The shareholders of
The Government of
In addition, presentations by the Chairman of the Board and the CEO, in which certain questions submitted from shareholders also will be answered, will be published on the Company's website, www.ssab.com, on
Participation
A person who wishes to participate in the Annual General Meeting must be listed as a shareholder in the presentation of the share register prepared by
The name, personal identification number (or company registration number), address and telephone number of the shareholder must be provided in the notice.
Nominee-registered shares
In order to be entitled to attend the Annual General Meeting, shareholders whose shares are registered in the name of a nominee (including Finnish shareholders that are registered within the Finnish book-entry system at
Proxies
If a shareholder submits their postal vote by proxy, a power of attorney must be issued for the proxy. Proxies and, with respect to a legal entity, a certificate of registration, shall be submitted, together with the postal voting form, in ample time prior to the Annual General Meeting to:
Postal voting
The shareholders may exercise their voting rights only in advance by postal voting in accordance with section 22 of the Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations that enters into force as of
A special form must be used for the postal vote. The form for postal voting is available on the Company's website, www.ssab.com. The postal vote form is considered as notice to participate in the Annual General Meeting.
The signed form must be received by SSAB by
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.
In order to receive the postal voting form by post, please contact SSAB at +46 (0)8 45 45 760.
Proposed agenda
1. Election of a Chairman for the Meeting
2. Election of one or two persons to attest the minutes of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda proposed by the Board of Directors
5. Determination whether the meeting has been duly convened
6. Presentation of the Annual Report and the auditor's report, as well as the consolidated financial statements and the auditor's report for the Group.
7. Resolutions regarding:
a) Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
b) Allocation of the Company's result in accordance with the adopted balance sheet
c) Discharge from liability for the directors and the Managing Director
8. Determination of the number of directors
9. Determination of fees for the Chairman of the Board, directors and auditors
10. Election of the Board of Directors
a.
b.
c.
d. Marie Grönborg
e.
f.
g.
h. Mikael Mäkinen
11. Election of the Chairman of the Board
12. Resolutions regarding number of auditors and auditor election
13. Approval of remuneration guidelines for senior executives
14. Resolution on approval of remuneration report
15. Resolution on approval of a long-term incentive program 2022
A. The Nomination Committee proposes:
The Nomination Committee consists of
1. that attorney
8. that there be eight directors;
9. that Board fees be paid on a yearly basis in the amount of
10. that the following directors be re-elected:
Mikael Mäkinen, born 1956, holds a Master of Science, Naval Architecture, from
11. that
12. in accordance with the recommendation by the Audit Committee, that the auditors shall be one registered auditing company and to re-elect the audit firm
B. The Board of Directors proposes:
2. Two persons to verify the minutes
The Board proposes
3. Voting register
The voting register proposed to be approved is the voting register prepared by
7.b) Allocation
The Board proposes a dividend of
13. Approval of Remuneration Guidelines for senior executives.
The main changes to the existing guidelines proposed by the Board are, in brief, that the criteria for short-term variable remuneration ("STI") have been clarified and that the senior executives (except for the CEO) shall not have individual objectives, but only group objectives and unit objectives, and that the long-term variable remuneration ("LTI") shall be share or share price related and thereby be approved by the general meeting. The Board proposes that the Annual General Meeting approves the following proposal:
Remuneration Guidelines for senior executives
These Remuneration Guidelines include the CEO and other senior executives. The Guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2022. These Guidelines do not apply to any remuneration decided or approved by the general meeting.
The Guidelines' promotion of the company's business strategy, long-term interests and sustainability
SSAB's business strategy aims to establish the company as an industry leader in terms of both profitability and sustainability among comparable companies. SSAB's stated objective is to become the safest steel company in the world to work in, and shall in addition adhere to high environmental standards and be a responsible partner to all stakeholders. A more detailed description of the business strategy can be found on the company's website. A successful implementation of the company's business strategy and the safeguarding of the company's long-term interests require that the company can recruit and retain qualified employees. For this, the company must be able to offer competitive remuneration in the labor market on which the executive operates. These Guidelines are intended to offer senior executives competitive total remuneration, which in turn promotes the company's business strategy, long-term interests and sustainability.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration consisting of a short-term variable component ("STI") and a long-term variable component ("LTI"), pension benefits and other benefits. Additionally, the general meeting may - irrespective of these Guidelines - resolve on other remuneration or incentive programs, including share-related or share price-related remuneration.
STI remuneration shall be linked to predetermined and measurable criteria to be measured over a period of one-year. The criteria shall be designed to contribute to the company's business strategy and long-term interests, including sustainability. STI remuneration may amount to not more than 75 per cent of the fixed annual cash salary for the CEO and not more than 50 per cent for other senior executives.
LTI remuneration shall be share related or share price related and shall thereby be approved by the general meeting. The objectives of LTI shall be to create a common interest for the company management and shareholders to drive the business towards long-term good return on the SSAB shares and to promote the company's ability to recruit and retain key employees.
For the CEO and other senior executives pension benefits shall be contribution-based except in those cases where so provided in the rules of a general pension plan (e.g. the Swedish ITP2 plan). The retirement age should be set individually, however, in no case earlier than the age of 62. In the event employment terminates prior to the retirement age, the executive shall receive a paid-up policy for earned pension.
Variable cash remuneration shall not qualify for pension benefits, except in those cases where so provided in the rules of a general pension plan. The pension premiums shall amount to not more than 50 per cent of the annual pensionable salary.
Other benefits may include, for example, health insurance, medical insurance and company cars. Premiums and other costs relating to such benefits may amount to not more than 10 per cent of the fixed annual cash salary.
Remuneration under employment subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Termination of employment
Upon termination of an employment, the notice period may not exceed twelve months. Fixed salary during the period of notice and severance pay may together not exceed an amount equivalent to the fixed salary for 24 months for the CEO and 18 months for the other senior executives. The period of notice may not exceed six months without any right to severance pay when termination is made by the executive.
For senior executives outside
Criteria for variable cash remuneration, etc.
The criteria for STI are set annually and shall consist of group objectives, unit objectives (i.e. objectives related to a particular division, a certain subsidiary or a certain function), and/or individual objectives, with distribution as follows.
Group objectives may be financial and non-financial. The financial objectives shall comprise at least 60 percent of the group objectives and shall be linked to EBITDA margins in relation to a comparison group of the company's competitors, own EBITDA level or margin, return on capital employed, the company's cash flow or the company's stock turnover. The non-financial group objectives shall be linked to sustainability.
The unit objectives may be different for different units. For units with clear profit responsibility, the unit objectives shall to at least 50 percent consist of financial objectives that shall be linked to sales, volumes, operating profit, operating margins, cost savings, return on capital employed or cash flows. The remaining part of the unit objectives shall consist of operational objectives linked to sustainability and fulfillment of the unit's strategic plan. For other units, the unit objectives shall be designed so that they clearly contribute to the fulfillment of the respective unit's strategy, including sustainability.
For the CEO, STI shall to at least 85 percent consist of group objectives and to the remaining part of quantitative or qualitative individual objectives aimed at increased value creation for the company. For senior executives with clear own profit responsibility, STI shall to at least 45 percent consist of unit objectives and to the remaining part of group objectives. For other senior executives, STI shall to at least 70 percent consist of group objectives and to the remaining part of unit objectives.
The variable cash compensation programs shall be structured such that the Board of Directors has the possibility, should exceptional circumstances prevail, to restrict the payment of variable cash compensations, or to decline to make such payment, where such a measure is deemed reasonable and compatible with the company's responsibilities to its shareholders, employees and other stakeholders.
To which extent the objectives for variable cash remuneration has been satisfied shall be evaluated when the measurement period has ended. Following a proposal from the remuneration committee, the board of directors is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other senior executives, the remuneration committee is responsible for the evaluation in consultation with the CEO. When the Board of Directors assesses how the financial objectives have been met, this should be done against the latest published financial information with any adjustments that the board of directors considers necessary or appropriate.
Before the payment of variable cash compensation is effected, the board of directors must verify that the objectives linked to the remuneration have been met and that the remuneration has been calculated correctly.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these Remuneration Guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Board of Directors' and the Remuneration Committee'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 of Directors has established a Remuneration Committee. The Committee's tasks include preparing the Board of Directors' decision to propose Guidelines for executive remuneration. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of these Remuneration Guidelines as well as the current remuneration structures and compensation levels in the company. The CEO and other senior executives do not participate in the Board of Directors' or the Remuneration Committee's processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
The Board of Directors shall prepare a proposal for new Guidelines at least every fourth year and submit it to the general meeting. The Guidelines shall be in force until new Guidelines are adopted by the general meeting.
Derogation from the Guidelines
The Board of Directors may temporarily resolve to derogate from the Guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is motivated to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. As set out above, the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters, including also preparation of resolutions to derogate from the Guidelines.
14. Resolution on approval of Remuneration report
The Board proposes that the Annual General Meeting resolves to approve the Board's report on remuneration prepared in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
15. Resolution on approval of a long-term incentive program 2022
Background
The Board of Directors of
Since 2011, the Board of Directors of SSAB has annually resolved on long-term cash-based incentive programs for key employees within SSAB, including the Group Executive Committee, with performance conditions linked to both the Group's earnings trend and the total return on the SSAB share. The Board of Directors considers that the Company should continue to have a long-term cash-based program, but that the program should be fully related to the Company's share price development, in order to promote a common interest for the company management and shareholders of long-term good return. The Board of Directors also considers that such a program would promote the Company's ability to recruit and retain key employees.
Against this background, the Board of Directors proposes that the Annual General Meeting 2022 approves that the Company implements a long-term cash-based incentive program with a performance condition related to the total return on the Company's shares (TSR) during a three-year measurement period, as set out in more detail below.
The Board of Directors has further resolved on a policy for senior executives' shareholdings, in order for members in the Group Executive Committee to accumulate over time a shareholding in SSAB corresponding to a gross annual base salary and other participants in LTI 2022 a shareholding corresponding to half a gross annual base salary. The Board of Directors' intention is for the participants to use the cash remuneration received under LTI 2022 to acquire shares in SSAB in order to accumulate such shareholding. The policy does not apply to participants employed in
Principal terms and conditions of the Program
The Board of Directors proposes that the Program shall be based on the following principal terms and conditions.
a) The Program is proposed to be open to no more than 150 senior executives, including the Company's President, and identified key employees of SSAB.
b) The Company intends to offer senior executives and identified key employees to participate in the Program during the second quarter of 2022, with the opportunity for the participants to accept the offer no later than
c) The participants have the opportunity, depending on satisfaction of a certain long-term performance condition (as defined in paragraph d) below) to obtain a cash remuneration free of charge (the "Cash Remuneration") after the end of a three-year vesting period (the "Vesting Period"). Cash Remuneration for each participant may not exceed; for the President 35 percent, for the members of the Group Executive Committee outside
d) Payment of Cash Remuneration shall depend on the degree of fulfilment of the performance condition for the Program. The performance condition shall be based on a Program specific financial target consisting of the total return on the Company's shares (TSR) for the financial years 2022, 2023 and 2024 in relation to a reference value that to 70 percent consists of the average total shareholder return of a benchmark group of other companies1) and to 30 percent of the OMXS30 index (the "Reference Value"). In connection with the expiration of the Vesting Period, the Board of Directors will publish information disclosing to what extent this performance condition was fulfilled.
1) When implementing LTI 2022, the benchmark group comprises of Arcelor Mittal, JFE,
Payment of Cash Remuneration shall be calculated in accordance with the following:
· A condition for any Cash Remuneration to be paid is that the Company's TSR during the Vesting Period has provided a better return compared to the Reference Value, i.e. an over-performance exceeding 0 percent (the "Minimum Level"). If the Minimum Level is not reached, no Cash Remuneration will be paid.
· For maximum payment of Cash Remuneration, the Company's TSR during the Vesting Period shall have over-performed the Reference Value by at least 10 percent ("Maximum Level").
· Should the degree of fulfilment exceed the Minimum Level but be between the Minimum Level and the Maximum Level, the participants will receive a linear payment of Cash Remuneration.
e) Cash Remuneration may normally be paid only after the expiration of the Vesting Period (and for participants in
f) A prerequisite for a participant, where applicable, to be able to receive Cash Remuneration, is that he/she, with certain exemptions approved by the Board of Directors, has been permanently employed within the
g) If extraordinary changes in the
h) The Board of Directors shall be authorized to establish the detailed terms and conditions for the Program. The Board of Directors may, in that regard, make necessary adjustments of these general terms and conditions to satisfy certain regulations or market conditions outside
i) Participation in the Program presupposes that such participation is legally possible in the various jurisdictions concerned.
Costs for the Program, dilution, etc.
The annual cost2) for LTI 2022 including social security charges is estimated to a maximum of
The Program is cash-based and does not entail any dilution for the Company's shareholders. No hedging arrangements are intended to be made with regard to the Program's financial exposure.
Preparations of the proposal
The proposed Program has, pursuant to the guidelines issued by SSAB's Board of Directors, been prepared by SSAB's Remuneration Committee with the assistance of external advisors. The Remuneration Committee has informed the Board of Directors of its work, whereafter the Board of Directors has resolved that the Program shall be referred to the Annual General Meeting 2022 for approval.
Majority requirements
The Annual General Meeting's resolution on approval of the Program requires simple majority of the votes cast.
2) The costs have been calculated based on the salary base as of
Previous incentive programs in SSAB
SSAB has resolved on long-term cash-based incentive programs since 2011. The Company's other incentive programs are described in more detail in note 2 in SSAB's annual report for the financial year 2021.
Information at the Annual General Meeting
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 and circumstances that can affect the assessment of the Company's or its subsidiaries' financial situation and the Company's relation to other companies within the
In addition, presentations by the Chairman of the Board and the CEO, in which certain questions submitted from shareholders also will be answered, will be published on the Company's website, www.ssab.com, on
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
Documents
The complete proposals for of the Annual General Meeting are set out above. The Nomination Committee's proposals and motivated opinion together with information regarding all board members proposed to the Board of Directors of the Company will be available on the Company's website, www.ssab.com. The Annual Report and auditor's report, the Board of Directors' remuneration report and the auditor's opinion whether the Annual General Meeting's guidelines for compensation to senior executives have been complied with are presented by being held available at the Company's offices on Klarabergsviadukten 70, D6, SE-101 21
Number of shares and votes
In the Company, there are 304,183,270 class A shares, each with one vote per share, and 725,652,056 class B shares, each with 1/10 vote per share, entailing that in total there are 1,029,835,326 shares and 376,748,475.6 votes in the Company.
The Board of Directors
For further information, please contact:
Per Hillström, Head of IR, per.hillstrom@ssab.com, tel. + 46 70 295 2912
SSAB is a Nordic and US-based steel company. SSAB offers value added products and services developed in close cooperation with its customers to create a stronger, lighter and more sustainable world. SSAB has employees in over 50 countries. SSAB has production facilities in
Join us also on social media: Facebook, Instagram, LinkedIn, Twitter and YouTube
https://news.cision.com/ssab/r/notice-to-attend-the-annual-general-meeting,c3514472
https://mb.cision.com/Main/980/3514472/1540964.pdf
(c) 2022 Cision. All rights reserved., source