The shareholders of Mekonomen Aktiebolag (publ), reg. no. 556392-1971, are hereby given notice of the annual general meeting on Friday,
Due to the corona pandemic, the board has decided that the meeting 2021 should be held without physical presence of shareholders, representatives or third parties and that the shareholders should be able to exercise their voting rights only by post before the meeting. Information of the resolutions that the meeting will resolve will be disclosed on
A recording with CEO
Participation at the meeting
Shareholders who wish to attend the meeting by postal voting must:
- be listed as a shareholder in the presentation of the share register prepared by
Euroclear Sweden AB concerning the circumstances on Thursday,29 April 2021 , and
-
give notice of attendance by submitting a postal vote in accordance with the instructions under the section "Postal voting" below in such time that the postal vote is received by
Euroclear Sweden AB no later than Thursday,6 May 2021 . Notification to the meeting can only be made by submitting the postal vote.
To be entitled to participate in the annual general meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general 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 Thursday
Postal voting
Shareholders may only exercise their voting rights at the meeting by voting in advance, so called postal voting, according to section 22 of the Swedish Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and associations. A special form must be used for the postal vote. The form is available on www.mekonomen.com. The form for postal voting is valid as notification to the meeting.
Completed and signed form for postal voting can be sent by mail to
Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and https://anmalan.vpc.se/EuroclearProxy/.
If the shareholder votes by proxy, a written and dated power of attorney, signed by the shareholder, must be attached to the postal voting form, as well as other authorization documents. A proxy form is available on www.mekonomen.com.
Proposed agenda
- Election of a chairman of the meeting.
- Election of two persons to verify the minutes.
- Preparation and approval of voting register.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor's report, the consolidated financial statements and the auditor's report on the consolidated financial statements, and the auditor's statement on whether the guidelines for remuneration of senior executives have been adhered to.
- Resolution on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
- Resolution on discharge of the directors and CEO from liability.
- Resolution concerning disposition of the company's result in accordance with the adopted balance sheet.
- Determination of the number of directors and deputy directors.
- Determination of fees to the board and the auditor.
- Election of the board members and chairman.
- Election of auditor.
- Resolution on guidelines for remuneration of senior executives.
- Presentation and approval of the board's remuneration report.
- Resolution on a long-term share-based incentive program (LTIP 2021).
- Resolution on authorization to issue new shares.
- Resolution on amendments to the articles of association.
Proposals
Item 1 - Election of a chairman of the meeting
The nomination committee proposes
Item 2 - Election of two persons to verify the minutes
The board proposes that Arne Lööw, representing Fjärde AP-fonden, and Kristian Åkesson, representing
Item 3 - Preparation and approval of voting register
The voting register proposed to be approved is the voting register prepared by
The board recommends that no dividend for the financial year 2020 is to be paid and that that the earnings at the disposal of the meeting shall be carried forward to a new account.
Item 10 - Determination of the number of directors and deputy directors
The nomination committee proposes that the board shall consist of seven (7) meeting-elected members and no deputy members (unchanged).
Item 11 - Determination of fees to the board and the auditor
The nomination committee proposes that the following fees be paid to the directors and auditor:
SEK 650 000 to the chairman of the board (620,000),SEK 420 000 to the vice chairman (400,000) andSEK 315 000 to each of the other directors appointed by the meeting (300,000),-
for committee work,
SEK 125 000 to the chairman of the audit committee (120,000) and 55 000 to each of the other members of the audit committee (50,000), andSEK 50 000 to the chairman of the remuneration committee (45,000) andSEK 25 000 to each of the other members of the remuneration committee (25,000), and - auditor's fees in accordance with approved account.
Item 12 - Election of the board members and chairman
The nomination committee proposes:
- re-election of directors
Eivor Andersson , Kenny Bräck,Joseph M. Holsten ,Magnus Håkansson and Helena Skåntorp, -
election of
Robert M. Hanser and Michael Løve as new directors of the Board, and -
election of
Robert M. Hanser as chairman of the board.
The chairman of the board
Information on the individuals proposed is presented more in detail on www.mekonomen.com.
Item 13 - Election of auditor
The nomination committee proposes re-election of the auditing firm
Item 14 - Resolution on Guidelines for remuneration of senior executives
The Board proposes that the annual general meeting 2021 decides on the following guidelines for remuneration to senior executives to apply until the annual general meeting 2025 at the latest.
The guidelines comprise the CEO and other members of
The guidelines apply to agreements entered into after the resolution by the annual general meeting 2021 and where amendments are made to existing agreements after that time.
The guidelines promotion of the Company's business strategy, long-term interests and sustainability
Mekonomens overall strategy is to grow with good profitability.
A prerequisite for the successful implementation of the strategy and safeguarding of its long-term interests, is that
Remuneration forms
Fixed base salary
Short-term variable remuneration
In addition to the fixed base salary,
The criteria shall be determined annually by the Remuneration Committee and by the Board in relation to the CEO. The measurement period is one year. To what extent the criteria are met is evaluated and determined when the measurement period has ended. The short- term variable compensation is capped at a certain percentage of the fixed base annual salary. The percentage is linked to the position of the individual and varies between 33 and 60 percentage points for senior executives.
Long-term share-based incentive programs
Senior executives can be offered long-term share-based incentive programs resolved by the General Meeting.
At the annual general meeting 2019 and 2020, it was decided to implement a long-term share-based incentive programme. The programmes are structured for the purpose of aligning the shareholders' and participants' interests and thereby ensure maximum long-term value creation for
Pension benefits and other benefits
The terms for pension benefits for senior executives shall comply with or correspond to the Swedish ITP-plan, or the corresponding system for employees abroad. The CEO's pension benefit may instead amount to a maximum of 30 percent of the fixed base salary. The pension qualifying income is the fixed base salary. The normal retirement age shall be 65.
Other benefits may include health insurance and car benefit.
Notice period and severance terms
In case where the Company serves notice, a maximum notice period of twelve months applies. Severance pay upon termination from the Company may be payable in an amount corresponding to a maximum of twelve month's salary, in addition to salary during the notice period. The notice period upon notice by a senior executive is between six and twelve months.
Salary and employment conditions for employees
In the preparation of the Board's proposal for these guidelines, salary and employment conditions for employees of the Company have been considered by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee's and the Board's 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 has established a Remuneration Committee. The remuneration to the senior executives shall be decided by the Remuneration Committee. The remuneration to the CEO shall however be decided by the Board in its entirety. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the senior executive, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company.
The Remuneration Committee's tasks include preparing the Board's decision to propose guidelines for senior executive remuneration. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting. The guidelines shall apply until new guidelines are adopted by the annual general meeting. The CEO and other members of the senior executive do not participate in the Board's processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board may temporarily derogate from these guidelines, in whole or in part, if in an individual case there are special reasons for doing so and where the derogation is necessary to serve the Company's long term-interest, including sustainability, or assure its viability.
Potential material changes to the guidelines and how the views of shareholder's have been considered
The proposal of the Board to the annual general meeting 2021 does not imply any material changes in relation to the guidelines adopted in 2020. However, certain adjustments have been made regarding the description of
No comments were presented from the shareholders regarding the guidelines and the Company has therefore not had any such comments to take into consideration.
Item 15 - Approval of the board's remuneration report
The board proposes that the meeting approves the report prepared by the board of remunerations.
Item 16 - Resolution on a long-term share-based incentive program (LTIP 2021)
The board proposes that the meeting resolves to establish a long-term share-based incentive program (LTIP 2021) for Mekonomen Aktiebolag (publ) ("Mekonomen") in accordance with the following. The structure of the program is in accordance with the program resolved by the 2020 meeting.
LTIP 2021 in summary
The fundamental reason for establishing LTIP 2021 is to align the shareholders' interests with the interests of the company management and other key employees to ensure maximum long-term value creation and to encourage a personal shareholding in
LTIP 2021 comprises of approximately 30 employees, including the Group Management in
Participants in LTIP 2021
LTIP 2021 comprises approximately 30 employees, including the members of the Group Management in
Personal investment and vesting period
Participation in LTIP 2021 requires that the participant has a personal shareholding in
Terms and Conditions for Share Rights
The following terms and conditions shall apply for the Share Rights:
- Share Rights will be granted free of charge a certain time after the meeting.
- Share Rights cannot be transferred or pledged.
-
Allocation of shares in
Mekonomen , if any, shall generally be made within two weeks from the announcement ofMekonomen's interim report for the first quarter of 2024. A precondition for the right to be allocated shares by virtue of the Share Rights is that the participant has not sold any of his or her Investment Shares and, with certain limited exceptions, that the participant remains employed in theMekonomen Group until the announcement ofMekonomen's interim report for the first quarter of 2024. Further, allocation of shares requires that certain financial key ratios and performance targets be achieved byMekonomen in the manner described under the section "Performance targets" below. -
To align the participants' interests with the shareholders' interests,
Mekonomen will compensate the participants for dividends to shareholders by increasing the number of shares that each Share Right entitles to.
Performance targets
The Share Rights are divided into Series A and Series B. Of the five Share Rights, the participants receive one Share Right of Series A and four Share Rights of Series B. The number of Share Rights that entitles to allocation of shares depends on the achievement of the financial key ratios and performance targets that apply for the respective series as follows:
Series A Allocation requires that the total shareholder return1 (TSR) on
Series B Allocation requires that the total shareholder return2 (TSR) on
1 Including reversed dividends.
2 Including reversed dividends.
3 Excluding IFRS 16.
4 Reported EBIT adjusted for non-off items and goodwill amortization in
Structure and handling
The board shall be responsible for the more detailed structure and handling of LTIP 2021 within the framework of the stipulated conditions and guidelines. In the event significant changes take place in the
Scope
The maximum number of shares in
Hedge measures
The company intends to enter into an equity swap agreement with a bank to ensure the delivery of shares under the LTIP 2021, according to which the bank in its own name shall be able to purchase and transfer shares in
Scope and costs for the program
The Share Rights cannot be pledged or transferred to others. However, an estimated value of each Share Right can be calculated. The board has estimated the average value of each Share Right to
Effects on important key ratios
On a pro forma basis for 2020, an annual cost of MSEK 4,5 for LTIP 2021 corresponds to a negative effect of approximately 0,1 percentage points on
Drafting of the proposal
LTIP 2021 has been prepared by
Other incentive programs in
For a description of
The board's proposal for decision
In reference to the description above, the board proposes that the meeting votes in favor of LTIP 2021.
Majority requirement
The board's proposal for decision to introduce LTIP 2021 requires that the decision is approved by shareholders representing more than half of the votes represented at the meeting.
Item 17 - Resolution on authorization to issue new shares
The board proposes that the meeting resolve to adopt the following authorization.
The board is authorized, for the time period until the next annual general meeting, at one or several occasions, with preferential rights for the shareholders, or with deviation from shareholder preferential rights, to resolve upon new issues of a maximum of 5,641,662 shares. Such decision on new issue may include provisions that payment, in addition to cash payment, may be made in kind, through set-off or as else is set forth in chapter 13 paragraph 5 section 1 item 6 of the Swedish Companies Act. The purpose of the authorization is to enable
Item 18 - Resolution on amendments to the articles of association
According to Chapter 7, Sections 4 and 4a of the Swedish Companies Act (2005:551), the board may collect proxies as well as resolve that the shareholders shall be able to exercise their voting rights by post before the general meeting, if it is specified in the articles of association. The board therefore proposes that the annual general meeting 2021 resolves to include a new paragraph (§) to the articles of association to enable the board to collect proxies and approve postal voting prior a general meeting. In addition, the board proposes certain minor linguistic adjustments to the articles of association.
Proposed wording of § 13
"The Board of Directors may collect proxies pursuant to the procedure described in Chapter 7, Section 4, paragraph 2 of the Swedish Companies Act (2005:551).
The Board of Directors may resolve, before a general meeting of shareholders, that the shareholders shall be able to exercise their voting rights by post prior to the general meeting pursuant to Chapter 7, Section 4a of the Swedish Companies Act (2005:551). Voting by post may be made by electronic means if the Board of Directors so decides."
Special majority requirements
A resolution in accordance with items 17 and 18 require support of shareholders with at least two-thirds of the number of votes and shares represented at the meeting to be valid.
Documents
The nomination committee's complete proposals and motivated statement etc, and information on the proposed board members can be found on www.mekonomen.com.
The complete proposals of the Board are presented above. The annual report, the auditor's report, the remuneration report and the auditor's statement on the guidelines for remuneration of senior executives, are presented by keeping them available at the company, at Solnavägen 4, in
Shareholders' right to receive information
The board and CEO shall, if any shareholder so requests and if the board is of the opinion that it can be done without causing material harm to the company, provide information regarding circumstances that affect the assessment of an item on the agenda, conditions that may affect the assessment of the company's or a subsidiary's financial situation, and/or the company's relationship to other Group companies.
A request for such information shall be made in writing to Mekonomen Aktiebolag, Att. "AGM", Box 195 42, 104 32 Stockholm, or via e-mail to ir@mekonomen.se. The questions must be received by the company no later than on
Shares and votes
The total number of shares in the company on the day this notice was issued was 56,416,662, with one vote each, of which the company owns 93,250 treasury shares that may not be represented at the meeting.
Processing of personal data
For information about how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________
Mekonomen Aktiebolag (publ)
The Board of Directors
This is a translation of the Swedish original wording. In case of discrepancies, the Swedish version shall prevail.
https://news.cision.com/mekonomen/r/notice-of-annual-general-meeting-of-mekonomen-aktiebolag,c3316609
https://mb.cision.com/Main/550/3316609/1394645.pdf
(c) 2021 Cision. All rights reserved., source