EPIROC AB 
Please see the full Notice below, in attached pdf, or visit www.epirocgroup.com/agm.
For more information please contact:
+46 10 755 0106
ir@epiroc.com
+46 70 347 2455
media@epiroc.com
Notice of Annual General Meeting in
The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the Annual General Meeting also by postal voting in accordance with the provision in the Articles of Association.
Conditions for participation and registration
A) Shareholders who wish to attend the meeting room in person or by proxy shall
- be listed as a shareholder in the share register finalized by
Euroclear Sweden AB regarding the conditions onMay 3, 2024 , and -
no later than
May 7, 2024 , register at the registration addressEpiroc AB , "Årsstämma", c/oEuroclear Sweden AB , Box 191, 101 23Stockholm, Sweden , or by telephone +46 8 401 43 02 work days between9.00 a.m. to 4.00 p.m. (CEST) or on the Company's website www.epirocgroup.com/agm. When registering, the shareholder must state name, personal or organization number, telephone number and number of any assistants (max two).
B) Shareholders who wish to participate in the Annual General Meeting by postal vote must
- be listed as a shareholder in the share register produced by
Euroclear Sweden AB regarding the conditions onMay 3, 2024 , and -
no later than
May 7, 2024 register by casting their postal vote in accordance with the instructions under the heading Postal voting below so that the postal vote is received byEuroclear Sweden AB no later than that day.
In order to be entitled to participate in the meeting, a shareholder who has its shares registered with a nominee, in addition to registering for the meeting, must have the shares registered in the shareholder's name so that the shareholder is included in the share register as by
Anyone wishing to attend the meeting room in person or by proxy must report this in accordance with A) above. This means that a registration by postal vote only is not enough for those who want to attend the meeting room.
Physical participation
Shareholders who wish to attend the meeting room in person or through a representative have the right to bring one or two assistants. Shareholders who wish to bring an assistant must state this in connection with the registration. Shareholders who are represented by a proxy must issue a written and dated power of attorney for the proxy. If the power of attorney has been issued by a legal entity, a copy of the registration certificate, or if such a document does not exist, the corresponding authorization document must be attached. To facilitate registration at the meeting, the power of attorney as well as registration certificates and other authorization documents should be available to the Company at the above address no later than
Entrance cards will not be used. Instead the participants will be asked to identify themselves by driver's licence, passport or other valid identification document. The proceedings will be simultaneously translated into English. The President & CEO's speech will after the Meeting be available on the Company's website www.epirocgroup.com/agm.
Postal voting
A special form must be used for voting by mail. The postal voting form is available on the company's website www.epirocgroup.com/agm. Completed and signed postal voting forms can be sent by post to
Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the postal vote will be invalid in its entirety. Further instructions and conditions can be found in the postal voting form.
If shareholders vote by mail by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the Company's website www.epirocgroup.com/agm. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.
Proposed agenda
1) Opening of the Meeting and election of the Chair of the Meeting
2) Election of one or two persons to attest the minutes
3) Preparation and approval of voting list
4) Approval of the agenda
5) Determination whether the Meeting has been duly convened
6) Presentation of the Annual and Sustainability Report and the Auditor's Report as well as the Consolidated Financial Statements and the Consolidated Auditor's Report
7) The President & CEO's speech and questions from shareholders to the Board of Directors and the Management
8) Decisions regarding
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
b) discharge from liability for Board members and the CEO
c) allocation of the Company's profit or loss according to the adopted balance sheet and record dates for receiving the dividend
d) the Board's remuneration report
9) Determination of the number of
a) Board members, and
b) Auditors and any deputy auditor or registered audit firm
10) Election of
a) Board members, the Nomination Committee's proposal,
i)
ii)
iii)
iv)
v)
vi)
vii)
viii) Sigurd Mareels
ix) Astrid Skarheim Onsum
b) Chair of the Board, and
c) Auditors
11) Determining the remuneration,
a) in cash or partially in the form of synthetic shares, to the Board of Directors, and the remuneration to its committees, and
b) to the auditors
12) The Board's proposals regarding
a) guidelines for executive remuneration
b) a performance-based personnel option plan for 2024
13) The Board's proposal regarding mandates to
a) acquire A shares related to personnel option plan for 2024
b) acquire A shares related to remuneration in the form of synthetic shares
c) transfer A shares related to personnel option plan for 2024
d) sell A shares to cover costs related to synthetic shares to Board members
e) sell A shares to cover costs in relation to the performance-based personnel option plans for the years 2018, 2019, 2020 and 2021
14) Closing of the Meeting
Item 1 - Election of the Chair of the Meeting
The Nomination Committee has proposed that
Item 2 - Election of one or two persons to attest the minutes
Item 8 c) and d) - The Board of Directors' proposals regarding dividend, record dates and the Remuneration Report
The Board proposes that the dividend is decided to be
Items 9 and 10 - Proposals from the Nomination Committee regarding number of Board members, Chair and other Board members and registered auditing company
The Nomination Committee, consisting of
Item 10: Board: That the following Board members are re-elected:
Information regarding all proposed Board members is available on www.epirocgroup.com/agm.
Item 11 - Proposal from the Nomination Committee regarding remuneration to the Board of Directors and for committee work and audit fee
Remuneration of
Reflecting the ambition to further enhance the interest for the long-term development of the Company, the Nomination Committee proposes that each Board member shall have the possibility to choose between receiving 50% of the Board remuneration in the form of synthetic shares and the rest in cash and to receive the whole remuneration in cash.
The Board proposes that the obligation of the Company to pay an amount corresponding to the synthetic shares as described above shall be hedged through the purchase of own A shares. Repurchased shares can be sold on the market in connection with the payment to the Board member in compliance with a request for mandate. The cost difference for the Company if all Board members choose to receive a part of their fee in the form of synthetic shares compared to receive the whole remuneration in cash is assessed to be very limited due to the hedging.
Audit fee is proposed to be as per approved invoice.
Item 12 - The Board's proposals regarding:
a) guidelines for executive remuneration
b) a performance based personnel option plan for 2024
12 a) guidelines for executive remuneration
The Board proposes that the following guidelines for executive remuneration shall apply. The CEO and the other members in group management fall within the provisions of the guidelines and are hereinafter referred to as "senior executives". The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2024. These guidelines do not apply to remuneration decided or approved by the general meeting.
The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
For more information regarding the Company's business strategy, please see the most recent Annual Report available on
A prerequisite for the successful implementation of the Company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration.
Long-term share-related incentive programs have been implemented in the Company. Such programs have been resolved, and any future such program will be resolved, by the general meeting and are therefore excluded from these guidelines. For more information on the existing programs, please see the annual report or the
Types of remuneration, etc.
The remuneration may consist of a base salary, annual variable compensation, pension contributions and additional benefits and shall be on market terms. Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.
Base salary
The base salary shall reflect the position, competence and individual performance.
Variable cash remuneration
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration compensation is limited to a maximum of 70% of the base salary. The variable cash remuneration shall be linked to criteria that can be financial or non-financial. The financial goals may be in relation to, for example, value creation, development of revenues, operating profit or working capital. The goals may be individualized, quantitative or qualitative objectives. The objective with the variable cash remuneration is to promote the fulfillment of annual short-term goals in line with the Company's business strategy and long-term interests, including its sustainability.
Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual's ordinary tasks. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the remuneration committee.
To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation.
Right to reclaim and withhold variable cash remuneration
The Board of Directors shall have the possibility to partially or fully reclaim payments, if these are made on incorrect grounds for example in breach of
The Board of Directors shall under exceptional circumstances have the possibility to adjust payment of variable compensation, to protect the company's long-term interests provided it is possible according to contractual provisions and applicable law.
Pension benefits
The pension benefits shall be defined contribution to a maximum of 35% of the base salary. Variable cash remuneration shall not qualify for pension benefits if not stipulated by mandatory law or by collective bargaining agreement covering the executive.
Other benefits
Other benefits may include, for example, life insurance, private medical insurance and company cars. Premiums and other costs relating to such benefits may amount to not more than 15 % of the base salary.
Conditions for expatriates etc.
For a senior executive working on an international assignment outside of own home country certain other benefits apply in compliance with the Company's Conditions for Expatriate Employees. For executives employed in other countries than
Termination of employment
In case of termination of employment of a senior executive by the Company, the compensation can amount to a maximum of 24 months base salary depending on age, length of employment and possible income from other economic activity or employment. When the executive terminates the employment, the period of notice is six months. The executive will in the latter case not be entitled to severance pay unless bound by a non-compete obligation.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for other employees of the Company have been taken into account. This is done by including information on the employees' total remuneration, the components of the remuneration and increase and growth rate over time, in the remuneration committee's and the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and implement the guidelines
The remuneration committee's tasks include preparing the Board of Directors' decision to propose guidelines for senior executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for senior executive remuneration as well as the current remuneration structures and compensation levels in the Company.
Deviations from these guidelines
The Board of Directors may resolve to deviate from these guidelines, in whole or in part, if in a specific case there is special cause for the deviation and the Board deems a deviation is reasonable to serve the Company's long-term interests or to ensure the Company's financial viability. As set out above, the remuneration committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters. This includes any resolutions to deviate from the guidelines.
12 b) a performance based personnel option plan for 2024
The Board of Directors proposes a personnel stock option plan for 2024 corresponding to the Company's personnel option plans for 2018-2023. It is important that key personnel in
Scope and main principles
Granting
The Board has the right to decide on the issuing of performance stock options that can give a maximum of 140 key personnel in the
Issuing
The issuing is dependent on the value increase of the
The issue of performance stock options is maximized to the following number per person within the respective key group:
Category 1 President and CEO 175 391 (133 745)
Category 2 Other Group Management 27 363 (22 387) (options average for the Group)
Category 3 Other senior managers 12 951 (10 110)
Category 4 Other key employees 7 771 (6 133)
The Board shall decide which persons shall be included in categories 3 and 4 based on position, qualification and individual performance. The issuing of options will take place not later than
The Board shall have the right to introduce an alternative incentive plan for key personnel in such countries where the granting of options is not feasible. Such alternative incentive solutions - Share Appreciation Rights (SARs) - shall, to the extent possible, have terms and conditions corresponding to the ones applicable to the performance stock option plan.
The term of the performance stock options
The term of the options shall be seven years from the date of granting. The options are not transferable.
Exercise
The options are exercisable earliest three years from granting. The right to exercise only applies during the period a person is deemed employed.
Exercise price
The exercise price shall be set to an amount corresponding to 110% of the average of the closing rates at Nasdaq Stockholm of A shares of the Company during a period of ten business days following the date of the publishing of the interim Q4 and full-year report for 2024.
Maximized outcome
A single payment/share assignment in relation to an option can never be higher than four times the exercise price for the option.
Recalculation
In case there would be a decision at a general shareholders meeting regarding, for example, a reduction or increase of outstanding shares or a dividend beyond the dividend policy of the Company a recalculation can take place to preserve the value of the options.
A decision regarding such recalculation shall be taken by the Board.
Value and costs for the plan
A theoretical value on a personnel option has been established based on the Black & Scholes model for valuating options. The calculation has been done by
Requirement for Group Management regarding own investment
A prerequisite for the participation of Group Management (13 persons) in the personnel stock option plan 2024 is that they have invested a maximum of 10% of their respective base salary for 2024, before tax, in A shares of the Company (20% for expatriates with net salary).
The investment may be in cash or by pre-owned shares, however, not by shares that are obtained as part of the participation in the stock option plan for 2022 and 2023. The participation in the plan corresponds proportionally to the investment made. Those who have chosen to invest in A shares will get, in addition to the proportional participation in the plan, the right to acquire (matching options), three years after the investment year, the number of shares that correspond to the number of shares acquired under 2024 at a price of 75% of the value upon which the exercise price for the shares in the 2024 plan was based, subject to continued employment and continued ownership of the shares. If the number of the acquired shares has been reduced, the right to matching options is reduced on a share-by-share basis.
The theoretical value for this is calculated to be
Delivery of shares and dilution
The personnel options shall give the right to acquire already issued A shares in the Company. The plan does accordingly not involve any dilution of the total number of shares in
Additional conditions
The plan is covered by the principal conditions described herein and within the decision of the General Meeting such additional conditions as decided by the Board.
Information on other incentive plans
For information on the Group's other incentive plans please see Note 25 in the 2023 Annual and Sustainability Report.
Item 13 - The Board's proposal regarding mandates to:
a) acquire A shares related to personnel option plan for 2024
b) acquire A shares related to remuneration in the form of synthetic shares
c) transfer A shares related to personnel option plan for 2024
d) sell A shares to cover costs related to synthetic shares to Board members
e) sell A shares to cover costs in relation to the performance-based personnel option plans for 2018, 2019, 2020 and 2021.
In order for the resolutions by the Annual General Meeting in accordance with 13 a), b), d) and e) above to be adopted, the resolutions must be supported by shareholders holding at least two-thirds of the votes cast as well as of the shares represented at the Annual General Meeting. In order for the resolution by the Annual General Meeting in accordance with 13 c) above to be adopted, the resolution must be supported by shareholders holding at least nine tenths of both the votes cast as well as of the shares represented at the Annual General Meeting. Should majority votes not be achieved, the intention of the Company is to hedge the financial exposure in connection with the 2024 personnel option plan and secure delivery of shares by entering into an equity swap agreement with a financial institution.
13 a) acquire A shares related to personnel option plan for 2024
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to decide, on one or more occasions, on the acquisition of shares in the Company as follows:
1. Acquisition of not more than 1 950 000 A shares
2. The shares may only be acquired on Nasdaq Stockholm
3. The shares may only be acquired at a price per share within the registered trading interval, at any given point in time.
The acquisition is made with the intention to limit the economic risk caused by an increase of the share value during the period the performance stock options remain outstanding, to be able to fulfil future delivery obligations under personnel option and matching option agreements, to cover alternative solutions and cash settlements as well as to cover, primarily, social charges.
13 b) acquire A shares related to remuneration in the form of synthetic shares
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to decide, on one or more occasions, on the acquisition of shares in the Company as follows:
1. Acquisition of not more than 20 000 A shares
2. The shares may only be acquired on Nasdaq Stockholm
3. The shares may only be acquired at a price per share within the registered trading interval, at any given point in time.
The acquisition is made with the intention to hedge the obligation of the Company to pay remuneration, including social charges, to a Board member who has chosen to receive 50% of the remuneration in synthetic shares.
13 c) transfer A shares related to personnel option plan for 2024
The Board further proposes that the Annual General Meeting decides to transfer shares in the Company in relation to the Company's personnel option plan 2024, including the matching options part, according to the following: A maximum of 1 900 000 A shares may be transferred. Right to acquire shares is to be granted the persons participating in the Company's proposed performance stock option plan 2024, with a right for each participant to acquire the maximum number of shares stipulated in the terms and conditions of this plan. The participant's right to acquire shares is conditional upon all terms and conditions of the Company's performance stock option plan 2024 being fulfilled. Shares are to be transferred on the terms and conditions stipulated by the plan, meaning inter alia, that what is stated therein regarding price and time during which the participants are to be entitled to use their right to acquire shares is also applicable to the transfer. Participants are to pay for the shares within the time and on the terms stipulated in the performance stock option plan 2024.
As reason for the deviation from the shareholders' right of first refusal and as the base for the transfer price in connection with the transfer of own shares, the Board states that the transfer of own shares is a part of the proposed performance stock option plan for 2024.
13 d) sale of A shares to cover costs related to synthetic shares to Board members
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to decide, on one or more occasions, to sell not more than 60 000 A shares in the Company to cover the costs of giving a counter value of earlier issued synthetic shares and to, primarily, cover social charges.
Shares proposed to be sold were acquired based on mandates given at the Annual General Meeting each respective year to acquire the shares for the stated purpose. The sale shall take place on Nasdaq Stockholm at a price within the registered price interval at any given time.
As reason for the deviation from the shareholders' right of first refusal and as the base for the price in connection with the sale of own shares, the Board states that the sale of own shares is a part of the previously adopted decision regarding synthetic shares to the Board.
13 e) sale of A shares to cover costs in relation to the performance-based personnel option plans for the years 2018, 2019, 2020 and 2021
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to sell, at one or more occasions, a maximum of 4 000 000 A shares, in connection with the exercise of rights under the above mentioned performance stock option plans and related costs in order to cover costs, SARs and social charges.
Shares proposed to be sold were acquired each respective year based on mandate given at that year's Annual General Meeting to acquire the shares for the stated purpose. The sale shall take place on Nasdaq Stockholm at a price within the registered price interval at any given time.
As reason for the deviation from the shareholders' right of first refusal and as the base for the price in connection with the sale of own shares, the Board states that the sale of own shares is an integrated part of the previously adopted performance stock option plans. Due to current legislation, this has to be re-approved annually.
Documentation
The Board of Directors' and the Nomination Committee's complete proposals are available on the Company's website. The Board's statement pursuant to chapter 18 section 4 and chapter 19 section 22 of the Swedish Companies Act, the Company's Annual and Sustainability Report for 2023 and the auditor's report as well as the remuneration report pursuant to chapter 8 section 53 a and the auditors statement in accordance with chapter 8 section 54 of the Swedish Companies Act will be available on the Company's website www.epirocgroup.com/agm not later than three weeks before the general meeting. All documentation will then be available with the Company, Sickla Industriväg 19, Nacka,
Proxy forms for those shareholders that wish to vote by proxy are available on the Company's website www.epirocgroup.com/agm and will be sent to those shareholders who so request and state their mail or e-mail address.
Shares and Votes
The Company has issued in total 1 213 738 703 shares of which 823 765 854 are A shares and 389 972 849 are B shares. A shares have one vote and B shares have one tenth of a vote. The Company holds 7 430 080 A shares, which corresponds to the same number of votes.
Shareholders' right to receive information
The Board of Directors and the President and CEO shall, if a 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 can affect the assessment of the Company's or its subsidiaries' financial situation and the Company's relation to other companies within the Group.
If a shareholder wishes to submit questions in advance, such should be sent in writing to:
Processing of personal data
For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Nacka,
The Board of Directors
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