Shareholders of
556012-6293, are hereby invited to the Annual General Meeting (AGM) to be held on
The Board of Directors has decided that the AGM is to be held through postal voting only, pursuant to temporary statutory regulations that apply in 2021. This means that the AGM will be held without the physical attendance of shareholders, proxies or external parties. Accordingly, the voting rights of shareholders may only be exercised at the AGM by shareholders submitting postal votes in the manner stated below.
An address in which President and CEO
Information about the resolutions passed at the AGM will be published on
Registration and notification of participation in the AGM through postal voting
Shareholders who wish to attend the AGM must:
firstly, be registered in the shareholders' register maintained by
secondly, notify their intention to attend by submitting a postal vote in accordance with the instructions under the heading "Postal voting" below in such a manner that
In addition to giving notice of attendance by submitting their postal vote, shareholders whose shares are registered in the name of a nominee are required to register the shares in his or her own name in order that they may be listed in the shareholders' register on
Postal voting
Shareholders may only exercise their voting rights at the AGM by voting in advance, so called postal voting, pursuant to Section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations (2020:198). A special form must be used for postal voting. The form is available on the company's website www.sca.com. The postal voting form is valid as notification of participation in the AGM.
To be considered valid, the completed and signed form must be received by
If the shareholder submits a postal vote via a proxy, the form must include a power of attorney. Proxy forms are available in Swedish and English upon request from the company. The forms are also available on the company's website www.sca.com. A power of attorney is valid for one (1) year from its issue or the longer period of validity stipulated in the power of attorney, though not more than five (5) years. If the shareholder is a legal entity, a registration certificate or equivalent authorization document, not older than one (1) year, listing the authorized signatories must be attached to the form.
Shareholders may not include special instructions or conditions in the postal vote. If this occurs, the vote (i.e. the postal vote in its entirety) will be rendered invalid. Further information and conditions can be found on the postal voting form and on https://anmalan.vpc.se/EuroclearProxy/.
Shareholders' right to receive information
The Board of Directors and the President and CEO must, if a shareholder so requests and the Board of Directors considers it possible without it resulting in material damage to the company, provide information concerning conditions that could influence the assessment of an item on the agenda, conditions that could influence assessments of the financial condition of the company or subsidiaries and the company's relationship to other Group companies. Requests concerning such information must be submitted in writing to the company no later than ten days prior to the AGM, that is, no later than on
Proposed agenda
1. Election of a Chairman of the meeting.
2. Election of two persons to approve the minutes of the meeting.
3. Preparation and approval of the voting list.
4. Determination as to whether the meeting has been duly convened.
5. Approval of the agenda.
6. Submission of the annual report and the auditors' report, and the consolidated financial report and auditors' report on the consolidated financial report, as well as the
auditor's statement regarding compliance with guidelines for remuneration of senior executives that have applied since the preceding AGM.
7. Resolutions on
a) the adoption of the income statement and balance sheet, and of the consolidated income statement and the consolidated balance sheet,
b) the allocation to be made of the company's profit as shown in the adopted balance sheet and record date for distribution of the dividend,
c) discharge of the Board members and the President and CEO from personal liability for 2020.
8. Resolution on the number of Board members and deputy Board members.
9. Resolution on the number of auditors and deputy auditors.
10. Resolution on the fees to be paid to the Board members and the auditors.
11. Election of Board members and Deputy Board members.
Re-election of
i.
ii. Pär Boman,
iii.
iv.
v.
vi.
vii.
viii. Anders Sundström,
ix.
Election of
x.
12. Election of a Chairman of the Board.
13. Election of auditors and deputy auditors.
14. Resolution on approval of Remuneration Report.
15. Resolution on amendment of the Articles of Association.
Item 1 - Election of a Chairman of the meeting
Item 2 - Election of two persons to approve the minutes of the meeting
The Nomination Committee proposes Madeleine Wallmark, AB Industrivärden, and
Item 3 - Preparation and approval of the voting list
The voting list that is proposed for adoption, is the voting list that has been prepared by
Item 7 b) - Dividend and record date
The Board of Directors proposes a cash dividend for the 2020 fiscal year of
Items 8-13 - Nomination Committee's proposals
The Nomination Committee proposes the following:
- Item 8: The number of Board members shall be ten with no deputies.
-
- Item 10: Board fees shall be paid in an amount of
- Item 11: Re-election of Board members
- Item 12: Re-election of Pär Boman as Chairman of the Board.
- Item 13: Re-election of the registered firm of accountants
Item 14 - Approval of Remuneration Report
The Board of Directors proposes that the AGM resolves to adopt the Board of Directors' Remuneration Report, pursuant to Chapter 8, Section 53a of the Swedish Companies Act.
Item 15 - Amendment of the Articles of Association
Pursuant to Chapter 7, Section 4 of the Swedish Companies Act, the Board of Directors may collect powers of attorney ahead of a general meeting if this is stipulated in the Articles of Association. Pursuant to Chapter 7, Section 4a of the Swedish Companies Act, it is also stated that the Articles of Association may stipulate that the shareholders be permitted to exercise their voting rights by mail prior to the general meeting.
In order to use the alternatives stipulated in the Swedish Companies Act regarding decisions to collect powers of attorney and postal voting, the Board proposes that a new Article 15, with the wording below, be incorporated into the Articles of Association and that the number sequence in the Articles of Association be amended so that the current Article 15 becomes Article 16 and the current Article 16 becomes Article 17.
Proposed wording |
Article 15The Board of Directors may collect powers of attorney pursuant to the procedure started in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.Prior to a General Meeting, the Board of Directors may decide that the shareholders shall be able to exercise their voting rights by post prior to the General Meeting pursuant to Chapter 7, Section 4 a of the Swedish Companies Act. |
The Board of Directors also proposes the following two editorial amendments to the Articles of Association, which result from previously implemented regulatory amendments.
Current wording | Proposed wording |
Article 1The name of the Company is | Article 1The |
Article 15The Company's shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (lagen om kontoföring av finansiella instrument (1998:1479)). | Article |
The Board of Directors proposes that the President be authorized to make the minor adjustments to the resolutions above that may become necessary in conjunction with registration of the Articles of Association with the Swedish Companies Registration Office.
Majority requirement
For an AGM resolution concerning the Board of Directors' motion on Item 15 to be valid, the resolution must be supported by shareholders accounting for at least two-thirds of both the votes cast and the shares represented at the AGM.
________________
Documentation
The financial statements; the auditor's report; the Board of Directors' report pursuant to Chapter 8, Section 53a of the Swedish Companies Act concerning paid and withheld remuneration that is regulated by guidelines for remuneration of senior executives; the auditor's statement, pursuant to Chapter 8, Section 54 of the Swedish Companies Act, regarding these guidelines; and the Board of Directors' reasoned statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act will be provided by being made available at the company's headquarters and on the company's website www.sca.com no later than on Thursday,
Shares and voting rights
The total number of shares in the company is 702,342,489, of which 64,587,672 are Class A shares and 637,754,817 Class B shares, corresponding to a total of 1,283,631,537 votes. Class A shares carry 10 votes and Class B shares one vote each. The information regarding the shares refers to the situation as per the time of issue of the notification of the AGM.
Processing of personal data
For information on how your personal data is processed, refer to
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Sundsvall in
The Board of Directors
For further information, please contact
https://news.cision.com/sca/r/notice-of-the-sca-annual-general-meeting-2021,c3303992
https://mb.cision.com/Main/600/3303992/1385447.pdf
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