The shareholders of
Due to the coronavirus, the Board of Directors has decided that the Annual General Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting should be able to exercise their voting rights only by post. Information on the resolutions passed at the meeting will be disclosed on
Since the Annual General Meeting will be conducted without the physical presence of shareholders, representatives or third parties, there will not be any speech by the CEO. However, a pre-recorded speech will be made available on the company's website prior to the Annual General Meeting.
Registration and notification
Shareholders who wish to participate in the Annual General Meeting by postal voting must
- Be recorded in the share register kept by
Euroclear Sweden AB on Wednesday28 April 2021 , and
-
Give notice of their intention to participate no later than Wednesday
5 May 2021 , by casting their postal votes in accordance with the instructions under the heading Postal voting below so that the postal voting form is received byComputershare no later than that day. Please note that the notification to the Annual General Meeting can only be made by postal voting.
For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation by submitting its postal vote, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by
Postal Voting
The Board of Directors has decided that shareholders should be able to exercise their voting rights only by 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 associations. A special form must be used for the postal vote. The form for postal voting is available on the company's website proact.eu. Completed and signed forms for postal voting can be sent by mail to
The Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions or conditions can be found on the postal voting form and at proact.eu.
Power of attorney
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company's website proact.eu. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
Shareholders' right to receive 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 regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to the company no later than ten days prior to the Annual General Meeting, i.e. no later than
The total number of shares and votes in the company at the time of this notice amounts to 9,333,886 of which 182,269 are owned by the company.
Proposed agenda
- Election of chairman of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of at least one person to approve the minutes
- Examination of whether the meeting has been properly convened
- Presentation of the annual report and auditor's report as well as the consolidated accounts and the auditor's report for the consolidated accounts
- Resolution on adoption of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet
- Resolution on allocation of the company's profit or loss according to the adopted balance sheet
- Resolution to discharge the board members and the managing director from liability
- Determination of number of board members and deputy board members
- Determination of fees payable to the board members and to the auditors
- Election of board members and chairman of the board as well as auditor
- Resolution on approval of the remuneration report
- Decision on performance share plan and transfer of repurchased shares
- Nomination committee for the Annual General Meeting in 2022
- Resolution on authorization for the board of directors to decide on new share issue
- Resolution on authorization for the board of directors to acquire and transfer of trasury shares
- Resolution on a share split and to amend the articles of association accordingly
- Resolution on amendments to the articles of association
The nomination committee's proposal for election of chairman at the meeting (item 1), election of board members and auditor, etc. (items 10-12) and nomination committee for the Annual General Meeting in 2022 (item 15)
The nomination committee proposes
The nomination committee proposes that the board shall consist of five board members with no deputy board members and proposes to re-elect
The nomination committee proposes PwC to be elected as auditors of the company, for the time period up until the end of the Annual General Meeting in 2022.
The nomination committee proposes that fees to the board members shall be
The nomination committee proposes that the nomination committee for the Annual General Meeting in 2022 consists of representatives of the four largest shareholders seen to the number of votes per
The chairman of the board shall summon the first meeting. The nomination committee shall prepare and make proposals to the Annual General Meeting of election of chairman of the meeting, election of chairman of the board and other board members, the fee to be allocated between the chairman and the other board members, compensation, if any, for work with the committee and election of auditor and fees to the auditors as well as decision on principles for the appointment of a nomination committee. If any member leaves the nomination committee before his/her work is completed, the shareholder who appointed the member shall at first hand be offered the opportunity to appoint a new member or, if this is not made, the next of the larger shareholders shall be given the opportunity to appoint a member.
Preparation and approval of voting list (item 2)
The voting list proposed for approval is the voting list drawn up by the Chairman at the Annual General Meeting on behalf of the company, based on the general meeting's share register and advance votes received, as verified and recommended by the person approving the minutes.
Approval of the agenda (item 3)
The Board of Directors proposes that the agenda, which is included in this notice to the Annual General Meeting, be approved as the agenda at the Annual General Meeting.
Election of at least one person to approve the minutes (item 4)
It is proposed that one person is appointed to approve the minutes. Stephanie Göthman, representing Skandia Liv och
Examination of whether the meeting has been properly convened (item 5)
It is proposed that the general meeting approve the convening of the Annual General Meeting.
Resolution on adoption of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet (item 7)
It is proposed that the Annual General Meeting approve the income statement and balance sheet included in the provided annual report, as well as the consolidated income statement and consolidated balance sheet.
The board of directors' proposed allocation of the company's profit or loss (item 8)
The board proposes a dividend of
The record date for dividends is proposed to be
Resolution on approval of the remuneration report (item 13)
The Board proposes that the Annual General Meeting resolves to approve the Board's remuneration report in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on a performance share plan and transfer of own shares (item 14)
The board proposes that the Annual General Meeting resolves on a performance share plan ("Performance Share Plan 2021") for
(A) Performance Share Plan 2021
1.1 Performance Share Plan 2021 in brief
Performance Share Plan 2021 follows the same structure as the performance share plan resolved at the Annual General Meeting 2020. Performance Share Plan 2021 is designed to drive profitability and growth, and comprises approximately 17 persons consisting of the CEO (the President), the Group Management and additional key employees of the company. To participate in the plan, a personal investment in
Through a share-based incentive plan, the employees' rewards can be linked to the company's future earnings and value growth. The long-term value growth is thereby rewarded, and the shareholders and the concerned employees have the same goals.
1.2 Participants in Performance Share Plan 2021
Performance Share Plan 2021 comprises approximately 17 persons, divided into three categories based on their position in the company. The first category includes the CEO of the company, the second category comprises approximately nine employees who are part of the Group Management and the third category comprises approximately six additional key employees in the
1.3 The personal investment and allocation of share rights
To participate in the plan the participant is required to acquire shares in
1.4 Terms and conditions for share rights
The following terms and conditions apply for the share rights:
- Share rights are allocated free of charge.
- The participants are not entitled to transfer, pledge or divest the share rights or exercise any shareholders' rights regarding the share rights.
-
The allocation of
Proact shares in accordance with the share rights requires, with certain limited exemptions, that the participant remains employed within theProact group and that none of the Investment Shares acquired initially have been divested during the Vesting Period. In addition, allocation ofProact shares requires thatProact has achieved performance targets in accordance with below. Proact will compensate the participants ifProact pays dividends exceeding the high end of the range according toProact's dividend policy.-
The maximum value (including any compensation that the participants receive for dividends paid) that a participant can receive per share right is limited to an amount of
SEK 600 . If the value of theProact share, at the time of allocation of shares, exceeds the maximum value, the number of shares to be allocated shall be reduced accordingly.
1.5 Performance targets
The allocation of
1.6 Formulation and administration
The board, or a specific committee appointed by the board, shall be responsible for the formulation and administration of Performance Share Plan 2021 within the scope of the terms and directions set out herein. If the delivery of shares to persons outside of
1.7 Scope
The maximum number of
1.8 Hedging
In order to secure the delivery of
1.9 Estimated costs and the value of Performance Share Plan 2021
The share rights cannot be pledged or transferred to others. However, an estimated value for each share right can be calculated. The board has estimated that the average value of each share right is
The costs are treated as staff costs in the profit and loss accounts during the Vesting Period, in accordance with IFRS 2 on share-based payments. In the profit and loss accounts, social security costs will accrue in accordance with UFR 7 over the Vesting Period. The size of these costs will be calculated on the
1.10 Key ratios
The estimated annual cost of MSEK 1.8 according to the above, corresponds on a pro forma basis for 2020 to a negative effect of approximately 0.05 percentage points on
1.11 The preparation of the proposal
Performance Share Plan 2021 has been initiated by the board and prepared together with external advisors. The plan has been prepared by the remuneration committee and processed at board meetings during the first months of 2021.
1.12 Other incentive plans in
1.13 The proposal by the board
Referring to the description above, the board proposes that the Annual General Meeting resolves to introduce Performance Share Plan 2021.
1.14 Majority requirement
A resolution to introduce Performance Share Plan 2021 is valid where supported by shareholders holding more than half of the votes cast at the Annual General Meeting.
(B) Transfer of shares to participants in Performance Share Plan 2021
2.1 Background
In order to implement Performance Share Plan 2021 in a cost-efficient and flexible manner, the board has considered different methods for ensuring the delivery of
Based on these considerations, the board intends to ensure delivery by transferring shares held by
2.2 The board's proposal to resolve on transfer of own shares to the participants
The board therefore proposes that the Annual General Meeting resolves on the transfer of own shares in accordance with the terms set out below:
(i) Transfer can be made of no more than 41,000
(ii) The transfer of shares shall be made without payment at the time and in accordance with the terms and conditions that the participants in Performance Share Plan 2021 are entitled to receive allocation of shares.
The reason for the deviation from the shareholders' preferential rights is that the transfer of the shares is part of executing Performance Share Plan 2021. Therefore, the board considers it to be to the benefit of
2.3 Majority requirement
The board's proposal to resolve on transfer of own shares to the participants above is valid if supported by shareholders holding no less than nine-tenths of both the votes cast and the shares represented at the Annual General Meeting. The board's proposal pursuant to this item B is conditional upon that the board's proposal on Performance Share Plan 2021 is approved by the Annual General Meeting (item A above).
Resolution on authorization for the board to decide on new share issue (item 16)
The board proposes that the Annual General Meeting authorizes the board to, without deviating from the shareholders' preferential right, at one or more occasions, until the date of the next annual general meeting decide on new share issues of a total of no more than 933,000 shares (corresponding to 2,799,000 shares after the proposed share split). This equals a dilutive effect of app. 10 per cent of equity and votes at full use of the authorisation. It is noted that issues in accordance with the authorisation however will be limited so that issued shares together with any repurchased shares according to the authorisation proposed under item 18 amounts to a total of not more than 10 per cent of the at each time outstanding number of shares.
Resolution on a new share issue may also include a provision regarding that new shares may be paid through set-off or by non-cash consideration with or without deviating from the shareholders' preferential right. Payment through set-off may however only be made in connection with acquisition of companies.
The board, or the person appointed by the board, is proposed to be authorized to make the minor adjustments to the decision that may prove necessary in connection with the registration of the decision by Bolagsverket.
Resolution on authorization for the board to decide upon acquisition and transfer of the company's treasury shares (item 17)
The board proposes that the Annual General Meeting authorizes the board to decide on acquisition and transfer of treasury shares is accordance with the following. Acquisition of shares in the company may only be made either on Nasdaq Stockholm (the Marketplace) or in accordance with an offer to all shareholders of the company. Acquisition may only be made of a maximum amount of shares so that the number of treasury shares together with any newly issued shares in accordance with the authorisation proposed under item 16, amounts to a total of not more than 10 per cent of the at each time outstanding number of shares and furthermore provided that, after repurchase, there is still full coverage of the company's restricted equity.
Transfer of shares in the company may be carried out with a right to transfer deviating from the shareholders' preferential rights and it should be possible to make a payment by means of non-cash consideration, i.e. through contribution in kind or set-off. Payment through set-off may however only be made in connection with acquisition of a company. Transfer may be made of the entire number of shares which the company at each time holds. Transfer may not be made on the
Resolution on a share split and to amend the articles of association accordingly (item 18)
The board proposes that the Annual General Meeting resolves on a share split in a ratio of 3:1, whereby each existing share is divided into three new shares. The number of shares in the company is increased by way of the share split from the current 9,333,886 to 28,001,658 and the quota value per share decreases from approx.
Due to the proposed share split, the board proposes that the Annual General Meeting resolves to amend the Articles of Association as follows.
Current wording:
§ 5 The number of shares shall be a minimum of five (5) million and a maximum of twenty (20) million.
Proposed wording:
§ 5 The number of shares shall be a minimum of fifteen (15) million and a maximum of sixty (60) million.
The board, or the person appointed by the board, is proposed to be authorized to make the minor adjustments to the decision that may prove necessary in connection with the registration and completion of the decision with
Resolution on amendments to the articles of association (item 19)
The board proposes that the Annual General Meeting passes a resolution to amend the Articles of Association. According to Chapter 7, Section 4 of the Swedish Companies Act (2005:551) the board may collect proxies for the general meeting if it is specified in the Articles of Association. According to Chapter 7, Section 4 a of the Swedish Companies Act it may also be stated in the Articles of Association that the board may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting.
In order to be able to use the alternatives provided by the Swedish Companies Act to decide on proxy collection and postal voting, the board proposes that two new sections § 12 and § 13, are included in the Articles of Association, with the wording set out below:
§ 12 The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).
§ 13 The Board of Directors may decide before a General Meeting, if special circumstances exist according to the Board of Directors' assessment, that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).
The board, or the person appointed by the board, is proposed to be authorized to make the minor adjustments to the decision that may prove necessary in connection with the registration of the decision by Bolagsverket.
Documentation and further information
Accounting documents and audit report, the board's remuneration report, the nomination committee's proposals and reasoned opinion and other necessary documentation will be kept available at the company at the address Kistagången 2, Kista as from
Processing of personal data
For information on how personal data is processed in connection with the Annual General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
______________
The Board of Directors
For further information, please contact:
Linda Höljö, CFO and IR,
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