HOIST FINANCE AB Notice of the Annual General Meeting in
Shareholders of
Notification of attendance
Shareholders who wish to attend the Annual General Meeting shall both, be registered in the shareholders' register maintained by
Notification shall be given in writing and sent to:
Annual General Meeting
Box 7848
103 99 Stockholm
or bolagsstamma@hoistfinance.com
The notification must include the shareholder's name, personal identification number/registration number, address, telephone number and the number of shares held and, if any, the number (maximum two) and name of accompanying assistants.
Representatives of minors and corporate representatives shall submit authorisation documents to the company well in advance of the Annual General Meeting. A certificate of registration (or equivalent documents) evidencing the authority to issue the power of attorney, shall be enclosed if the power of attorney is issued by a legal entity. Power of attorney forms will be available on the company's webpage, www.hoistfinance.com.
To be able to attend and vote at the Annual General Meeting, the shareholders whose shares are registered in the name of a nominee must have such shares temporarily registered in their own names, in the shareholders' register maintained by
Shareholders' right to request information
The Board of Directors and the 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 at the Annual General Meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company's or subsidiaries' financial position and the company's relation to other group companies. Shareholders, who wish to submit questions ahead of the Annual General Meeting, shall send these to:
Annual General Meeting
Box 7848
103 99 Stockholm
or bolagsstamma@hoistfinance.com
Proposed agenda
- Opening of the meeting
- Election of the Chairman of the meeting
- Drawing up and approval of voting list
- Approval of the agenda
- Election of two persons to verify the minutes
- Determination of whether the meeting has been duly convened
-
Presentation of the Annual Report and the auditor's report, and the consolidated financial statements and the consolidated audit report, for the financial year 1 January -
31 December 2023 - Presentation by the CEO
- Presentation of the Board's work in 2023 by the Chairman of the Board
- Resolution on adoption of the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet
- Resolution on disposition of the company's earnings according to the approved balance sheet
- Resolution on remuneration report
- Resolution on discharge from personal liability of the Directors and the CEO
- Resolution on the number of Directors, remuneration to be paid to the Directors and to the auditor, election of Directors, the Chairman of the Board and election of auditor
- Resolution on guidelines for remuneration to senior executives
- Resolution on adoption of Share Investment Program 2024 and issue of shares
- Resolution on authorisation for the Board of Directors to resolve on new issues of shares
- Resolution on authorisation for the Board of Directors to resolve on acquisitions of own shares
- Closing of the meeting
Proposals
The Nomination Committee consisting of Per Arwidsson, Chairman (
The Board of Directors has submitted proposals to be resolved upon under items 11, 12 and 15-18 on the agenda.
Item 2 - Election of the Chairman of the meeting
The Nomination Committee proposes Lars Wollung, chairman of the Board of
Item 11 - Resolution on disposition of the company's earnings according to the approved balance sheet
The Board of Directors proposes that the Annual General Meeting 2024 resolves to not distribute a dividend to the shareholders of
Item 12 - Resolution on remuneration report
The Board of Directors proposes that the Annual General Meeting 2024 resolves to approve the Board of Directors' report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Item 14 - Resolution on the number of Directors, remuneration to be paid to the Directors and to the auditor, election of Directors, the Chairman of the Board and election of auditor
The Nomination Committee proposes the following:
- That the Board of Directors shall be composed of six (6) members, with no deputy members;
-
Re-election of
Bengt Edholm ,Camilla Philipson Watz ,Christopher Rees ,Rickard Westlund , Lars Wollung and Peter Zonabend as members of the Board of Directors for the period until the end of the next Annual General Meeting; and - Re-election of Lars Wollung as Chairman of the Board of Directors.
A presentation of the persons proposed to be re-elected as Board members will be available at the company's website, www.hoistfinance.com.
The Nomination Committee suggests the following board remuneration.
- Chairman of the Board of Directors:
SEK 1,770,000 (previouslySEK 1,475,000 ) -
Member of the Board of Directors:
SEK 588,000 (previouslySEK 490,000 ) -
Chairman of the
Risk and Audit Committee :SEK 240,000 (previouslySEK 200,000 ) -
Member of the
Risk and Audit Committee :SEK 150,000 (previouslySEK 125,000 ) -
Chairman of the Investment Committee:
SEK 280,000 (previouslySEK 200,000 ) -
Member of the Investment Committee:
SEK 175,000 (previouslySEK 125,000 ) -
Chairman of the
Finance Committee :SEK 250,000 (unchanged) -
Member of the
Finance Committee :SEK 150,000 (unchanged) -
Chairman of the Remuneration Committee:
SEK 120,000 (previouslySEK 100,000 ) -
Member of the Remuneration Committee:
SEK 60,000 (previouslySEK 50,000 )
The Nomination Committee proposes, in accordance with the recommendation from the board's
The Nomination Committee proposes that the auditor shall be entitled to a fee in accordance with approved invoices.
Item 15 - Resolution on guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual General Meeting resolves on updated guidelines for remuneration to senior executives. Compared with the current guidelines, two amendments are proposed to the effect that (i) other benefits, may amount to no more than 20 per cent (currently 10 per cent) of the fixed annual salary, and (ii) that severance payments may be made. The Board has not received any comments from the shareholders concerning the existing guidelines for remuneration to senior executives.
These guidelines cover senior executives in
The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
The remuneration in
Types of remuneration
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the General Meeting may, irrespective of these guidelines, resolve on, among other things, share-related or share price-related remuneration.
Fixed cash salary
Salaries shall be gender- and age-neutral and cannot be discriminatory.
Variable cash remuneration
Variable cash remuneration for senior executives shall not exceed 100 per cent of the fixed annual cash salary. Variable remuneration is based on various financial and non-financial criteria, and is linked to the performance of the
Variable remuneration takes into account the risks involved in the Company's operations and is proportional to the group's earning capacity, capital requirements, profit/loss and financial position. The payment of variable remuneration must not undermine the group's long-term interests and is contingent upon the recipient's compliance with internal rules and procedures. Variable remuneration is not paid to a senior executive who has participated in or been responsible for any action resulting in significant financial loss for the group or the relevant business unit.
For senior executives, payment of 51 per cent of the variable remuneration is deferred for a period of at least three years. Variable remuneration, including deferred remuneration, is only paid to the extent warranted by the group's financial situation and the performance of the group and the relevant business unit, and the senior executive's achievements.
The fulfilment of the criteria for payment of variable cash remuneration shall be measured during a period of one year. When the measurement period for the fulfilment of the criteria for the payment of variable cash remuneration has ended it shall be evaluated/determined to which extent the criteria have been fulfilled. The Remuneration Committee, and the Board of Directors with respect to remuneration to the CEO, are responsible for the assessment.
Pension benefits and other benefits
Pension and insurance are offered pursuant to national laws, regulations and market practices and are structured as collective agreements, company-specific plans or a combination of the two.
Other benefits may include, for example, life insurance, medicial insurance (Sw. sjukvårdsförsäkring) and company cars. Other benefits are designed to be competitive in relation to similar operations in each respective country. Such benefits may amount to no more than 20 per cent of the fixed annual cash salary.
For employments governed by other rules than Swedish rules, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Sign-on bonus
Remuneration for new hires, so-called "sign-on bonus", is only offered in exceptional cases and then only to compensate for non payment of variable remuneration relating to the senior executive's previous employment contract. Sign-on bonuses are paid during the year in which the senior executive begins to work. Decisions on exceptional cases are made in accordance with the decision-making process for variable remuneration.
Loans
Issuing loans to senior executives is not permitted.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees' total income, the components of the remuneration and the 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 Board of Directors has established a Remuneration Committee. The committee's tasks include the preparation of the
The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The chairman of the board may be the chairman of the Committee. Other Committee members elected by the General Meeting shall be independent of the Company and its executive management. The CEO and other members of the executive management team do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Termination of employment
Upon the group's termination of an employment contract, the maximum notice period is twelve months.
Remuneration to board members for services performed outside of their Board duties
Directors, elected at General Meetings, may in certain cases receive remuneration for services performed within their respective areas of expertise, outside of their Board duties. Compensation for these services shall be paid at market terms and be approved by the Board of Directors.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interest, including its sustainability, or to ensure the Company's financial viability. Since the Remuneration Committee's tasks include the preparation of the Board of Directors' resolution in remuneration-related matters, any resolutions to derogate from the guidelines shall also be prepared by the Remuneration Committee.
Item 16 - Resolution on adoption of Share Investment Program 2024 and issue of shares
The Board of Directors proposes that the General Meeting resolves on adoption of a long-term ownership program (the "Share Investment Program 2024") for senior executives and other key employees within the
The reasons for the proposal
The purpose of the Share Investment Program 2024 is to create conditions for recruiting and retaining competent personnel in the group. The Share Investment Program 2024 has been drawn up with the premise that the Board of Directors strives for senior executives and other key employees in the
- The Board of Directors' proposal on adoption of Share Investment Program 2024
Structure and participation
Senior executives and other key employees working in the
A Swedish private limited liability company will be formed for each participant, for the purpose of being used for participation in the program (the "
Approval of
The Board of Directors proposes that the general meeting approves
Category | The highest private investment by the participant per person | The highest investment by | Total capital for subscription of shares in |
CEO (1 person) | |||
CIO and CFO (2 persons) | |||
Other key employees (7 persons) | |||
Total |
According to Chapter 16 a of the Swedish Companies Act, certain transactions between related parties must be submitted to the general meeting for approval. In light of the fact that the Incentive Companies will be under the controlling influence of senior executives in
Main terms for participation in the Share Investment Program 2024
Notification of participation in the Share Investment Program 2024 shall be made to
A prerequisite for participation in the Share Investment Program 2024 is also that the participant commits to
There are no performance requirements for allocation in the program, as the subscription price at which the Incentive Companies may subscribe for shares according to the conditions set out under item B below is deemed to be market-based and
Conditions for the shares in the Incentive Companies
The conditions for the shares in the Incentive Companies will mainly be as follows.
- The shares in the Incentive Companies shall be issued in two series: ordinary shares and preference shares.
-
During the term of the program, the ordinary shares must be held exclusively by the participant personally and the preference shares must be held exclusively by
Hoist Finance , unless otherwise stated in the conditions for the program. The ordinary shares in the Incentive Companies and the shares inHoist Finance may be held through an endowment insurance by the participant and theIncentive Company respectively, if it is possible to secure that the terms and conditions of the Share Investment Program 2024 is fulfilled through an endowment insurance by an agreement with the insurance provider. - Each ordinary share shall carry one vote and each preference share shall carry one-tenth (1/10) vote.
- The preference shares shall have preferential rights over the ordinary shares to dividends and in the event of liquidation to an amount corresponding to the Preference Payment, calculated with an annual interest of 5 percent (the "Preference Amount").
-
Redemption of preference shares can take place after a resolution by the general meeting in the
Incentive Company at a redemption price in accordance with what is stated under the section "Redemption of preference shares in the Incentive Companies" below.
Redemption of preference shares in the Incentive Companies
At the end of the term of the Share Investment Program 2024,
However, the redemption price can never exceed the value of the assets in the
When the Share Investment Program 2024 has expired and
Early termination of the program
Individual participants' participation in the program can be terminated early. The participant's right to continue participating in the Share Investment Program 2024 ceases, and the participant's holdings within the program must therefore be terminated, if any of the following occurs during the duration of the program:
- If the participant's employment in the
Hoist Finance group ends. -
If the participant transfers ordinary shares in the
Incentive Company withoutHoist Finance's written approval. -
If the
Incentive Company transfers its shares inHoist Finance withoutHoist Finance's written approval.
The Board of Directors of
- If the market value of the Incentive Companies' shares in
Hoist Finance during a continuous period of at least two months falls below 85 percent of the total paid subscription price in the issue under item B below. -
In the event of a public takeover offer, merger or comparable transaction ("Change of Control Transaction") regarding
Hoist Finance pursuant to which theIncentive Company divests its shares inHoist Finance in the Change of Control Transaction.
A prerequisite for participation in the Share Investment Program 2024 is that the participants undertake through agreements to participate in a structured termination of their participation in the Share Investment Program 2024, in accordance with the conditions stated below, if the Board of Directors resolves on an early termination of the program or a participant's participation in the program shall be terminated according to the above.
In the event of an early termination of the program,
In the event of an early termination of the program due to a Change of Control Transaction,
Design and handling of the program
The proposal for the Share Investment Program 2024 has been prepared by the Board of Directors' remuneration committee together with external legal and tax advisers and has been resolved by the Board of Directors.
The Board of Directors, or the person appointed by the remuneration committee, shall be responsible for the detailed design and handling of the Share Investment Program 2024, including the drafting of agreements between
Costs for the program and dilution
The Board of Directors has made a preliminary cost calculation regarding the Share Investment Program 2024. The preliminary cost calculation is based on an assumption of full participation in the program and the highest possible investment in each
In connection with the adoption of the Share Investment Program 2024,
In the event of full subscription and allocation of the shares in the new issue directed to the Incentive Companies according to item B below, whereby at most 3,000,000 shares are allocated to the Incentive Companies,
Any tax consequences for the participants due to their participation in Share Investment Program 2024 is the participant's own responsibility to familiarize themselves with, with the help of their own tax advisor if necessary.
Existing incentive programs
At the Annual General Meetings of
No variable remuneration was granted under the LTIP programs adopted at the Annual General Meetings 2019, 2020 and 2021. However, variable remuneration was paid for the LTIP-program that was adopted at the Annual General Meeting 2022.
- The Board of Directors' proposal on resolution on directed issue of shares
In order to enable delivery of the shares according to the Share Investment Program 2024, the Board of Directors proposes that the General Meeting resolves on a directed issue of no more than 3,000,000 shares within the framework of the Share Investment Program 2024, entailing an increase in the share capital by no more than
(a) The right to subscribe for shares shall, with deviation from the shareholders' preferential rights, only be given to Incentive Companies formed for the purpose of participating in the Share Investment Program 2024 (defined under item A above), where the respective participant's
Category | Maximum number of shares |
CEO (1 person) |
1,020,000 shares/ |
CIO and CFO (2 persons) |
570,000 shares/ |
Other key employees (7 persons) |
120,000 shares/ |
(b) The reason for deviation from the shareholders' preferential rights is that the shares will be used within the framework of the Share Investment Program 2024.
(c) The shares shall be subscribed for during the period from and including
(d) The subscription price shall be determined to a price per share corresponding to the volume-weighted average price of
(e) Payment for subscribed shares shall be made in cash to an account designated by the company no later than
(f) The new shares shall entitle to dividend for the first time on the record date for dividends that occurs closest after the new shares have been registered and entered into the share register maintained by
(g) The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make minor adjustments to the above resolutions which may prove necessary in connection with registration with the
____________________
The Board of Directors' proposal for the adoption of the Share Investment Program 2024 in accordance with item A and resolution on directed issue of shares in accordance with item B constitute a joint proposal and shall be determined as one resolution. Resolution pursuant to the proposal from the Board of Directors is valid only when supported by shareholders representing no less than nine tenths of both the votes cast and the shares represented at the general meeting.
Item 17 - Resolution on authorisation for the Board of Directors to resolve on new issues of shares
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve, until the next Annual General Meeting, on one or several occasions, with or without deviating from the shareholders' preferential rights, against cash payment, through set-off or against consideration in kind, on issuance of new ordinary shares.
The number of shares in the company may, by virtue of this authorisation, not exceed an increase of ten (10) per cent of the number of shares on the date of the Annual General Meeting.
The purpose of this authorisation is solely to enable the raising of capital for financing of acquisitions of companies or businesses and larger portfolio investments.
The subscription price shall be marketable and determined in accordance with the prevailing market conditions at the time the shares are issued.
The Board of Directors also proposes that a resolution is adopted at the Annual General Meeting granting the CEO, or an individual appointed by the CEO, the authority to make any minor adjustments to the shareholders' resolution as may prove necessary in conjunction with the registration of the resolution.
For a valid resolution in accordance with the Board of Directors' proposal as per above, the resolution must be supported by shareholders representing at least two thirds of both the votes made and the shares represented at the Annual General Meeting.
Item 18 - Resolution on authorisation for the Board of Directors to resolve on acquisitions of own shares
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve, until the next Annual General Meeting, on one or several occasions, subject to applicable capital adequacy requirements at any given time, on acquisition of own shares according to the following terms and conditions:
- Acquisitions of own shares may be made of no more than so many shares that the company's holding of treasury shares at any given time amounts to no more than ten (10) per cent of the total number of shares in the company.
- Acquisitions of own shares may only be made on Nasdaq Stockholm and in accordance with the Nasdaq Stockholm Rulebook for Issuers.
- Acquisitions of own shares may only be made at a price per share within the spread registered on Nasdaq Stockholm from time to time, meaning the spread between the highest bid price and the lowest ask price.
- Payment for the shares shall be made in cash.
The mandate to repurchase the company's own shares provides the Board of Directors with an efficient tool to improve flexibility in the management of the capital structure and thus contribute to increasing shareholder value.
For a valid resolution in accordance with the Board of Directors' proposal as per above, the resolution must be supported by shareholders representing at least two thirds of both the votes made and the shares represented at the Annual General Meeting.
Number of shares and votes
At the time of issuing this notice there were in total 89,303,000 shares and votes in
Available documents
The accounts, the auditor's report, the auditor's statement regarding compliance with the previous guidelines for remuneration to the senior executives and the Board's complete proposals for decisions under items 11, 12 and 15-18 will be available to the shareholders at the company's office and at the company's website www.hoistfinance.com no later than Tuesday
A presentation of all proposed members of the Board of Directors, the Nomination Committee's complete proposals for decisions under item 2 and 14, and the Nomination Committee's motivated opinion regarding proposal for the Board of Directors is available on the company's website, www.hoistfinance.com.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
______________________
The Board of Directors
For further information please contact:
Email: ir@hoistfinance.com
Phone: +46 8 55 51 77 90
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