L E LUNDBERGFÖRETAGEN AB The shareholders of
In light of the risk of the spread of Covid-19, the Board of Directors (the "Board") has decided pursuant to temporary legislation that the Meeting will be conducted without physical presence, by shareholders exercising their voting rights only by postal voting. Information about the decisions made by the Meeting will be published on
REGISTRATION AND VOTING
A shareholder who wishes to participate in the Meeting, through postal voting must be listed as a shareholder in the presentation of the share register prepared by
Shareholders exercise their voting rights at the Meeting only by voting in advance using postal voting in accordance with Section 22 of the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for postal voting. The form, and a proxy form, is available at www.lundbergforetagen.se and will be sent by mail to the shareholders that asks for it. No separate registration is required; a completed and signed postal voting form is valid as notice to participate in the Meeting.
Completed and signed postal voting form must be received by Lundbergföretagen no later than on
Shareholders who are natural persons may sign the form electronically by verifying with BankID at www.lundbergforetagen.se. The electronic signing must be given at
Shareholders may not assign specific instructions or conditions to the postal vote; they are only to choose one of the options at each item. The postal voting form will be deemed to be invalid in its entirety if this happens.
The voting form, together with attached power of attorney and authorization documentation if needed, must be received by
In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of
PROPOSED AGENDA
1. Election of Chairman of the Meeting.
2. Election of one or two officers to verify the minutes.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of
a) the annual report and the auditors' report, and the consolidated accounts and auditors' report on the consolidated accounts.
b) the auditor's statement on the level of compliance with the principles for remuneration of senior executives applicable since the preceding Annual General Meeting.
7. Motions concerning
a) adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet
b) discharge of the Board of Directors and the President from personal liability
c) the disposition to be made of the Company's profit or loss as shown in the balance sheet adopted by the Meeting.
8. Determination of the number of members of the Board and deputies and determination of auditors and any deputy auditors to be elected by the Annual General Meeting.
9. Determination of the fees to be paid to the Board members and auditors.
10. Election of members of the Board, deputy Board members and Chairman of the Board.
11. Election of auditors and deputy auditors.
12. Motion regarding approval of remuneration report.
13. Motion on amendments to the Articles of Associations.
14. Motion to authorize the Board to acquire shares in the company.
ELECTION OF CHAIRMAN OF THE MEETING
(item 1 of the agenda)
Shareholders representing slightly more than 90% of the voting rights propose that Chairman of the Board
ELECTION OF ONE OR TWO OFFICERS TO VERIFY THE MINUTES
(item 2 of the agenda)
The Board propose
PREPARATION AND APPROVAL OF THE VOTING LIST
(item 3 of the agenda)
The voting list that is proposed for approval is the voting list prepared by
DIVIDEND
(item 7c of the agenda)
The Board proposes that the Annual General Meeting resolve on payment of dividend of
ELECTION OF MEMBERS OF THE BOARD, CHAIRMAN OF THE BOARD, AUDITORS AND DETERMINATION OF FEES
(items 8, 9, 10 and 11 of the agenda)
Shareholders representing slightly more than 90% of the voting rights propose the following.
The number of members of the Board of Directors shall be nine without deputies. It is proposed that
Rule 4.1 of the Swedish Corporate Governance Code has been applied as the company's diversity policy, which entails that the Board of Directors is to have a composition appropriate to the company's operations, phase of development and other relevant circumstances, that the Board members elected by the Annual General Meeting are to exhibit diversity and a breadth of qualifications, experience and background, and that the company is to strive to achieve a balanced gender distribution.
Director fees will be paid in a total amount of
The Board propose that the company have a registered public accounting firm as its auditor, that the accounting firm
The Board recommend at first election of
BOARD OF DIRECTORS' MOTION CONCERNING GUIDELINES FOR EXECUTIVE REMUNERATION
(item 12 of the agenda)
The Board proposes that the Meeting resolves to approve the Board's report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(item 13 of the agenda)
The Board proposes that the Meeting resolves to amend the Articles of Association. A new section is proposed to be inserted in the Articles of Association section 7, allowing the Board to decide that the shareholders shall be entitled to exercise their voting rights by post before the General Meeting.
Further the Board proposes the following minor changes in section 1, 7 and 10, to adjust the Articles of Associations to implemented law changes. The Board proposes the Chief Executive Officer to make the minor adjustments that may prove necessary in connection with the registration of the Articles of Association to the Swedish Companies Registration Office.
The proposal from the Board means that section 1 is changed from "The registered name of the Company is L E Lundbergföretagen Aktiebolag (publ)." to "The business name of the Company is L E Lundbergföretagen Aktiebolag (publ)."
The proposal from the Board means section 7, fifth sentence changes from "To be entitled to participate in the business of a General Meeting, shareholders shall, firstly, be registered in the transcript or other presentation of the share register pertaining to the conditions prevailing five days prior to the Meeting and, secondly, notify the Company of their intention to attend the Meeting not later than the day stipulated in the official notice of the General Meeting." to "To be entitled to participate in the business of a General Meeting, shareholders shall notify their intention to the Company not later than on the day stipulated in the notice convening the General meeting."
Further, the proposal from the Board stipulate a new section in the end of section 7 "The Board may before a General Meeting decide that the shareholders will be able to exercise their voting rights in advance (postal voting) pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish companies Act (2005:551).
Finally, the proposal from the Board means that section 10 is changed from "The Company is a SCD (central securities depository) company in accordance with the Financial Instruments Act (1998:1479)" to "The Company's shares shall be registered in a
The Meeting's resolution according to the Board's motion under item 13 on the agenda requires that shareholders representing at least two-thirds of the votes cast as well as the shares represented at the Meeting approve the resolution.
THE BOARD OF DIRECTORS' MOTION CONCERNING AUTHORIZATION OF THE BOARD TO ACQUIRE TREASURY SHARES IN THE COMPANY
(item 14 of the agenda)
The Board of Directors' motion entails that the Board be authorized during the period up to the close of the following Annual General Meeting to acquire Series B treasury shares subject to the restriction that the holding may not at any time exceed 10% of all of the shares in the Company. Such share acquisitions must take place on NASDAQ Stockholm at the share price applicable on the acquisition date. The aim of any buy-backs will be to enable to the Board to adjust the Company's capital structure during the period up to the next Annual General Meeting.
In order for this resolution to be valid, it must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
AVAILABLE DOCUMENTATION
The annual report, auditors' report and the auditors' statement concerning compliance with the principles for the remuneration of senior executives, the Board's reasoned statement for motions under items 7c and 14 will be available from the Company and on the Company's website www.lundbergforetagen.se not later than
The Company's share ledger will be kept available at
The documents will be sent to shareholders who so request and state their address.
TOTAL NUMBER OF SHARES AND VOTES
The total number of shares in the Company is 248,000,000, of which 96,000,000 are Series A shares and 152,000,000 are Series B shares. Series A shares carry ten votes and Series B shares carry one vote. The total number of voting rights in the Company is 1,112,000,000. No shares are held in treasury by the Company.
INFORMATION BEFORE THE GENERAL MEETING
The Board and the CEO shall, should any shareholder so request and provided that the Board is of the opinion that this can occur without significant damage to the company, provide disclosures regarding conditions that could impact upon the evaluation of a motion on the agenda, conditions that could impact on the evaluation for the Company's or Subsidiary's financial situation, and the Company's relationship to other Group companies. Request for information can be sent to
E-mail: anmalan@lundbergs.se
Regular mail:
The Shareholder should state their e-mail address and telephone number. Requests of such information must be submitted in writing to the Company no later than
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the Annual General meeting, visit https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_final_30112020.pdf
L E Lundbergföretagen Aktiebolag (publ) (corporate registration number 556056-8817, with registered office in the municipality of
BOARD OF DIRECTORS
+46 8-463 06 00
information@lundbergs.se
https://news.cision.com/l-e-lundbergforetagen-ab--publ-/r/invitation-to-annual-general-meeting-2021,c3298956
https://mb.cision.com/Main/1033/3298956/1381496.pdf
(c) 2021 Cision. All rights reserved., source
