DUSTIN GROUP AB The shareholders of
Due to the continued uncertainty regarding the corona pandemic and in order to ensure the health and safety of the Company's shareholders, employees and other stakeholders, the
Specifically, the following procedures will apply:
· The Annual General Meeting will take place on Monday
· Shareholders will only be able to participate in the Annual General Meeting by voting on the matters and the proposals on the meeting agenda and submitting questions to the Company in advance.
· The Agenda for the Annual General Meeting is as set forth below, with certain items being explained in further down in the notice.
· There will be no webcast in connection with the Annual General Meeting.
· A press release will be issued following the Annual General Meeting informing of those material items that are resolved by the Annual General Meeting as soon as the outcome of the mail-in voting procedure has been finally established.
· The final postal voting results will be included in the minutes of the meeting and will be published within two weeks thereafter.
· A shorter interview with the Company's CEO
Registration
Shareholders who wish to attend the Annual General Meeting shall:
· be registered in the share register maintained by
· notify the Company of their intention to attend the Annual General Meeting no later than Friday
Shareholders whose shares are nominee registered must - in addition to giving notice of their attendance - temporarily re-register the shares in their own name at
Shareholders' rights
A shareholder can exercise his/her/its shareholder's rights at the Annual General Meeting by voting in advance on the items on the agenda and submitting questions to the Company in connection with the Annual General Meeting.
Any registered shareholder intending to participate in the Annual General Meeting (via advanced voting or questions), must submit the following information in connection with their respective submissions:
· the shareholder's name,
· personal or organization number,
· email address, and
· telephone number.
Information submitted in connection with registration will be processed exclusively for the Annual General Meeting. See below for additional information on the processing of personal data.
For shareholders wishing to participate through an authorized representative (i.e., where such authorized representative is the one submitting advanced voting or questions on behalf of such shareholder), the Company will provide power of attorney templates on the Company's website. Shareholders participating through an authorized representative must submit the power of attorney together with the voting form or question. If the shareholder is a legal entity, a copy of a registration certificate or a corresponding document for the legal entity shall be enclosed.
Advance voting
Advance voting will be available as of Wednesday
1. E-mail: Voting may be submitted by completing the advance voting form available on the Company's website https://www.dustingroup.com/en/general-meetings and then emailing such form to the following e-mail address gm@dustingroup.com, together with any power of attorney and/or other authorization documents.
2. Regular Mail: Voting may be submitted by completing the advance voting form available on the Company's website https://www.dustingroup.com/en/general-meetings (https://www.dustingroup.com/en/general-meetingsa) and after completion sending a physical copy (i.e., printed out) of such form, together with any power of attorney and/or other authorization documents to the following address,
A shareholder cannot give any other instructions than selecting one of the options specified at each point in the advanced voting form. A vote (i.e. the postal voting in its entirety) is invalid if the shareholder has modified the form to provide specific instructions or conditions or if pre-printed text is amended or supplemented.
The advanced voting form, together with any enclosed power of attorney and other authorization documentation, must have been received by Dustin no later than on Friday
For questions regarding advance voting, please contact us by e-mail gm@dustingroup.com or by phone on number +46(0)8-553 443 40,
Further information and conditions can be found in the advance voting form.
Questions
Shareholders wishing to pose questions may do so by any of the following methods:
1. Email: Questions may be submitted by emailing to the following email address gm@dustingroup.com
2. Regular Mail: Questions may be submitted by regular mail to the following address,
Questions submitted by shareholders must have been received by Dustin no later than on Friday
The Board and the CEO shall, upon request of a shareholder, and provided that the Board deems this can be done without causing major harm to the Company, inform about matters which might affect the assessment of an item on the agenda and circumstances that can affect the assessment of the Company's or its subsidiaries' financial situation.
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of Chair of the Annual General Meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and verify the minutes.
6. Determination as to whether the Annual General Meeting has been duly convened.
7. Presentation of the annual report and the auditors' report for both the parent company and the group.
8. Resolution on
a. the adoption of the income statement and the balance sheet for both the parent company and the group,
b. disposition of the Company's profits based on the adopted balance sheet and the record date for the dividend, and
c. discharge from personal liability for board members and the CEO for their administration.
9. Report of the nomination committee's work and proposals.
10. Resolution on the number of board members to be elected by the meeting.
11. Resolution on remuneration to the board members and the auditor.
12. Election of board members.
13. Election of Chair of the Board.
14. Resolution on the number of auditors and election of auditor.
15. Resolution on guidelines for remuneration to the CEO and other senior executives.
16. Resolution on long-term incentive program 2021 (LTI 2021), issue and transfer of warrants and issue of synthetic options.
17. Resolution on amendments to the articles of association.
18. Closing of the Annual General Meeting.
Information about preparation of the voting list (item 3)
The voting list that is proposed to be approved is the voting list that has been prepared by the Company, based on the general meeting share register and votes received, checked by the minute-checkers. The persons to check and verify the minutes will apart from approving the minutes of the Annual General Meeting, check the voting list and that the result of received votes are correctly reflected in the minutes of the Annual General Meeting.
The Nomination Committee's proposals for resolutions
Election of Chair of the Annual General Meeting, resolution on number of board members, remuneration to the board members and auditor, election of board members and Chair of the Board and resolution on number of auditors and election of the auditor (items 2, 10-14)
The Nomination Committee that consists of
·
· The Board shall consist of eight directors and no deputy directors (item 10).
· Remuneration to the Chair of the Board shall be
· In addition to the fees proposed above, for each physical meeting of the Board held in
· The remuneration to the auditor shall be paid in accordance with approved invoices (item 11).
· The Board shall, for the period until the end of the next Annual General Meeting, consist of
·
· In accordance with the Audit Committee's recommendation, the Company shall have a registered accounting firm as auditor, and the registered accounting firm
See the Company's website for additional information on the Board members that have been proposed to be re-elected.
The Board's proposals for resolutions
Election of one or two persons to check and verify the minutes (item 5)
The Board proposes that two persons check and verify the minutes, and that
Dividend (item 8 (b))
The Board proposes a dividend of
If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be paid to the shareholders on Monday
Guidelines for remuneration to the CEO and other senior executives (item 15)
The Board proposes that the Annual General Meeting resolves on the following guidelines for remuneration to the CEO and senior executives, to apply until not later than the Annual General Meeting regarding the fiscal year 2023/24.
The guidelines apply for the President and CEO of Dustin as well as members of the Executive Management, who report directly to the CEO. The guidelines do not cover compensation decided on by a general meeting of shareholders, such as directors' fees or share-based incentive programs.
The guidelines shall be applied for remuneration that is agreed upon, and changes made to already agreed upon remuneration, after the guidelines have been adopted by the Annual General Meeting. The guidelines steer the decisions made by the Board's Remuneration Committee with respect to senior executives who report directly to the CEO and by the Board in its entirety with respect to the CEO.
The guidelines promotion of Dustin's business strategy and long-term interests
The vision of Dustin is to help the customer to stay in the forefront. Dustin lives up to this vision through providing the right IT solution to the right costumer and user. At the right time and at the right price. Therefore, Dustin's promise to its customer is - `'We keep things moving.'' Dustin's strategy has two pillars, growth and margin expansion. It is pervaded by an ongoing sustainability work in which Dustin respects both Dustin's as well as Dustin's customers impact on the society and the environment. Dustin is convinced that a sustainability work at the forefront, with a clear circular mindset, is not solely necessary - it also creates business opportunities. Dustin's vision, strategy and goals in different respects are more closely presented on the Company's website www.dustingroup.com.
A prerequisite for a successful implementation of Dustin's business strategy and safeguarding of Dustin's long-term interests, including its sustainability, is that Dustin's ability to recruit and retain qualified personnel with relevant competence remains. To this end, it is essential that Dustin offers competitive total remuneration.
Dustin has implemented long-term share-related incentive programs. They have been adopted and set by the Annual General Meeting and are therefore not covered in these guidelines. For the same reason the long-term share-related incentive program proposed by the Board and submitted to the Annual General Meeting 2019/20 for approval is excluded. The proposed program essentially corresponds to existing program except for that the proposed program does not include a remuneration solution like the previous long-term share-related incentive programs did. The programs include the CEO, other senior executives and key persons. The programs require and are conditional upon the participant's own investment in warrants or synthetic options and a certain holding period of three years. For further information please visit http://www.dustingroup.com/en/general-meetings.
Variable cash remuneration covered by these guidelines shall aim at promoting Dustin's business strategy and long-term interests, including sustainability.
Types of remuneration
Dustin shall offer remuneration that is in line with market terms and is based on factors such as the importance of the work duties, the executives' competence, experience and performance. The remuneration may consist of a fixed base salary, short-term variable remuneration, pension benefits, insurance and other benefits. In addition, a general meeting of shareholders can - and independent of these guidelines - decide on for instance share-based and share price - related remuneration.
Fixed base salary
Fixed base salary constitutes remuneration for a committed work contribution at a high professional level that ultimately aims to create value-added for Dustin's customers, shareholders and employees. Fixed based salary shall be attractive in comparison to the market and be based on the executive's competence, experience and performance. The salaries shall be reviewed yearly. Senior executives shall not receive fees for board assignments in the
Variable remuneration
In addition to the fixed base salary, variable remuneration may be payable. Variable remuneration shall be based on measurable criteria that are formulated to promote the Company's business strategy and long-term interests, including sustainability. The criteria shall be adopted yearly by the remuneration committee and the Board of Directors. Variable remuneration shall be based on the achievement of financial targets for the
Additional variable remuneration may be payable for extraordinary circumstances, provided that such extraordinary arrangements are only made at the individual level for the purpose of recruiting or retaining executives, or as remuneration for an extraordinary work contribution on top of the persons normal work duties. Such remuneration may not exceed an amount corresponding to 50 percent of his or her fixed annual salary and may not be awarded more than once a year per individual. Decisions on such remuneration shall be made by the Board of Directors following preparation by the Remuneration Committee.
When the measurement period for fulfillment of the criteria for payment of variable cash remuneration has ended, it shall be assessed and determined to what extent the criteria have been met. In the annual evaluation the Remuneration Committee - or the Board, where applicable - can adjust the targets and/or the remuneration for both positive and negative extraordinary event, reorganizations and structural changes.
The Board of Directors have the possibility to in accordance with law or agreements claim that variable remuneration that has been awarded based on inaccurate grounds shall be fully or partly repaid.
Pension and other benefits
The pension benefits of the CEO, including health insurance, shall be in accordance with a defined contribution solution. Variable remuneration shall not be pensionable. Pension premiums for the defined contribution pensions shall amount to a maximum of 30 percent of the fixed annual salary. The pension benefits, including health insurance, for other senior executives shall be in accordance with a defined contribution solution. Variable remuneration shall be pensionable to the extent stipulated by mandatory clauses in union agreements that are applicable to the executive. Pension premiums for the defined contribution pension shall amount to a maximum of 30 percent of the fixed annual salary. Externally recruited senior executives (except for a new CEO) shall have a defined contribution pension plan in accordance with ITP 1.
Other benefits shall be if limited scope and may include, for example, disability, life and health insurance, and a car, travel and housing benefit. Such benefits may amount to a maximum of 10 percent of the fixed salary. For senior executives who are stationed in another country than their homeland may additional remuneration and other benefits be awarded to a reasonable extent with account taken to the specific circumstances associated with such stationing abroad.
Regarding employments that are governed by other rules than Swedish rules may, with respect to pension benefits and other benefits, due adaptations be done in order to comply with such mandatory rules and local practice. However, the general purpose of these guidelines shall be catered to.
Cessation of employment
For notice of termination served by the employer, the notice period may be a maximum of twelve months. Fixed based salary during the notice period and severance pay may together not exceed an amount corresponding to two years' fixed salary. For notice given by a senior executive, the notice period may be a maximum of six months, without any right to severance pay. In addition, remuneration may be payable for any non-compete obligation. Such payment shall compensate the executive for possible loss of income and shall only be made during the period that the executive lacks a right to severance pay. The monthly remuneration for a noncompete obligation shall amount to a maximum of 80 percent of the average monthly income for the twelve months preceding the end of employment. The remuneration shall be payable during the time that the non-compete obligation applies, which shall be a maximum of twelve months after the end of employment.
Salary and terms of employment for employees
In the preparation and drafting of the Board's proposal of these remuneration guidelines salary and terms of employment for Dustin's employees have been considered. Information on the employees' total remuneration, remuneration components and the increase in remuneration and rate of growth over time has made up part of the Remuneration Committee's and the Board's decision-making documentation in their evaluation of the fairness of the guidelines and the limitations that emanate from these.
Decision-making process for adopting, reviewing and implementing the guidelines
The Board of Directors has established a Remuneration Committee. The committee's duties include conducting preparatory work for the Board's decisions on proposed guidelines for remuneration of senior executives, remuneration and other terms of employment for this group. The Board shall draw a proposal for new guidelines at least every four years and submit the proposal for decision by the general meeting.
The guidelines shall apply until new guidelines have been adopted by a general meeting of shareholders. The Remuneration Committee shall also monitor and evaluate ongoing programs and programs concluded during the year for variable remuneration for members of the executive committee, application of guidelines for remuneration of senior executives, and applicable remuneration structures and remuneration levels at Dustin. The members of the Remuneration Committee are independent in relation to Dustin and the executive committee. In the Board's handling of and decision on remuneration-related matters, the CEO or other members of the executive committee are not present to the extent they are the subject of the matter at hand.
Deviations from the guidelines
The Board of Directors may decide to temporarily depart from the guidelines entirely or partly if in a specific case there are special reasons for doing so and a departure is necessary to safeguard the
Description of significant changes in the guidelines and how the shareholders' view are considered
The proposed guidelines submitted to the 2020 Annual General Meeting entail a couple of clarifications in accordance with new regulations. Except for a raised limit on variable salary to senior executives no significant changes in relation to the Company's existing guidelines are proposed. The proposed change is justified with respect to the development of the market and Dustin. The Company has not received any views from the shareholders.
Information on decided remuneration that has not fallen due for payment an on departures from the guides for remuneration decided on by the 2018/19 Annual General Meeting.
The previous Annual General Meeting resolved on guidelines for remuneration and other terms of employment for senior executives for the period up until the next Annual General Meeting. In short these guidelines entail that, in addition to base salary, variable remuneration shall be payable, tied in part to Dustin's targets for financial result and sales growth and in part to the achievement of personal goals. Short-term variable remuneration is expensed during the financial year and is paid out after the annual report has been adopted by the Annual General Meeting. The guidelines adopted by the 2018/19 Annual General Meeting have been adhered to, and all previously approved remuneration that has not yet been paid out is within the frameworks described above.
Long-term incentive program 2021 (LTI 2021), issue and transfer of warrants and issue of synthetic options (item 16)
Objective
The main objective of LTI 2021 is to link a portion of central key employees' compensation to the Dustin share's long-term value growth, and thereby aligning the interests of the employees with those of the shareholders. LTI 2021 will be an important program for Dustin in order to be able to attract, motivate and retain the best talents; this is vital in order to achieve long-term value-growth for the shareholders.
LTI 2021 in short
The Board proposes that LTI 2021 will not comprise of more than 1,329,710 instruments in total. The Board further proposes that the general meeting resolves on an issue of no more than 1,329,710 warrants, where each warrant shall entitle the holder to subscribe for one (1) share, in one series, and issuance of no more than 373,252 cash settled synthetic options, issued within an incentive program for employees in Dustin's group management and other key employees. LTI 2021 includes no more than 50 individuals. The Company's Board members shall not be included in LTI 2021.
The proposed LTI 2021 implies, upon exercise of all warrants, a full dilution corresponding to a maximum of 1.5 percent.
LTI 2021 has the same structure as the incentive program which was adopted at the Annual General Meeting 2018/19, with the exception that no compensation can be paid out in case the strike price is not reached.
Warrants
The Company's wholly-owned subsidiary, Dustin Aktiebolag, with deviation from the shareholders preferential right, shall be entitled to subscribe for the warrants. Subscription shall take place on a specific subscription list at the latest on
Each warrant shall, during the period commencing on
The warrants shall otherwise be subject to the conditions which are available on the Company's website, https://www.dustingroup.com/en/general-meetings.
Transfer of the warrants to the participants
The following terms and conditions shall apply for the transfer of the warrants to the participants in LTI 2021.
Dustin Aktiebolag shall offer the warrants to participating group management members and key employees within the
Synthetic options
Due to tax reasons, the Board proposes that Dutch and Norwegian employees may be offered to participate in LTI 2021 without making an investment in warrants, and instead be offered a cash settlement by investing in so-called synthetic options that retains the economic characteristics of the warrants. In order to implement the synthetic option program, the Board proposes that the Annual General Meeting resolves on the following principal terms and conditions.
A synthetic option gives the holder the right to receive a cash amount, from Dustin, corresponding to the difference between the exercise price (calculated in accordance with the above) and the average for each trading day calculated average volume-weighted price paid for the Dustin share on Nasdaq Stockholm during the period seven trading days before the day the synthetic option is exercised.
The participants' acquisition of the synthetic options shall be made at market value. The value (the premium) shall be calculated according to the same principles as the warrants and each participant shall be entitled to acquire the same number of synthetic options as the number of warrants that the participant would otherwise have been entitled to acquire. The synthetic options are to be exercised during the period from
The Board shall resolve on the content of the option agreements to be entered into with the participants who would like to purchase synthetic options. The Company will reserve the right to (i) buy-back the synthetic options if the participant should transfer the synthetic options (pre-emptive right) and (ii) cap the amount per synthetic option, that each participant can receive in order for the market value per synthetic option to correspond to the market value per warrant.
Distribution of warrants and synthetic options
Dustin's group management and certain key employees shall be entitled to acquire warrants, subject to that they have entered into a pre-emption agreement with the Company. Allotment of warrants will be made by the Board, in accordance with the principles set-out by the Annual General Meeting. LTI 2021 will comprise no more than the following number of warrants for the different categories of participants:
· the CEO of Dustin can acquire not more than 116,641 warrants, and
· the other participants can, together, acquire not more than 1,213,069 warrants or synthetic options, the maximum number of warrants or synthetic options that each participant can acquire will be based on the participant's competence and area of responsibility.
Impact on key ratios
The Company's earnings per share is not affected by the issue of warrants or synthetic options since the present value of the exercise price exceeds the current market price at the time of the transfer or issuance.
Costs
The transfer of warrants and synthetic options shall be at a price equivalent to the market value at the time of transfer or the date of issuance, which means that there are no social security contributions for the group in connection with the issue and transfer of the warrants or the issuance of the synthetic options. According to a preliminary valuation, made by an independent valuation institute, based on the average volume weighted Company share price on
Other expenses for the incentive program relate to fees to external advisors and administrative costs for LTI 2021.
The dilution of existing shares and votes
The proposed LTI 2021 implies, upon exercise of all warrants, a full dilution corresponding to a maximum of 1.5 percent of the total number of shares and votes outstanding in the Company. If all outstanding incentive programs of the Company are included in the calculation, the corresponding maximum dilution is approximately 4.4 per cent.
Preparation of the proposal
LTI 2021 has been considered by the Remuneration Committee and the Board of Directors and it has been prepared in consultation with external advisors.
Majority decision
Resolution on the adoption of LTI 2021 requires for its validity that the proposal is supported by shareholders representing at least nine tenths of both the votes cast at the general meeting and the shares represented at the general meeting.
Amendments to the articles of association (item 17)
The Board of Directors proposes that the Annual General Meeting resolves that the articles of associations shall be amended in accordance with the following.
A new section is proposed to the articles of association which authorizes the Board of Directors to resolve that the shareholders may vote by post in advance. In addition, a new section is proposed which authorizes the Board to resolve that persons who are not shareholders may attend to general meetings. Lastly, additional adjustments to the articles of association are proposed due to regulatory changes.
As a consequence of the two new sections (10 § and 11 §) renumbering of sections, whereby the previous 10-12 §§ becomes 12-14§§, is proposed.
Current wording Proposed wording
5 § Euroclear 5 § Euroclear company
company
The company's shares shall be registered in a securities
The company's register in accordance with the Swedish Financial
shares shall be Instruments Accounts Act (1998:1479).
registered in a
securities
register in
accordance with
the Swedish
Financial
Instruments
Accounts Act
(1998:1479).
9 § Participation 9 § Participation in shareholders' meetings
in shareholders'
meetings A shareholder may participate in the general meeting only
if the shareholder notifies the Company of his or her
A shareholder, who intention to attend no later than the day stipulated in
wants to the notice to attend the annual general meeting.
participate in a The aforementioned day must not be a Sunday, other public
shareholders' holiday, Saturday, Midsummer Eve,
meeting must be Year's Eve and may not fall earlier than five weekdays
registered as prior to the meeting. If a shareholder wishes to be joined
shareholder in by counsel (not more than two counsels) at the general
such a meeting, the number of counsels must be stated in the
transcription or notice of participation.
report of the
entire share
register as
referred to in
Chapter 7 Section
28 third paragraph
of the Swedish
Companies Act
(2005:551), as
regards the
fact five weekdays
prior to the
meeting, and
notify the company
not later than on
the day specified
in the notice of
the meeting.
The aforementioned
day must not be a
Sunday, other
public holiday,
Saturday,
Midsummer Eve,
not fall earlier
than the fifth
weekday prior to
the meeting. If a
shareholder wishes
to be joined by
counsel (not more
than two counsels)
at the
shareholders'
meeting, the
number of counsels
must be stated in
the notice of
participation.
10 § - New section 10 § Vote by post
is included
The board of directors may, before a shareholders'
meeting, resolve that the shareholders shall be able to
exercise their right to vote by post before the
shareholders' meeting.
11 § - New section 11 § The right for persons not being shareholders to
is included attend a general meeting.
The board of directors may resolve that persons not being
shareholders of the Company shall on the conditions
stipulated by the board of directors, be allowed to attend
or in any other matter follow the discussions at a general
meeting.
Majority decision
Resolution on the amendments to the articles of association requires for its validity that the proposal is supported by shareholders representing at least two thirds of both the votes cast at the general meeting and the shares represented at the general meeting.
Other information
Number of shares
As per the date of the announcement of this notice, the total number of shares and votes in the Company amounted to 88,647,339. As per the date of the announcement of this notice, the Company holds no own shares.
Authorization
The Board, or the person appointed by the Board, shall be entitled to make such minor adjustments to the Annual General Meeting's resolutions that may prove necessary for registration with the Swedish Companies Registration Office and
Documents
The nomination committee's motivated statement regarding its proposal of Board and information regarding the proposed Board members is available from today,
Above mentioned documents will be available at the Company's website, https://www.dustingroup.com/en/general-meetings, at the Company on the address Augustendalsvägen 7 in Nacka Strand and will be sent to shareholders who so request and state their postal or e-mail address. To order the documents can, the same address, e-mail address and telephone number as is used for the notification to the Annual General Meeting, see above, be used.
Processing of personal data
For information on how your personal data is processed, see the Privacy notice available on Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The board OF DIRECTORS
___________
https://news.cision.com/dustin-group-ab/r/notice-to-attend-the-annual-general-meeting,c3235103
https://mb.cision.com/Main/11857/3235103/1333620.pdf
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