The shareholders of
Due to the ongoing pandemic, the Board has resolved that the Annual General Meeting is to be held without the physical presence of shareholders, proxies or external parties and that the exercise of voting rights may only take place via post before the Meeting.
Information about the Annual General Meeting's resolutions will be published on
The CEO will hold a speech that will be available on the company's website www.resursholding.se from
NOTICE ETC.
Shareholders who wish to attend the Annual General Meeting shall
- be entered in the share register maintained by
Euroclear Sweden AB ("Euroclear") on Wednesday20 April 2022 (the "Record Date"), and -
give notice of their attendance by submitting their postal vote according to the instructions under the heading "Postal voting" below in such a way that
Euroclear Sweden AB has received the postal vote no later than Wednesday27 April 2022 .
Note that notice of attendance at the AGM can only be made using postal voting.
Nominee-registered shares
Shareholders who have nominee-registered shares through the bank or another nominee, for example shares in a custody account, must - aside from giving notice by submitting their postal vote - request that the shares be temporarily re-registered in their own name so that the shareholder is entered in the share register maintained by
Voting rights that have been requested by shareholders in such a time that registration has been completed by the nominee by Friday
POSTAL VOTING
As stated above, the Board has resolved that shareholders may only exercise their voting rights by postal voting pursuant to Section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations (2022:121). A special form is to be used for postal voting. The postal voting form is available on the company's website www.resursholding.se.
Completed and signed postal voting forms may be sent to by mail to "
Shareholders may not submit additional instructions other than by selecting one of the alternatives provided on the form. If the shareholder has included special instructions or terms on the form, or altered or made additions to the printed text, the postal vote will be rendered invalid. Further information and conditions can be found on the postal voting form and on https://anmälan.vpc.se/EuroclearProxy.
POWERS OF ATTORNEY ETC.
If the shareholder is postal voting through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A template proxy form is available on the company's website www.resursholding.se.
If the shareholder is a legal entity, a registration certification or an equivalent authorisation document must be submitted along with the postal voting form.
PROPOSED AGENDA
- Election of Chairman of the Annual General Meeting.
- Election of one or two persons to check and verify the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of whether the Annual General Meeting was duly convened.
- Presentation of the Annual Report and the Auditor's Report, and the consolidated financial statements and Auditor's Report on the consolidated financial statements, as well as the auditor's statement on guidelines for remuneration of senior executives.
- Resolution on the adoption of the Profit and Loss Statement and the Balance sheet and of the Group Profit and Loss Statement and the Group Balance sheet.
- Resolution on the allocation of the company's earnings as stated in the adopted Balance Sheet.
- Resolution on the discharge from liability of the members of the Board and the CEO.
- Determination of the number of members of the Board.
- Determination of the remuneration to the Board and the auditor.
- Election of Board members:
Martin Bengtsson (re-election, proposed by the Nomination Committee)Fredrik Carlsson (re-election, proposed by the Nomination Committee)Lars Nordstrand (re-election, proposed by the Nomination Committee)- Marita Odélius Engström (re-election, proposed by the Nomination Committee)
Mikael Wintzell (re-election, proposed by the Nomination Committee)Kristina Patek (re-election, proposed by the Nomination Committee)- Susanne Ehnbåge (re-election, proposed by the Nomination Committee)
Magnus Fredin (new election, proposed by the Nomination Committee)
- Election of the Chairman of the Board.
- Election of auditor.
- Presentation and approval of the remuneration report.
- Resolution on the authorisation of the Board to resolve on the acquisition of own shares.
- Resolution on implementation of a long-term warrant program by way of (A) directed issue of warrants; and (B) approval of transfer of warrants.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman of the Annual General Meeting (item 1)
The Nomination Committee proposes that
Determination of the number of members of the Board and the election of the members of the Board and the Chairman of the Board (items 100 and 12-133)
The Nomination Committee proposes that the Board consist of eight members.
The Nomination Committee proposes that, for the period until the close of the next Annual General Meeting,
The Nomination Committee proposes that
Determination of the remuneration to the Board and the auditor (item 111)
The Nomination Committee proposes that remuneration for ordinary Board work for the period until the close of the next Annual General Meeting remain unchanged and be as follows:
SEK 1,320,000 to the Chairman of the Board,SEK 440,000 to each of the other members of the Board.
The Nomination Committee has furthermore proposed that remuneration for committee work for the period until the close of the next Annual General Meeting shall be as follows:
SEK 100,000 to the Chairman andSEK 50,000 to each of the other members of the Audit Committee,SEK 300,000 to the Chairman andSEK 150,000 to each of the other members of Corporate Governance Committee,- No remuneration shall be paid for work in the Remuneration Committee.
The Nomination Committee proposes that the auditor be paid in accordance with approved invoices.
Election of auditor (item 14)
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, that the company have a registered accounting firm as auditor and that the registered accounting firm
RESOLUTIONS PROPOSED BY THE BOARD
Election of one or two persons to check and verify the minutes (item 2)
The Board proposes
Preparation and approval of the voting list (item 3)
The voting list that is proposed for resolution is the voting list that has been prepared by
Resolution on the allocation of the company's earnings as stated in the adopted Balance Sheet (item 8)
The Board proposes that the Annual General Meeting resolves on a dividend corresponding to
It is the intention of the Board to convene an Extraordinary General Meeting in autumn 2022 to resolve on additional dividends for 2021.
Presentation and approval of the remuneration report (item 15)
The Board has prepared a remuneration report 2021 and proposes that the Annual General Meeting approves the report. The remuneration report is included in the documents pertaining to the Annual General Meeting that are provided before the Annual General Meeting as below.
Resolution on the authorisation of the Board to resolve on the acquisition of own shares (item 16)
The Board proposes that the Annual General Meeting resolve to once again provide the Board with authority to, on one or several occasions during the period up to the next Annual General Meeting, provided that applicable capital adequacy rules on each occasion allow so, repurchase its own shares in accordance with the following conditions:
- Acquisition of own shares may occur of at most as many shares as are needed so that the company's holdings of own shares at any given time do not exceed five (5) per cent of all shares in the company.
- Acquisition of own shares must occur on Nasdaq Stockholm in accordance with Nasdaq Stockholm's Rule Book for Issuers.
- Acquisition of own shares may only be effected on Nasdaq Stockholm at a price per share within the registered span of share prices at the particular time, by which is meant the span between the highest price paid and the lowest selling price.
- The shares are to be paid for in cash.
According to the Annual Report for the 2021 financial year, the company's unrestricted equity that is available for distribution by the Annual General Meeting (available profit and unrestricted reserves but excluding Additional Tier 1 instruments) amounted to
The purpose of the authorisation to acquire own shares is to create a tool for the Board to continuously during the year adapt and improve the company's capital structure, including the calibration of the company's actual capital position in relation to its established target for the same, and thereby create additional value for shareholders.
Resolution on implementation of a long-term warrant program by way of (A) directed issue of warrants; and (B) approval of transfer of warrants (item 17)
The board of directors proposes that the annual general meeting resolves to implement a warrant program for the CEO, other group management and key employees based on issue and transfer of warrants ("LTIP 2022").
To implement LTIP 2022, the board of directors proposes that the annual general meeting resolves on (A) directed issue of warrants; and (B) approval of transfer of warrants, on the following terms and conditions:
A. Directed issue of warrants
1. A maximum of 3,310,000 warrants shall be issued for LTIP 2022.
2. With deviation from the shareholders' preferential rights, the right to subscribe for warrants shall vest in the company's wholly owned subsidiary, Resurs Förvaltning
3. The warrants shall be issued to the subsidiary without consideration. The reason for the warrants being issued without consideration is that the warrants are issued to the subsidiary as part of the implementation of LTIP 2022.
4. Subscription shall be made by
5. Over-subscription cannot occur.
6. Each warrant entitles to subscription of one share in the company.
7. The subscription price per share shall correspond to 130 per cent of the volume weighted average price according to Nasdaq Stockholm's official price list for shares in the company during a period of five trading days from and including the day after the board of directors' first offer to acquire warrants to the participants in LTIP 2022, but may not be lower than the quota value of the share. If, at the time of subscription, the share price most recently paid for a share in the company at the closing of Nasdaq Stockholm on the trading day immediately preceding the subscription exceeds 146.15 per cent of the subscription price (which corresponds to 190 per cent of the average share price upon which the subscription price has been determined, as set out above), the subscription price shall be increased correspondingly, i.e. with an amount that corresponds to the amount that the said closing price exceeds 146.15 per cent of the subscription price.
Upon determination of the subscription price in accordance with the above, the subscription price shall be rounded to the nearest
8. Subscription of shares by exercise of the warrants may be effected during the period from and including
9. Share subscribed for by exercise of a warrant will entitle to dividends for the first time from and including the first record date for dividends that occurs following effectuation of subscription to such extent that the share has been recorded in the company's share ledger as an interim share.
10. The warrants are subject to the complete terms and conditions set forth in the schedule "Terms and conditions for warrants series 2022/2025 regarding subscription of shares in
11. In case all warrants are utilized for subscription of new shares, the share capital will increase by
12. The chairman of the board of directors, or anyone appointed by him, shall be authorized to make such minor formal adjustments of the resolution which may be required in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or
B. Approval of transfer of warrants
LTIP 2022 shall principally be carried out in accordance with what is stated below.
1. The subsidiary shall have the right to transfer the warrants, on one or several occasions, against consideration, to the participants in LTIP 2022 in accordance with what is set out below.
2. Transfer to participants in LTIP 2022 shall correspond to the fair market value of the warrant at the time of the transfer which shall be established by an independent valuation institute in accordance with the Black & Scholes valuation formula.
3. The board of directors shall resolve on allotment to participants in LTIP 2022 in accordance with the following guidelines:
Category | Number of warrants |
CEO | Maximum 750,000 warrants |
Other members of the group management (currently 10 persons) | Maximum 160,000 warrants per participant |
Key employees (currently approximately 20 persons) | Maximum 40,000 warrants per participant |
The first allotment is expected to occur in
4. The participants can choose to acquire a lower number of warrants than what the participants were offered. Over-subscription cannot occur. The lowest number of warrants to subscribe for is 5,000 warrants per participant for all categories.
5. In connection with the transfer, the subsidiary shall, unless it will have negative tax implications for the
6. The maximum number of warrants issued in LTIP 2022 exceeds the number of warrants that is expected to be offered in the first allotment. Warrants that are not transferred in connection with the initial offer or that are subsequently repurchased by the subsidiary may be transferred to future employees or employees that have been promoted, whereby the above guidelines for allotment shall be applied. At such allotment, a new calculation of the market value of the warrants, payable by the participant, shall be made. Transfers to future employees or employees that have been promoted may not occur after the annual general meeting 2023.
7. Right to allotment in LTIP 2022 requires that the participant at the relevant time of allotment holds a position in the
8. As for participants in other jurisdictions than
Reasons for LTIP 2022 and the deviation from the shareholders' preferential rights
The reasons for the implementation of LTIP 2022 and the deviation from the shareholders' preferential rights to subscribe for the new warrants are to be able to create possibilities for the company to recruit and retain group management and key employees through the offering of a long-term ownership engagement. Such ownership engagement is expected to contribute to an increased harmonization of the participants' and the shareholders' interests, as well as contribute to a long-term engagement for the company's development. In connection hereto, it is noted that the incentive program henceforth is intended to be annually recurring, which is why the board of directors, after evaluation of LTIP 2022, intends to return with proposals for corresponding programs for the upcoming annual general meetings.
Costs, existing incentive programs, dilution and impact on key ratios
Since the warrants in LTIP 2022 will be transferred to the participants at fair market value, it is the board of directors' assessment that the
As per the date of the notice, the number of shares in the company amounts to 200,000,000. In case all warrants issued within LTIP 2022 are exercised for subscription of shares, a total of 3,310,000 new shares will be issued, which corresponds to a dilution of approximately 1.63 per cent of the company's share capital and votes after full dilution, calculated on the number of shares that will be issued upon full utilization of all warrants issued under LTIP 2022. The key ratio earnings per share (continuing operations) for the full year 2021 would in such case decrease by approximately
There are currently two outstanding incentive programs in the company in the form of LTI 2019 and LTI 2020. In LTI 2019, the participants currently hold a total of 739,172 warrants where each warrant, after recalculation due to dividends paid, can be exercised for subscription of 1.33 shares at a subscription price of
The calculations above regarding dilution are applicable subject to any recalculations of the warrants according to customary principles of recalculation available in the complete terms and conditions for the warrants. Further information concerning outstanding incentive programs and remuneration to group management is available in the company's annual report for 2021.
Preparation of the proposal
The proposal for LTIP 2022 has been prepared by the Remuneration Committee together with external consultants. The final proposal has been resolved upon by the board of directors.
OTHER INFORMATION
Number of shares and votes
At the date of this notice the total number of shares in the company amounts to 200,000,000 with one vote each, thus in total 200,000,000 votes. At the time of the issuance of this notice the company holds no own shares.
Special majority requirements
The resolution of the Annual General Meeting regarding authorisation concerning acquisition of own shares according to item 16 above is only valid if it is supported by the shareholders by at least two-thirds of the votes cast and the shares represented at the Annual General Meeting. The annual general meeting's decision on implementing LTIP 2022 in accordance with the board of directors' proposal according to item 17 above is only valid if it is supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the annual general meeting.
Documentation
The Board's complete proposals for resolutions are included in the notice, with the exception of the remuneration report and the terms and conditions for subscription warrants series 2022/2025 that are available according to the below. The Nomination Committee's reasoned statement regarding its proposal to the Board and information about the proposed members of the Board, the Annual Report and the Auditor's Report for 2021, the Auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act, the Board's reasoned statement according to Chapter 18 Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the remuneration report and the terms and conditions for subscription warrants series 2022/2025 and other documents for the Annual General Meeting are available, together with the proxy form, from no later than
For ordering the documentation, please call +46 8-402 91 71 (Monday-Friday 9:00 a.m-
Right to receive information
The Board and the CEO must, if a shareholder so requests and the Board considers it possible without this resulting in material damage to the company, provide information concerning, firstly, conditions that could influence the assessment of an item on the agenda, secondly, conditions that could influence assessments of the financial condition of the company or subsidiaries and, thirdly, the company's relationship to other Group companies.
Requests for such information are to be submitted in writing to the company no later than ten days prior to the Annual General Meeting, that is, no later than
Processing of personal data
Data Protection Officer of
E-mail: DPO@resurs.se
Telephone: +46 42 38 20 00
Address:
_____________
Helsingborg,
THE BOARD
Non-Swedish speaking shareholders
A translation of this notice to attend the Annual General Meeting of
For further information:
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