The shareholders of
Due to the extraordinary situation resulting from the covid-19 pandemic,
The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the annual general meeting so resolves or if shareholders with at least one tenth of all shares in the Company so requests.
Preconditions for participation
Shareholders that wish to participate in the annual general meeting through advance voting,
shall be registered in the share register maintained by
shall have notified the Company of their intention to participate at the annual general meeting no later than on Wednesday
Shareholders whose shares are registered in the name of a nominee/custodian must temporarily register their shares in their own names to be entitled to participate in the annual general meeting. Such registration must have been effected at
Advance voting
The shareholders may exercise their voting rights at the annual general meeting only 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.
A special form shall be used for advance voting. The form is available on the Company's website, www.nordic-paper.com. The advance voting form is considered as the notification of participation to the annual general meeting.
The completed form must be submitted to
Power of attorney forms for shareholders who wish to vote in advance by proxy are available at the Company's website, www.nordic-paper.com. For questions regarding the general meeting or to have the advance voting form sent by post, please contact
Proposed agenda
- Election of the chairman of the meeting.
- Election of two persons to verify the minutes together with the chairman of the meeting.
- Preparation and approval of the voting list.
- Presentation and approval of the agenda.
- Determination as to whether the meeting has been duly convened.
- Presentation of the income statement, balance sheet, consolidated income statement and consolidated balance sheet.
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Resolution on:
- the adoption of the income statement, balance sheet, consolidated income statement and consolidated balance sheet,
- the appropriation of the Company's profits or losses in accordance with the approved balance sheet, and
- discharging of the members of the board of directors and the CEO from liability.
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Determination of:
- the number of members of the board of directors, and
- and number of auditors and deputy auditors.
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Determination of:
- fees to be paid to the members of the board of directors, and
- fees to be paid to the auditors.
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Election of members of the board of directors and chairman of the board.
- Per Bjurbom (re-election),
Stefan Lundin (re-election)Ying Che (re-election),Helene Willberg (re-election),Karin Eliasson (re-election),Arne Wallin (re-election),- Chairman of the board: Per Bjurbom (re-election).
- Election of auditors and deputy auditors.
- Approval of guarantee commitments for subsidiaries.
- The nomination committee's proposal for instructions to the nomination committee ahead of the annual general meeting in 2022.
- Presentation of the board of directors' remuneration report for approval.
- Resolution on long term incentive programme in the form of warrants for senior executives.
- Resolution on authorisation to the board of directors to decide on the issuance of new shares
Proposals of the nomination committee
Items 1, 8-11 and 13: Election of chairman of the meeting, determination of the number of members of the board and auditors, determination of the fees to be paid to the members of the board and auditors, election of members of the board and chairman of the board, election of auditor and proposal for instructions to the nomination committee
The nomination committee of the Company proposes that the annual general meeting resolves in accordance with the following:
- Per Bjurbom, or the person proposed by the board of directors if he has an impediment to attend, shall chair the meeting.
- The number of members of the board of directors elected by the annual general meeting shall be six and the number of auditors shall be one chartered auditing firm.
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For the period until the end of the next annual general meeting, the members of the board shall be paid a total amount of
SEK 2,050,000 , of whichSEK 550,000 shall be paid to the chairman of the board andSEK 300,000 shall be paid to each other member of the board elected by the general meeting. For work within the committees of the board, for the period until the end of the next annual general meeting, the members shall be paid a total amount ofSEK 375,000 , of whichSEK 150,000 shall be paid to the chairman of the audit committee andSEK 75,000 to each other member of the audit committee andSEK 50,000 shall be paid to the chairman of the remuneration committee andSEK 25,000 to each other member of the remuneration committee. Auditor fees shall, in accordance with the audit committee's recommendation, be paid in accordance with approved invoice. -
Per Bjurbom,
Stefan Lundin ,Ying Che ,Helene Willberg ,Karin Eliasson andArne Wallin shall be re-elected as members of the board for the period until the end of the next annual general meeting. Per Bjurbom shall be re-elected as chairman of the board. For information regarding the proposed board members, reference is made to the Company's annual report. -
In accordance with the audit committee's recommendation, the chartered auditing firm Öhrlings
Pricewaterhousecoopers AB shall be re-elected as auditor for the period until the end of the next annual general meeting, with the request forMartin Johansson as auditor in charge. -
The instructions for the nomination committee shall be left unchanged, with exception for the date of the shareholder statistics from
Euroclear Sweden AB , which shall be the last banking day in August, instead of October, the year before the relevant annual general meeting.
Proposals of the board of directors
Item 2: Election of two persons to verify the minutes together with the chairman of the meeting
The board of directors proposes that Andreas Kihlblom, representing
Item 3: Preparation and approval of the voting list
The voting list proposed for approval is the voting list prepared by the Company, based on the shareholders' register for the general meeting and the advance votes received, as verified by the persons elected to approve the minutes.
Item 7 b: Appropriation of the Company's profits or losses in accordance with the approved balance sheet
The board of directors proposes that the annual general meeting resolves on a dividend of
Additional information board of directors' dividend proposal, including the board of directors' statement, is set out in the complete proposal which is provided in accordance with below.
Item 12: Approval of guarantee commitments for subsidiaries
In situations where a subsidiary to
The board of directors proposes, based on an analysis of the need of guarantees given the ongoing and planned investments in the group, that the annual general meeting, for the period until the end of the next annual general meeting, resolves to approve a frame of
Item 14: Presentation of the board of director's remuneration report for approval
The board of directors proposes that the annual general meeting resolves to approve the remuneration report for the financial year 2020 that has been prepared by the board of directors.
Item 15: Resolution on long term incentive programme in the form of warrants for senior executives
The board of directors proposes that the annual general meeting resolves to issue not more than 300,000 warrants within the scope of a long term incentive programme for senior executives within
The proposed incentive program is a three-year programme. In total, the incentive programme will encompass not more than 9 individuals. The incentive programme entails that senior executives within
Each warrant shall entitle the holder to subscribe for one new share in the Company at an exercise price equal to 120 percent of the volume-weighted average price of the Company's share during the period of ten trading days falling immediately before the offer for subscription of the warrants (the "VWAP"), however not lower than
If the volume-weighted average price of the Company's share during the period of ten trading days falling immediately before each exercise period (as described below) exceeds 170 percent of VWAP, the exercise price shall be increased with an amount corresponding to the part of such average price exceeding 170 percent of VWAP. Thereby, the participant's maximum outcome in the programme is capped.
Each warrant shall entitle the holder to subscribe for one new share in
The price per warrant upon transfer to the participants shall be established by an independent appraiser or auditor firm retained by the Company and correspond to the market value of the warrant calculated in accordance with the Black-Scholes valuation model. The full terms and conditions for the warrants have been resolved by the board of directors and are set out in the complete proposal which is provided in accordance with below. The exercise price and number of shares that each warrant entitles to subscribe for may be subject to adjustments as set forth in section 7 of the terms and conditions of the warrants.
A company within the
Allocation of warrants
Not more than 9 senior executives within
Category | Maximum number of warrants per person | Maximum total number of warrants per category |
CEO | 70,000 | 70,000 |
Other senior executives (8 persons) | 37,100 | 230,000 |
Maximum number of warrants in total | 300,000 |
Costs etc.
The total cost for the Company for the incentive programme, excluding the cost for the subsidy described below, is limited and is estimated not to exceed
The warrants will be transferred at market value and, therefore, no social security contributions are to be paid by the group in relation to the issue of the warrants.
The company will partly subsidize the participant's acquisition of warrants. The subsidy shall be paid at the end of the program. The subsidy to each participant shall correspond to 50 percent of the participant's investment net after taxes. The total cost for the subsidy, based on a warrant value of
In order to be eligible for the subsidy, with some exceptions, the participant shall, at the time of the payment of the bonus, be employed by the
The incentive programme is only expected to have a marginal effect on the Company's key ratios.
Dilution
Based on the number of shares in
The rationale for the incentive programme
The rationale for the incentive programme is to create opportunities to motivate and retain senior executives within
Preparation of the proposal
The incentive programme has been prepared by the board of directors in consultation with external advisors. In addition, the proposal has been prepared by the board of directors' remuneration committee and has been reviewed at meetings of the board of directors during the spring of 2021.
Majority requirements
A valid resolution in accordance with the proposal above requires approval of at least nine tenths (9/10) of the shares represented and votes cast at the general meeting.
Item 16: Resolution on authorisation to the board of directors to decide on the issuance of new shares
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, up and until the next annual general meeting, on one or several occasions and with or without preferential rights for existing shareholders, resolve on the issue of new shares, comprising a total of not more than 10 per cent of the total number of outstanding shares in the Company as at the time of the annual general meeting's resolution to approve the proposed authorization. It shall also be possible to make such an issue resolution stipulating in-kind payment, the right to offset debt or other conditions referred to in Chapter 13 Section 5 first paragraph item 6 in the Swedish Companies Act.
The purpose of the authorisation is to increase the financial flexibility of the Company and the acting scope of the board of directors. Should the board of directors resolve on an issue with deviation from the shareholders' preferential rights, the reason for this must be to finance acquisitions of companies or operations. Upon such deviation from the shareholders' preferential rights, the new issue shall be made at market terms and conditions.
The board of directors, or any person appointed by it, shall be authorised to make any minor adjustments to the resolution that may be necessary in connection with the registration with the
A valid resolution in accordance with the proposal above requires approval of at least two-thirds (2/3) of the shares represented and votes cast at the general meeting.
Number of shares and votes
As of the date of this notice there are in total 66,908,800 shares and votes in the Company. The Company does not hold any own shares as of the date of this notice.
Majority requirements
A valid resolution in accordance with item 16 above requires approval of at least two-thirds (2/3) of the shares represented and votes cast at the general meeting. A valid resolution in accordance with item 15 above requires approval of at least nine tenths (9/10) of the shares represented and votes cast at the general meeting.
Complete proposals etc.
The annual report and the auditor's report, the remuneration report, the complete proposals from the board of directors and the auditor's and the board of directors' statements according to the Swedish Companies Act will be held available at the Company's office on Tullhusgatan 1B, SE-652 26 Karlstad,
Right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board 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 may affect the assessment of the Company's financial position and the Company's relation to other companies within the group. A request for such information shall be made in writing to
Processing of personal data
More information regarding the processing of your personal data is available in
_________________________
Karlstad,
The board of directors
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