The shareholders of
In order to participate in the AGM, a shareholder must
a. be registered in the register of shareholders maintained by
b. notify attendance at the AGM no later than
Shareholders whose shares are registered in the names of banks or other nominees must temporarily register the shares in their own name in order to be entitled to participate in the AGM via the mail-in process. Shareholders who wish to register their shares in their own names must request that the nominee make such registration. Voting rights registration that has been requested by the shareholder in such time that the registration has been completed by the nominee no later than
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.
A. Overview of Mail-In Procedures for the AGM
Due to the continued COVID-19 pandemic and in order to ensure the health and safety of the Company's shareholders, employees and other stakeholders, the Board of Directors of
1. The AGM will take place on
2. Shareholders will only be able to participate in the AGM by voting on the matters and the proposals on the meeting agenda and submitting questions to the Company in advance. See Section B, below, for more details on how.
3. The Agenda for the AGM is as set forth below in Section C, with certain items being further explained in Section D.
4. There will be no webcast in connection with the AGM. A press release will be issued following the AGM informing of those material items that are approved by the AGM as soon as the outcome of the mail-in voting procedure has been finally established. Details of the actual voting results will be included in the minutes of the meeting and will be published within two weeks thereafter.
At the time of the issue of this Notice of AGM, the total number of shares in the Company amounts to 162,200,000 shares, corresponding to 162,200,000 votes in total. The Company holds 4,241,628 shares as of the date of this notice which may not be represented at the Meeting.
A shareholder can exercise its shareholder's rights at the AGM by in advance (A) voting on the items on the agenda of the AGM, and (B) submitting questions to the Company.
Any registered shareholder intending to participate in the AGM (via advanced voting or questions), must submit the following information in connection with their respective submissions:
· the shareholder's name,
· personal or organization number,
· postal address,
· email address, and
· telephone number.
The data received will be computerized and used solely for the purpose of the 2021 AGM. For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
For shareholders wishing to participate through an authorized representative (i.e., where such authorized representative is the one submitting advanced voting or questions on behalf of such shareholder), the Company will provide power of attorney templates on the Company's website. Shareholders participating through an authorized representative must submit the power of attorney together with the voting form or question. If the shareholder is a legal entity, a copy of a registration certificate or a corresponding document for the legal entity shall be enclosed.
B1. Advance voting
Advance voting will be available as of
1. Website Voting: Voting may be done electronically through signing with BankID on the website of
2. Email Voting: Voting may be submitted by completing the advance voting form available on the Company's website www.swedishmatch.com/agm and then emailing such form to the following email address GeneralMeetingService@euroclear.com, together with any power of attorney and/or other authorization documents (See Section B, above).
3. Regular Mail: Voting may be submitted by completing the advance voting form available on the Company's website www.swedishmatch.com/agm and after completion sending a physical copy (i.e., printed out) of such form, together with any power of attorney and/or other authorization documents (See Section B, above) to the following address,
A shareholder cannot give any other instructions than selecting one of the options specified at each point in the advanced voting form. A vote (i.e. the postal voting in its entirety) is invalid if the shareholder has modified the form to provide specific instructions or conditions or if pre-printed text is amended or supplemented.
The advanced voting form, together with any enclosed power of attorney and other authorization documentation must have been received by
For questions regarding advance voting, please contact
B2. Questions
Questions to the Company can be submitted to
1. Email: Questions may be submitted by emailing to the following email address investorrelations@swedishmatch.com.
2. Regular Mail: Questions may be submitted by regular mail to the following address,
The shareholder must include name of the shareholder and personal or organization number for the question to be answered. The shareholder should also state its postal address, email address and telephone number.
Questions submitted by shareholders must have been received by
The Board of Directors and the CEO shall, upon request of a shareholder, and provided that the Board of Directors deems this can be done without causing major harm to the Company, inform about matters which might affect the assessment of an item on the agenda or circumstances affecting
C. Agenda
- Opening of the Meeting and election of the Chairman of the Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Determination of whether the Meeting has been duly convened.
- Approval of the Agenda.
- Resolution on the Remuneration report.
- Resolution on adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet.
- Resolution regarding allocation of the Company's profit in accordance with the adopted balance sheet and resolution on a record day for dividend.
- Resolution regarding discharge from liability in respect of the Board members and the President.
- Resolution regarding the number of members of the Board of Directors to be elected by the Meeting.
- Resolution regarding remuneration to the members of the Board of Directors.
- Election of members of the Board, the Chairman of the Board and the deputy Chairman of the Board.
a) Election of
b) Election of
c) Election of
d) Election of
e) Election of
f) Election of
g) Election of
h) Election of
i) Election of
j) Election of
- Resolution regarding the number of auditors.
- Resolution regarding remuneration to the auditor.
- Election of auditor.
- Resolution regarding:
- the reduction of the share capital by means of withdrawal of repurchased shares; and
- bonus issue.
- Resolution regarding authorization of the Board of Directors to resolve on acquisitions of shares in the Company.
- Resolution regarding authorization of the Board of Directors to resolve on transfer of shares in the Company.
- Resolution regarding authorization of the Board of Directors to issue new shares.
- Resolution on
- amendment of the Articles of Association.
- a split of the Company's shares (share split).
- Resolution on amendment of the Articles of Association.
D. Proposals
Proposal for resolution under Item 1
Proposal for resolution under Item 2
The voting list proposed to be approved is the voting list prepared by
Proposal for resolution under Item 3
The Board of Directors proposes that two minute-checkers be elected, and that Filippa Gerstädt and
Proposal for resolution under Item 7
Resolution on adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet.
Proposal for resolution under Item 8
The Board of Directors proposes a dividend of
Proposal for resolution under Item 10
The Nominating Committee proposes that the Board of Directors shall be comprised of eight members and no deputies.
Proposal for resolution under Item 11
The Nominating Committee proposes that remuneration to the members of the Board of Directors will be awarded as follows for the period until the Annual General Meeting 2022 (2020 resolved remuneration within brackets). The Chairman of the Board will be awarded
Proposal for resolution under Item 12
The Nominating Committee proposes re-election of the following members of the Board of Directors for the period until the end of the Annual General Meeting 2022:
Proposal for resolution under Item 13
The Nominating Committee proposes the number of auditors to be one and no deputy auditor.
Proposal for resolution under Item 14
The Nominating Committee proposes that remuneration to the auditor is to be paid according to approved accounts.
Proposal for resolution under Item 15
The Nominating Committee proposes the re-election of the auditor company
Proposal for resolution under Item 16 a)
The Board proposes that the Annual General Meeting resolves to reduce the share capital by way of cancellation of own shares. The purpose of the reduction is allocation to unrestricted equity to be used as resolved by the Annual General Meeting in accordance with Item b) below. The reduction of the share capital shall be made by cancellation of such own shares that are held by the Company three weeks prior to the Annual General Meeting. The reduction of the share capital may be made with no more than
Proposal for resolution under Item 16 b)
With the purpose of restoring the share capital after the proposed reduction of the share capital, as set out under Item a) above, the Board proposes that the Annual General Meeting simultaneously resolves to increase the share capital by way of a bonus issue with an amount corresponding to no less than the amount the share capital is reduced with by way of cancellation of shares, as set out under Item a) above. The bonus issue shall be carried out with the amount being transferred from equity without the issuance of new shares. The exact amount of the increase will be presented in the complete proposal, which will be held available no later than three weeks prior to the Annual General Meeting.
Resolutions by the Annual General Meeting in accordance with Items 16 a)-b) above shall be adopted as a joint resolution and require approval by shareholders representing no less than two thirds of the votes cast as well as the shares represented at the Annual General Meeting. The Board further proposes that the Annual General Meeting authorizes the Board to make such minor adjustments to the above resolutions as may be required to file the resolutions with the Swedish Companies Registration Office or
Proposal for resolution under Item 17
The Board of Directors proposes that it be authorized to resolve on acquisition of the Company's own shares, on one or several occasions prior to the next Annual General Meeting, provided that the Company's holding does not at any time exceed 10 percent of all shares in the Company. The shares shall be acquired on Nasdaq Stockholm, other regulated market or on a market equivalent to a regulated market outside the EEA after approval from the
The Board of Directors shall be able to resolve that a purchase of own shares shall be made within a repurchase program in accordance with the Market Abuse Regulation (EU) No 596/2014 ("MAR") and the Commission Delegated Regulation (EU) No 2016/1052 (the "Safe Harbour Regulation"), if the purpose of the purchase only is to decrease the Company's equity.
The resolution of the Annual General Meeting with regard to the Board's proposal under Item 17 requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
Proposal for resolution under Item 18
The Board of Directors proposes that it be authorized to resolve on transfer of the Company's own shares, on one or several occasions prior to the next Annual General Meeting.
The shares may only be transferred in conjunction with the financing of company acquisitions and other types of strategic investments and acquisitions, and the transfers may not exceed the maximum number of treasury shares held by the Company at any given time. Transfer of own shares shall be made on Nasdaq Stockholm, other regulated market or on a market equivalent to a regulated market outside the EEA after approval from the
The resolution of the Annual General Meeting with regard to the Board's proposal under Item 18 requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
Proposal for resolution under Item 19
The Board of Directors proposes it be authorized to, for the period until the next Annual General Meeting, to issue new ordinary shares on one or more occasions, with or without deviation from shareholders' preferential rights and against payment in cash, in kind or by set-off. The number of shares that may be issued may not exceed a maximum dilution effect of 10 percent of the share capital and votes at the time of the Annual General Meeting 2021. The reasons for the authorization and deviation from shareholders' preferential rights are that the Board wishes to increase the Company's financial flexibility and to allow the Company to issue common shares as payment in connection with acquisitions the Company might make. The subscription price shall be determined according to prevailing market conditions at the time the shares are issued.
The resolution of the Annual General Meeting with regard to the Board's proposal under Item 19 requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
Proposal for resolution under Item 20 a)
With reference to the Board of Directors proposed share split under Item 20 b) on the agenda, the Board of Directors proposes that the Annual General Meeting resolve the limits for the number of shares in article 5 of the Articles of Association be changed so that the number of shares is limited to a minimum of one billion (1,000,000,000) and a maximum of four billion (4,000,000,000) shares. The Board of Directors further proposes that the Annual General Meeting resolve the limits for the Company's share capital in article 4 of the Articles of Association be revised to a minimum of two hundred million
It is proposed that the Chief Executive Officer ("CEO"), or such person as the CEO may designate, be authorized to make such minor adjustments to the resolution as may prove necessary in connection with the registration of the resolution.
The resolution of the Annual General Meeting with regard to the Board's proposal under Item 20 a) requires the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
Proposal for resolution under Item 20 b)
The Board of Directors proposes, in order to achieve an appropriate share price for a listed company, that the Annual General Meeting resolve to authorize a split of the Company's shares whereby one existing share of the Company will be divided into ten shares of the same class of shares (10:1 share split). A resolution on the proposed split is contingent on the general meeting resolving to approve change of the Company's articles of association in accordance with Item 20 a) on the agenda. After the completion of the split, based on the current number of shares in the Company, the number of shares of the Company will increase from 162,200,000 to 1,622,000,000. The number of votes will increase from 162,200,000 votes to 1,622,000,000 votes. The quotient value of each share after the split will be approximately
It is proposed that the CEO, or such person as the CEO may designate, be authorized to make such minor adjustments to the resolution as may prove necessary in connection with the registration of the resolution.
Proposal for resolution under Item 21
The Board of Directors proposes that the Company's Articles of Association be amended as follows:
Article 1 | Present wording | Proposed wording |
The Company's trading name is |
The name of the company (Sw. företagsnamn) is | |
Article 3 | Present wording | Proposed wording |
The object of the Company's operations is to directly or indirectly conduct business relating to the development and manufacture of and trade in tobacco products, matches and lighters, and to carry out other activities that are related to the business. | The object of the Company's operations is to directly or indirectly conduct business relating to the development and manufacture of and trade in tobacco products, nicotine products, matches and lighters, and to carry out other activities that are related to the business. | |
Article 10 | Present wording | Proposed wording |
Shareholders wishing to take part in the proceedings at general shareholders' meetings shall be registered as shareholders in such print-outs or other versions of the entire shareholders' register as are stipulated in chapter 7, § 2 , first paragraph of the Swedish Companies Act and as relate to the circumstances prevailing five weekdays prior to the general shareholders' meeting. They must also notify the Company of their intention to attend no later than 16.00 on the day specified in the notification of the shareholders' meeting. This day may not be a Sunday, another public holiday, a Saturday, Midsummer's Eve, |
In order to participate in a shareholders' meeting, a shareholder shall notify the company not later than the day stated in the notice. This day must not be a Sunday, public holiday, Saturday, Midsummer's Eve, | |
Present wording | Proposed wording | |
The Company's shares shall be registered in a record-day register pursuant to the Swedish Financial Instruments Act (1998:1479). | The Company's shares shall be registered in a central securities depositary register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument). | |
Article 14 | Present wording | Proposed wording |
The Board of Directors may collect powers of attorney at the Company's expense pursuant to the procedure stipulated in chapter 7, § 4, second paragraph of the Swedish Companies Act (2005:551). | The Board of Directors may collect powers of attorney at the Company's expense pursuant to the procedure stipulated in chapter 7, § 4, second paragraph of the Swedish Companies Act (2005:551). The Board of Directors has the right before a shareholders meeting to decide that shareholders shall be able to exercise their voting rights by post before the shareholders meeting. |
It is proposed that the Chief Executive Officer ("CEO"), or such person as the CEO may designate, be authorized to make such minor adjustments to the resolution as may prove necessary in connection with the registration of the resolution.
The resolution of the Annual General Meeting with regard to the Board's proposal under Item 21 will be valid only if it is supported by shareholders holding at least two thirds of the votes cast as well as the number of shares represented at the meeting.
Other information
The financial statements, the auditor's report and the Board of Directors' complete proposal including the Board of Directors' statement pursuant to Chapter 18, section 4 of the Companies Act, as well as other documentation, which, according to the Companies Act, shall be made available at the Annual General Meeting will be made available at
The share register will be available at
Proxy form
Proxy forms are available upon request and on the Company's website https://www.swedishmatch.com/
The Board of Directors
___________
Contact:
Office +46 70 938 0173
___________
___________
Visiting address: Sveavägen 44, 8th Floor. Telephone: +46 10 13 93 000
Corporate Identity Number: 556015-0756
www.swedishmatch.com
https://news.cision.com/swedish-match/r/notice-to-the-annual-general-meeting-of-swedish-match-ab--publ-,c3300841
https://mb.cision.com/Main/2004/3300841/1382870.pdf
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