The shareholders of
EQT's registration number is 556849-4180, and its registered office is in
Conditions for participation
Shareholders who wish to participate in the Meeting must be recorded in the share register maintained by
In addition, the shareholders must give notice of their participation in the Meeting:
- Shareholders who choose to participate in, and vote at, the Meeting online (i.e. participate electronically) must give notice of participation no later than Thursday
27 May 2021 . Notice of participation may be submitted by e-mail to info@computershare.se (with reference to "EQT AGM 2021"), by mail toComputershare AB , "EQT AGM 2021", Box 5267, SE-102 46Stockholm, Sweden , or by telephone toComputershare AB +46 8 46 00 73 80. Shareholders who are natural persons with BankID are primarily asked to submit their notice of participation on EQT's website, www.eqtgroup.com -
Shareholders who choose to vote in advance must give notice of participation by submitting their advance vote in accordance with the instructions in the "Advance voting" section below so that the advance vote is received by
Computershare AB no later than Tuesday1 June 2021 .
When giving notice of participation, please state name, personal identification number or corporate registration number, address, telephone number and e-mail address.
To be entitled to participate in the Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of Tuesday
Online participation and voting
EQT welcomes all shareholders to participate in, and vote at, the Meeting online.
If you wish to participate in the Meeting online you must give notice no later than Thursday
You will find login instructions in the email which will be sent to you once you have given notice of participation as instructed above. On the day of the Meeting you can log in from 13.00 CEST, and you must have logged in no later than 14.00 CEST. You are welcome to log in to test your connection and to verify proper technical functionality and acquaint yourself with the system from and including Friday
In connection with each proposal for which voting is conducted, you will be able to choose between the alternatives "Yes", "No" or "Abstain". For online participants, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to speak, present proposals or objections or request voting. The board of directors has resolved that external persons have the right to follow the Meeting as it is not possible to verify if any external persons are following the Meeting online.
It will be possible to ask questions online during the Meeting through a chat function. The ambition is that all questions shall be presented and answered, but the number, as well as the type of questions, may entail that not all questions are presented and answered in the Meeting. A moderator will categorize questions asked to facilitate for the chairperson and to avoid repetitions.
In order to participate and vote online, you must have a steady network connection throughout the Meeting and the web browser on your computer, smartphone or tablet shall be updated to the latest version. More information can be found in the email with your log in instructions. EQT has carefully prepared to enable participation and voting online. However, it cannot be ruled out that any technical complication entails functional deficiencies. If this happens, or if the participation online otherwise did not work as intended, the Meeting will be held disregarding online votes that would otherwise have been casted. Therefore, it is important to note that if you want to be certain of being able to vote, you should vote in advance. See further information in the "Advance voting" section below.
Advance voting
As an alternative to online voting, shareholders may exercise their voting rights at the Meeting by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
Shareholders who vote in advance may follow the Meeting online by requesting this in the form for advance voting.
To vote in advance, please use the form for advance voting available on www.eqtgroup.com. A shareholder who is exercising its voting right through advance voting does not need to give notice of its participation in the Meeting separately. The advance voting form also constitutes notification of participation in the Meeting.
The completed and signed form must be received by
Further instructions and conditions are included in the form for advance voting.
Questions and shareholders' right to receive information
The shareholders are reminded of their right to receive information from the board of directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Requests for such information shall be submitted by e-mail to agm@eqtgroup.com or by mail to
Shares and votes
As per the date of this notice, EQT's share capital amounts to
Proposed agenda
- Opening of the Meeting
- Election of chairperson of the Meeting
- Election of one or two persons who shall approve the minutes of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the Meeting has been duly convened
- Presentation by the CEO
- Presentation of the annual report as well as the consolidated financial statements and the auditors' report
- Resolution regarding adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
- Resolution regarding allocation of EQT's profit in accordance with the adopted balance sheet
- Resolution regarding discharge of liability for the board members and the CEO
- Resolution on:
- the number of board members who shall be appointed by the Meeting
- the number of auditors and deputy auditors who shall be appointed by the Meeting
- Resolution on:
- fees to the board members
- fees to the auditors
- Election of board members and chairperson of the board of directors
Conni Jonsson , re-election
Edith Cooper , re-election
Johan Forssell , re-election
Nicola Kimm , re-election
Diony Lebot , re-election
Gordon Orr , re-election
Margo Cook , new election
Marcus Wallenberg , new election
-
Chairperson of the board of directors:
Conni Jonsson , re-election
- Election of auditors and deputy auditors
- Presentation of the board of directors' remuneration report for approval
- Resolution on guidelines for remuneration to executive management
-
Resolution on authorization for the board of directors to issue shares
- Closing of the Meeting
The board of directors' proposals
Item 10 - Allocation of EQT's profit in accordance with the adopted balance sheet
The board of directors proposes a dividend to the shareholders of
Item 17 - Guidelines for remuneration to executive management
The board of directors seeks to attain a remuneration system for the CEO, other members of the executive management (ExCom) and other employees which is in line with market conditions and competitive, so that EQT is able to recruit, motivate and retain qualified personnel and the best talent.
The guidelines for executive remuneration proposed by the board of directors are included in full below.
Guidelines for executive remuneration (remuneration policy)
The CEO, the deputy CEO and other members of the Executive Committee (executive management) fall within the provisions of these guidelines. To the extent a board member conducts work for EQT, in addition to the board work, consulting fees and other compensation for such work may be paid. 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 shareholders' meeting 2020. These guidelines do not apply to any remuneration separately decided or approved by the shareholders' meeting.
EQT has a clear remuneration philosophy (including for variable cash) applicable across the whole group which also governs the remuneration to the Executive Committee and links compensation to
Most important is to incentivize fund performance and ensure aligned interest with our limited partners in the EQT funds,
To be able to achieve the business goals, EQT needs to be able to attract and retain world class talent suitable for each role. To achieve this, EQT applies market competitive total compensation.
EQT compensate locally based on geography and in line with local practice and regulations, taking into account, to the extent possible, the overall purpose of these guidelines.
The principles in these guidelines enable
For more information regarding the
EQT Share program
An incentive program, the EQT Share program, has been implemented in the
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed remuneration, variable cash remuneration, pension benefits and other benefits. Additionally, the shareholders' meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.
Fixed remuneration
The fixed remuneration, i.e. base salary, should be competitive and reflect responsibility and performance.
Variable remuneration
The satisfaction of criteria for awarding variable cash remuneration, within the EQT Bonus program, shall be measured over a period of one year. The variable cash remuneration may amount to no more than 100 percent of the annual base salary.
The EQT Bonus program consists of a performance assessment of the business as well as an individual performance assessment. Important business performance factors determining the size of the bonus is the success of the underlying business measured by business performance in the funds (investments and exits as well as portfolio and fund performance), business profitability, fundraising, sustainability as well as organizational development. The individual performance is assessed versus agreed targets as well as meeting, exceeding or not meeting high set individual performance expectations for the individual in the current role.
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 shall be responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other members of the Executive Committee, the CEO shall be responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by
The Executive Committee partly consists of owners of
Pension
All members of the Executive Committee shall be covered by defined contribution pension plans, for which pension premiums shall be based on the members' base salary and paid by the company during the period of employment. For current members of the Executive Committee pension contributions shall be based on base salary and follow contribution levels in accordance with local market practice, except for the application of a cap. For
Other benefits
Other benefits, such as insurances (health, life, travel), sports contributions or occupational health services, should be payable to the extent this is considered to be in line with market conditions in the market concerned. Premiums and other costs relating to such benefits may amount to no more than 25 percent of the annual base salary.
Termination of employment and terms for severance pay for the CEO
A twelve month notice period will apply if notice is given by the CEO or
Termination of employment and terms for severance pay for senior executives
In the event of notice being given by the
Salary and employment conditions for employees taken into account during preparations of these guidelines
In the preparation of the board of directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the
The decision-making process to determine, review and implement the guidelines
The board of directors has established a remuneration committee. The committee's tasks include preparing the board of directors' decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the shareholders' meeting. The guidelines shall be in force until new guidelines are adopted by the shareholders' meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the Executive Committee, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the
Deviation from the guidelines
The board of directors may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there may be special cause for the deviation and a deviation should be necessary to serve the
Description of material changes to the guidelines and how the views of shareholders' have been taken into consideration
No material changes have been made to these suggested guidelines, compared to the guidelines previously approved. However, it has been clarified that sustainability shall be taken into consideration in relation to variable remuneration. Furthermore, the previous Capital Raising and Client Relations responsible was entitled to a variable remuneration corresponding to maximum 700 percent of the annual base salary. Following changes in the composition of the Executive Committee during 2020, this is no longer applicable. Finally, it has been clarified that owners that owned more than 1.5 percent of the shares of
Item 18 - Authorization for the board of directors to issue shares
The board of directors proposes that the Meeting resolves to authorize the board of directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve upon issuances of new shares to be paid by way of set-off and/or in kind. Shares may be issued without preferential rights for the shareholders of
The purpose of the authorization is to provide flexibility for acquisitions of companies, businesses or parts thereof. Any issue of new shares resolved upon pursuant to this authorization shall be made at market terms and conditions.
The nomination committee's proposals
The nomination committee, consisting of
Item 2 - The chairperson of the Meeting
Attorney Erik Sjöman or, in case he is prevented, the person assigned by the nomination committee instead.
Item 12a - The number of board members who shall be appointed by the Meeting
Eight members of the board of directors and no deputy members of the board of directors.
Item 12b - The number of auditors and deputy auditors who shall be appointed by the Meeting
One registered auditing company as auditor and no deputy auditor.
Item 13a - Fees to the board of directors
A total cash compensation to the board of directors of
EUR 1,150,000 , whereofEUR 275,000 (EUR 275,000 ) to the chairperson andEUR 125,000 (EUR 125,000 ) to each of the other members of the board of directors who are not employed by the company, andEUR 180,000 as compensation for work in the committees of the board of directors, to be allocated as follows:
EUR 40,000 (EUR 40,000 ) to the chairperson of the audit committee andEUR 20,000 (EUR 20,000 ) to each of the other members, and
EUR 40,000 (EUR 40,000 ) to the chairperson of the remuneration committee andEUR 20,000 (EUR 20,000 ) to each of the other members.
The nomination committee recommends members of the board of directors (who do not already have such holding) to acquire, over a three-year period, listed
Item 13b - Fees to the auditors
Auditors' fees are proposed to be paid upon approval of their invoice.
Item 14 - The board members and chairperson of the board of directors
The following persons are proposed for re-election as members of the board of directors:
Item 15 - The auditors and deputy auditors
The registered auditing company
Proposals with respect to persons to approve the minutes and voting list
Item 3 - Persons to approve the minutes
Item 4 - Voting list
The voting list proposed for approval under item 4 on the agenda is the voting list prepared by
Majority rules
The implementation of the board of directors' proposal under item 18 on the agenda is subject to the approval at the Meeting with at least 2/3 of both the votes cast and of the shares represented at the Meeting.
Further information
Information about all persons proposed as members of the board of directors, information about proposed auditor and the nomination committee's motivated statement regarding the proposal for the board of directors can be found on EQT's website: www.eqtgroup.com.
The annual report, the remuneration report and other documents are available at EQT's head office at Regeringsgatan 25 in
Proxy forms for shareholders who wish to vote in advance or participate and vote online by proxy are available on EQT's website: www.eqtgroup.com, and will be sent free of charge to the shareholders who so request and state their postal address.
For information on how personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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The board of directors
https://news.cision.com/eqt/r/welcome-to-the-eqt-ab-annual-shareholders--meeting-2021,c3337951
https://mb.cision.com/Main/87/3337951/1411349.pdf
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