROPOSED AGENDA
- Opening of the meeting.
- Election of a chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons who shall approve the minutes.
- Determination as to whether the meeting has been duly convened.
- Presentation of the annual report and the audit report as well as the consolidated accounts and the audit report for the group, as well as the statement of the auditor regarding the application of guidelines for remuneration which have applied since the annual general meeting 2022.
- Speech by the president and CEO, AnnaCarin Grandin.
- Presentation of the work of the board of directors and the work within the remuneration, audit and project committees.
-
Resolutions regarding:
- the 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 in accordance with the adopted balance sheet, and
-
discharge from liability for the members of the board of directors and the CEO.
Mats Granryd (board member)- Karin Jarl Månsson (board member)
Magnus Meyer (board member)Kristina Schauman (board member)Heidi Skaaret (board member)- Linda Wikström (board member)
Glenn Evans (employee representative)Rikard Milde (employee representative)- Urban Rääf (employee representative)
- AnnaCarin Grandin (CEO)
- Presentation by the chairman of the nomination committee.
- Determination of fees for members of the board of directors and auditors.
- Determination of the number of members of the board of directors and the number of auditors and deputy auditors.
- Election of the members of the board of directors, chairman of the board of directors as well as auditors and deputy auditors.
Members of the board of directors
Catarina Fritz (new election)Mats Granryd (re-election)- Karin Jarl Månsson (re-election)
- Jens Lööw (new election)
Magnus Meyer (re-election)Heidi Skaaret (re-election)- Linda Wikström (re-election)
Chairman of the board of directors
Mats Granryd (re-election)
Auditor
- Öhrlings
PricewaterhouseCoopers AB (re-election)
- Presentation of the board of directors' remuneration report for approval.
- Resolution on long-term incentive program (LTIP 2024) in accordance with (A) and hedging arrangements relating thereto in accordance with (B) or (C).
- Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of own shares.
- Resolution on authorisation for the board of directors to resolve on new issues of shares.
- Closing of the meeting.
PROPOSALS BY THE NOMINATION COMMITTEE (ITEMS 2 AND 12-14)
The nomination committee in respect of the annual general meeting 2024 has consisted of
The nomination committee has proposed the following.
Item 2
Item 12 Fees to the board of directors elected by the annual general meeting and not employed by the company as well as fees for committee work in accordance with the following:
- Board member:
SEK 315,000 -
Chairman of the board of directors:
SEK 865,000 -
Board member who is a member of the audit committee:
SEK 110,000 -
Chairman of the audit committee:
SEK 225,000 -
Board member who is a member of the remuneration committee:
SEK 50,000 -
Chairman of the remuneration committee:
SEK 75,000 -
Board member who is a member of the project committee:
SEK 75,000 -
Chairman of the project committee:
SEK 100,000
The proposed fees to the board of directors are unchanged in comparison with the fees decided at the previous annual general meeting. Fees to the auditor shall be paid in accordance with approved invoices.
Item 13 Seven board members and no deputies. One auditor and no deputies.
Item 14 Re-election of
In accordance with the recommendation by the audit committee, re-election of Öhrlings
Information regarding the proposed board members is available at the company's website, www.coor.com.
PREPARATION AND APPROVAL OF THE VOTING LIST (ITEM 3)
The voting list proposed by the board of directors for approval is the voting list drawn up by
THE BOARD'S PROPOSAL ON DIVIDEND AND RECORD DATE (ITEM 10B)
The board of directors proposes a dividend for 2023 of
THE BOARD'S PROPOSAL REGARDING THE IMPLEMENTATION OF A LONG-TERM INCENTIVE PROGRAM AND HEDGING ARRANGEMENTS RELATING THERETO (ITEM 16)
Implementation of the program (item 16A)
The board of directors proposes that the annual general meeting resolves on the implementation of a long-term incentive program (the "LTIP 2024") in accordance with the below.
Objectives
The LTIP 2024 is designed to provide long-term incentives for members of the Executive Management Team, including the CEO ("EMT") as well as Top Management Team and other key employees ("TMT") to improve Coor's performance and create long-term value. The main purposes of the LTIP 2024 are to increase and strengthen the potential for recruiting and retaining key individuals and to create an individual long-term ownership of Coor shares among the participants and thereby align their interests with those of the shareholders.
Description of the LTIP 2024
The LTIP 2024 is proposed to include all current and future members of the EMT and TMT (the "Participants"), currently comprising of 71 employees in total. It is proposed that the program, which entails an investment requirement, should consist of performance shares. As proposed, the LTIP 2024 may comprise a maximum of 1,250,000 shares in Coor, representing approximately 1.32 percent of all shares and votes in Coor.[1]
Investment requirement
In order to participate in the LTIP 2024, Participants are required to make own investments in Coor shares and to allocate a number of shares to the LTIP 2024. The maximum number of Coor shares that may be allocated to the LTIP 2024 corresponds to approximately 7.5-10 percent of the Participant's gross fixed annual salary in connection with enrolment in the LTIP 2024 ("Investment Shares"), as further set out below. Coor shares already held by Participants at the time of implementation and that are not allocated to ongoing share related incentive programmes[2], may be accounted for as Investment Shares in the LTIP 2024. Should the Participant be prohibited to acquire Coor shares under market abuse rules or similar at enrolment in the LTIP 2024, Investment Shares must instead be acquired as soon as such restrictions do not longer apply.
Performance Share Rights
For each Investment Share, rights will be granted free of charge under the LTIP 2024, entitling the Participant to receive a number of Coor shares, free of charge, ("Performance Share Rights") following expiration of a three-year vesting period. Each Performance Share Right entitles the holder to one (1) Coor share. Allotment of Coor shares pursuant to Performance Share Rights will be subject to the achievement of performance conditions, as set out below, and will generally require that the Participant retains his or her employment and all his or her Investment Shares over a period of approximately three years from the date of grant of Performance Share Rights (the "Vesting Period").
Granting of Performance Share Rights to the Participants will generally take place as soon as practicably possible following the annual general meeting 2024.
In order to align the Participants' and shareholders' interests, Coor will compensate for dividends and other value transfers to the shareholders during the Vesting Period by increasing the number of shares that each Performance Share Right entitles the Participant to receive. The number of Coor shares which each Performance Share Right entitles the Participant to receive may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, reductions of the share capital, or similar actions. The transfer of shares may be accelerated as a result of any merger, demerger, larger acquisition or divestment or similar actions.
Allocation and performance conditions
The Performance Share Rights are divided into four series, Series A, Series B, Series C and Series D, and the vesting of Performance Share Rights will be subject to the satisfaction of performance conditions during the period
The four performance conditions for the respective series of Performance Share Rights are the following:
Series A | Average Customer Satisfaction Index ("ACSI"): If Coor's ACSI during the Performance Period equals or fall short of the minimum level 68, no vesting will occur. If Coor's ACSI equals or exceeds the maximum level 72, 100% vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum levels. Information about the outcome will be provided in the annual report for the financial year 2026. |
Series B | Accumulated adjusted EBITA development: If Coor's accumulated adjusted EBITA development during the Performance Period equals or falls short of the minimum level defined as 10% below of the accumulated adjusted EBITA according to Coor's Business Plan for 2024-2026 (as decided by the board of directors), no vesting will occur. If Coor's accumulated adjusted EBITA development percentage equals or exceeds the maximum level defined as 10% above of the accumulated adjusted EBITA according to Coor's Business Plan, 100% vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum levels. The board of directors have the right to adjust the target levels for any acquisitions or disposals made by Coor during the Performance Period. Information about the target levels and outcome of the performance conditions will be provided in the annual report for the financial year 2026. |
Series C | Relative Total Shareholder Return ("TSR"[3]) development:
The vesting will vary depending on Coor's TSR performance versus the weighted average of a group of other companies (the " |
Series D | Scope 3 The vesting under Scope 3 depends on the level of indirect emissions from purchased goods and services as well as upstream transportation and distribution. The long-term goal is that 75% of the emissions from these categories by 2026 should come from suppliers with climate targets approved by the Science Based Targets initiative (SBTi) (the "2026 Target"). If the level of indirect emissions from purchased goods and services as well as upstream transportation and distribution by 2026 is between 0-75%, a linear proportioned performance vesting will occur. Any vesting of shares under Scope 3 will also depend on the fulfilment of two alternative interim targets for 2024 and 2025 (the "Interim Targets"), as set out below. If the level of indirect emissions from purchased goods and services as well as upstream transportation and distribution from suppliers with climate targets approved by the SBTi amounts to 5% by 2024 (the "Interim Target 2024"), 1/3 of full vesting will occur. If the level of indirect emissions from purchased goods and services as well as upstream transportation and distribution from suppliers with climate targets approved by the SBTi amounts to 20% by 2025 (the "Interim Target 2025"), 1/3 of full vesting will occur. If both the Interim Targets are met, 2/3 of full vesting will occur. If the 2026 Target is met, 100% vesting will occur. If the 2026 Target is not fully met, the final vesting will correspond to the highest of the linear proportioned vesting of the 2026 Target and the total vesting resulting from the outcome of the Interim Targets. Information about the outcome will be provided in the annual report for the financial year 2026. |
The maximum number of Investment Shares to be allocated to the LTIP 2024 and the maximum allocation of the respective series of Performance Share Rights for each of the three participant categories are set out below.
Category 1 (CEO) | The CEO can allocate up to 17,325 Investment Shares to the LTIP 2024. Each Investment Share entitles the CEO to receive: 1 Performance Share Right of Series A; 3.5 Performance Share Rights of Series B;
1 Performance Share Right of Series C; and In total 6 Performance Share Rights for each Investment Share. |
Category 2 (EMT) | 10 other employees in the EMT can allocate up to 4,600 Investment Shares each. Each Investment Share entitles these employees to receive: 1 Performance Share Right of Series A; 2.5 Performance Share Rights of Series B;
1 Performance Share Right of Series C; and In total 5 Performance Share Rights for each Investment Share. |
Category 3 (TMT) | Approximately 60 employees in TMT can allocate up to 2,775 Investment Shares each. Each Investment Share entitles these employees to receive: 1 Performance Share Right of Series A; 1.5 Performance Share Rights of Series B;
1 Performance Share Right of Series C; and In total 4 Performance Share Rights for each Investment Share. |
Allotment of shares
Provided that the performance conditions above have been met during the Performance Period and that the Participant has retained his or her employment (unless special circumstances are at hand) and the Investment Shares during the Vesting Period, the Performance Share Rights will vest and allotment take place of Coor shares ("Performance Shares") as soon as practicably possible following the expiration of the Vesting Period.
When determining the final vesting level of Performance Share Rights, the board of directors shall examine whether the vesting level is reasonable considering Coor's financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the board of directors, reduce the vesting level to the lower level deemed appropriate by the board of directors.
In the event delivery of Performance Shares to Participants cannot take place under applicable law or at a reasonable cost and employing reasonable administrative measures, the board of directors can decide that Participants may, instead, be offered a cash settlement.
Costs, dilution and effects on important key ratios
The costs for the LTIP 2024, which are charged in the profit and loss account, are calculated according to the accounting standard IFRS 2 and distributed over the Vesting Period. The calculation has been made based on the quoted closing price of the Coor share as of
In total, the costs for the LTIP 2024 according to IFRS 2 are estimated to approximately
The expected annual costs of
In addition to the above-mentioned costs, the LTIP 2024 is expected to generate costs related to external advisory services and administration costs related to the transfer of shares. In total, these costs are not expected to exceed
As proposed, the LTIP 2024 may comprise a maximum of 1,250,000 shares in Coor, representing approximately 1.32 percent of the outstanding shares and votes in Coor, including buffer for dividend compensations, but excluding 295,000 shares that are held or may be acquired for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2024.
Since there is no proposal to issue new shares pursuant to the LTIP 2024, the LTIP 2024 will have no dilutive effect on the existing shareholders votes or share of the capital. The effect on important key figures is only marginal.
Hedging arrangements
The board of directors has considered different methods for securing the financial exposure and the transfer of shares under the LTIP 2024, such as transfer of treasury shares and an equity swap agreement with a third party. The board of directors considers acquisitions of own shares on Nasdaq Stockholm with subsequent transfer to Participants to be the most cost efficient and flexible method to secure the financial exposure and the transfer of shares under the LTIP 2024.
Since the costs in connection with an equity swap agreement will be significantly higher than the costs in connection with transfer of treasury shares, the board of directors' main proposal is that the financial exposure is secured by transfer of treasury shares (item 16B).
Should the majority requirement under item 16B below not be reached, the board of directors proposes that the annual general meeting approves the entering into an equity swap agreement with a third party (item 16C).
Preparation of the proposal, etc.
The proposal regarding LTIP 2024 has been prepared by Coor's remuneration committee in consultation with external advisors and has been adopted by the board of directors.
The board of directors shall, within the framework of the above terms and conditions and the applicable guidelines for remuneration of senior executives, be responsible for the implementation and management of the LTIP 2024 and all major decisions relating to the LTIP 2024 will be taken by the remuneration committee, with approval by the full board of directors as required.
Description of ongoing variable compensation programs
Coor's ongoing share related incentive programmes - LTIP 2021, LTIP 2022 and LTIP 2023 - were approved by the annual general meeting 2021, 2022 and 2023, respectively, and are described in the Annual Report 2021, in the note to the Consolidated Financial Statements, Note 6 and 7, in the Annual Report 2022, in the note to the Consolidated Financial Statements, Note 5 and in the Annual Report 2023, in the note to the Consolidated Financial Statements, Note 5. The compensation for the EMT, including fixed and variable compensation, and other remunerations are also described in the Annual Report. The Remuneration Report prepared by the board of directors and presented at the annual general meeting for approval contains a summary description of each and every incentive programs which are ongoing or have been completed during the year.
Authorisation for the board of directors to resolve on acquisition of own shares and resolution on transfers of own shares to LTIP 2024 Participants (item 16B)
Authorisation for the board of directors to resolve on acquisitions of own shares
The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions up to the next annual general meeting, resolve on acquisitions of the company's own shares in accordance with the following conditions:
- Acquisitions may only be effected on Nasdaq Stockholm.
- A maximum of 1,545,000 shares may be acquired to secure delivery of shares to LTIP 2024 Participants and for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2024, mainly social security costs.
- Acquisition may only be made within the registered price range on each occasion between the highest bid price and the lowest selling price.
The board of directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
Resolution on transfers of own shares to LTIP 2024 Participants
The board of directors proposes that the annual general meeting resolves that transfers of own shares may be made in accordance with the following conditions:
- A maximum of 1,250,000 shares may be transferred, free of charge, to LTIP 2024 Participants.
- Right to acquire shares free of charge shall, with deviation from the shareholders' preferential rights, be granted LTIP 2024 Participants.
- Transfers of shares shall be made free of charge at the time and on the other terms and conditions that LTIP 2024 Participants have the right to acquire shares.
- The number of shares that may be transferred under the LTIP 2024 may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, cash dividends, reductions of the share capital, or similar actions.
The transfer of own shares is a part of the proposed LTIP 2024 and the board of directors considers it to be of benefit for Coor and its shareholders that the Participants are offered the opportunity to become shareholders in Coor on the terms and conditions of LTIP 2024.
Equity swap agreement with a third party (item 16C)
Should the majority requirement under item 16B above not be reached, the board of directors proposes that the annual general meeting resolves on the entering into an equity swap agreement with a third party, at market terms, whereby the third party in its own name shall be entitled to acquire and transfer Coor shares to the Participants.
Conditions
The annual general meeting's resolution on implementation of the LTIP 2024 in accordance with item 16A above is conditional upon the annual general meeting resolving either in accordance with the board of directors' proposal under item 16B or in accordance with the board of directors' proposal under item 16C.
Majority requirements
The annual general meeting's resolution according to item 16A above requires a simple majority among the votes cast. A valid resolution under item 16B above requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the meeting approve the resolution. A valid resolution under item 16C above requires a simple majority among the votes cast.
THE BOARD'S PROPOSAL TO AUTHORISE THE BOARD TO RESOLVE ON ACQUISITIONS AND TRANSFERS OF OWN SHARES (ITEM 17)
The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions up to the next annual general meeting, resolve on acquisitions of the company's own shares.
Acquisition shall take place on Nasdaq Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price and payment for the shares shall be in cash. So many shares may, at the most, be repurchased so that the company's holding does not at any time exceed 10 per cent of the total number of shares in the company.
The board of directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
The board of directors also proposes that the annual general meeting authorises the board of directors, for the period until the next annual general meeting, to resolve on transfers of not more than all of the company's own shares held by the company.
Transfer of shares shall take place on Nasdaq Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price.
The aim of the authorisations is to allow the board of directors the opportunity to adjust the capital structure and in doing so create increased value for Coor's shareholders.
A valid resolution under this item requires that shareholders representing not less than two thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.
THE BOARD'S PROPOSAL TO AUTHORISE THE BOARD TO RESOLVE ON NEW ISSUES OF SHARES (ITEM 18)
The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions up to the next annual general meeting, resolve upon new issues of shares. By resolutions based on the authorisation, not more than such number of shares corresponding to 10 per cent of the total number of shares in the company at the time of the annual general meeting's resolution on the authorisation, may be issued.
The authorisation includes a right to resolve to issue new shares for cash consideration, by contribution in kind or payment by set-off. Share issues for cash consideration and by payment by set-off may be made with deviation from the shareholders' preferential rights, provided that the share issue is made on market terms.
The reason for the proposal and the potential deviation from the shareholders' preferential rights is to allow for flexibility in connection with potential acquisitions or to raise capital for acquisitions.
A valid resolution under this item requires that shareholders representing not less than two thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.
SHARES AND VOTES
There are in total 95,812,022 shares and votes in the company. The company has only one series of shares. The company holds 825,807 treasury shares that are not represented at the annual general meeting.
SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION
The board of directors and CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to another company within the group. Shareholders wishing to submit questions in advance may send them to
DOCUMENTS
The annual report, the auditor's report, the board of directors' statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act relating to the proposal under item 10b above, the board of directors' remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group executive management, and the board of directors' statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act relating to the proposals under item 16B and 17 above, will be available at the company at Knarrarnäsgatan 7, SE-164 99 Kista,
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The board of directors
[1] Including buffer for dividend compensations but excluding 295,000 shares that are held or may be acquired for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2024.
[2] For more information, see below under "Description of ongoing variable compensation programs".
[3] TSR is defined as total return on the share calculated including reinvested dividends. To provide a stable assessment of performance, the TSR development will be calculated based on the average closing price of the Coor share on Nasdaq Stockholm, and the corresponding closing share price of the relevant peer group companies, for a period of 20 trading days starting on the first trading day after the date of publication of the year-end report for the period January -
[4] At implementation of the LTIP 2024, the accumulated TSR performance shall be compared against an index consisting of the accumulated TSR development for the following companies (the company with the highest and lowest TSR development shall be excluded from the
- core peers (representing 60%): Compass, ISS,
- other peers (representing 40%):
https://news.cision.com/coor/r/notice-of-the-annual-general-meeting-of-coor-service-management-holding-ab,c3947872
https://mb.cision.com/Main/8962/3947872/2677305.pdf
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