Shareholders in
Registration, etc.
A shareholder who wishes to participate in the Annual General Meeting must
- be recorded as a shareholder in the share register prepared by
Euroclear Sweden AB ("Euroclear") onApril 25, 2022 ; voting rights registrations made no later than onApril 27, 2022 will be taken into consideration, and -
notify its intention to participate by casting its postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by
Computershare AB no later thanMay 2, 2022 .
Nominee registered shares
A shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of participation in the Annual General Meeting by sending in a postal vote, register its shares in its own name so that the shareholder is registered in the share register as of
Postal voting
The board of directors has decided that the shareholders shall be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for the postal vote. The form for postal voting is available at https://www.tfbankgroup.com/sv/arsstamma-2022/. Completed and signed forms for postal voting must be received by
Proxy, etc.
If participation is to be based on proxy, the necessary documents of authorization, such as a written, time stamped power of attorney and registration certificate shall be attached to the postal voting form. On
Shareholders' right to receive information
If a shareholder so requests, and if the board of directors determines it can be made without significant harm to the Company, the board of directors and the CEO shall provide information on circumstances that may affect the assessment of an agenda item, circumstances that may affect the assessment of the Company's or its subsidiaries' financial situation and the company´s relation to another company within the group. A request for such information shall be made in writing to the Company no later than on
Personal data
Personal information obtained from the share register kept by
Proposed agenda
1. Election of chairman for the Annual General Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to approve the minutes
5. Determination of whether the meeting has been duly convened
6.
a) Presentation of the annual report as well as the consolidated accounts for the financial year 2021
b) Presentation of the auditor's report as well as the auditor's report on the consolidated accounts for the financial year 2021
c) Presentation of the auditor's statement on whether the guidelines for remuneration to senior executives that have applied since the previous Annual General Meeting have been applied
7. Adoption of the income statement and balance sheet as well as of the consolidated income statement and consolidated balance sheet for the financial year 2021
8. Resolution regarding distribution of profits according to the adopted balance sheet and determination of the record date for dividend
9. Discharge of liability for the Board of Directors and the CEO
10. Determination of number of members of the Board of Directors
11. Determination of fees payable to the Board of Directors and the auditor
12. Election of the members of the Board of Directors and determination of Chairman of the Board
13. Election of auditor
14. Resolution on approval of the remuneration report
15. Resolution on authorization for the Board of Directors to resolve on new share issues, with or without preferential rights for the shareholders
16. Resolution on authorization for the Board of Directors to resolve on acquisition and transfer of own shares
17. Resolution on the adoption of Share programme 2022
a) Approval of Share programme 2022
b) Approval of transfer of shares
18. Closing of the meeting
Resolution proposals from the Board of Directors and the Nomination Committee
Item 1; Election of Chairman of the meeting
The Nomination Committee proposes that attorney
Item 2; Preparation and approval of the voting list
The voting list proposed to be approved is the voting list prepared by
Item 4; Election of one or two persons to approve the minutes
The board of directors proposes that one minutes-checkers is appointed, and that
Item 8; Resolution regarding distribution of profits according to the adopted balance sheet and determination of the record date for dividend
The Board of Directors proposes that of the 1,250,826 TSEK at the disposal of the Annual General Meeting, a dividend of 21,500 TSEK to the shareholders shall be made and that the rest, 1,229,326 TSEK, will be balanced into new accounts. The proposed dividend is
The auditor recommends discharge of liability.
Item 10; Determination of number of members of the Board of Directors
The Nomination Committee proposes that the Board of Directors shall consist of six (6) members appointed by the Annual General Meeting.
Item 11; Determination of fees payable to the Board of Directors and the auditor
The Nomination Committee proposes, for the period up to the end of the next Annual General Meeting, compensation on an annual basis according to the following:
- 1,200,000
(700,000) SEK to the Chairman of the Board of Directors. -
400,000
(350,000) SEK to each of the other members of the Board of Directors. -
150,000
(100,000) SEK to the Chairman and 75,000 (50,000) to each of the other members of the audit committee. -
100,000
(50,000) SEK to the Chairman and 50,000 (30,000) to each of the other members of the remuneration committee. -
150,000
(100,000) SEK to the Chairman and 75,000(50,000) SEK to each of the other members of the risk- and compliance committee.
The Nomination Committee proposes that the auditor fees be paid against approved invoice.
Item 12; Election of members of the Board of Directors and Chairman of the Board of Directors
The Nomination Committee proposes, for the period up to the end of the next Annual General Meeting, re-election of
The proposed composition of the Board of Directors is in line with the rules of the Swedish Corporate Governance Code with regard to the independence requirement. Except
Item 13; Election of auditor
The Nomination Committee proposes re-election of the registered auditing company
Item 14; Resolution on approval of the remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the remuneration report on the remunerations according to Chapter 8, section 53 a of the Swedish Companies Act.
Item 15; Resolution on authorization for the Board of Directors to resolve on new share issues, with or without the preferential rights for the shareholders
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board, on one or more occasions, to decide on new share issues, with or without deviation from shareholders' preferential rights, until the next Annual General Meeting.
The number of shares issued pursuant to the authorization may not exceed an increase of twenty (20) percent of the share capital based on the share capital of the company at the time of the Annual General Meeting 2022.
Payment may, in addition to cash payment, be made by way of contribution or set-off, or otherwise with conditions. If the Board of Directors decides to issue new shares with deviation from the shareholders' preferential rights, the reason for this shall be to provide the company with new owners of strategic importance to the company or in order to implement an acquisition agreement, or alternatively to procure capital for such acquisitions.
Shares may also be issued to secure undertakings under the company's share programs. Such issues may be made at a price below the market price of the shares, however not lower than the shares' quota value.
Item 16; Resolution on authorization for the Board of Directors to resolve on acquisition and transfer of own shares
The Board proposes that the Annual General Meeting authorizes the Board of Directors, for the period up until the next Annual General Meeting, to decide on the acquisition and transfer of own shares on or outside Nasdaq Stockholm or in accordance with an offer made to all shareholders. The authorization may be exercised on one or more occasions until the Annual General Meeting 2023.
A maximum of so many shares may be acquired that the company's holdings, including shares that have otherwise been acquired and held, will not exceed five (5) percent of all shares in the company. Transfer in accordance with the authorization may be made of all own shares held by the company at the time of the Board's decision.
The purpose of the proposal is to give the board increased scope for action and the opportunity to continuously adapt the company's capital structure, thereby contributing to increased shareholder value and to capture attractive business opportunities by fully or partially financing corporate acquisitions with own shares and to secure undertakings and social security contributions under the incentive program.
Item 17; Resolution on the adoption of Share programme 2022
Item 17 (a); The Board of Director's proposal for a resolution on Share program 2022
Background
For
Equity-based remuneration is a means to recruit, motivate and retain staff with key competences in
The evaluation and preparation of the Share program 2022
The preparation has focused on the allotment criteria, while also considering the effectiveness, attractiveness and competitiveness of the program. Market and societal trends, shareholders' preferences and regulatory requirements have been taken into account.
Based on this preparation and discussions with the bank's major shareholders, the Board of Directors proposes that the Annual General Meeting 2022 resolves on a long-term share-program for senior executives and some other employees of
The Board's and RemCo's view is that the proposal strikes an appropriate balance between motivating the employees and achieving a long-term, well-balanced and competitive remuneration.
Terms for the Share program 2022
TF Banks Share program 2022 is a program directed to senior executives and some other employees of
Every Participant is allocated an individually determined number of conditional share rights ("Rights"), each of which entitles the holder to one matching share in
Category | Number of Rights per Participant |
Senior Executives (3 persons) | maximum 3,000 |
Other directors, key persons and specialists (up to 21 persons) | maximum 1,000 |
Total | 26,000 |
The Rights are conditional on the Participant acquiring the corresponding number of shares in
The number of Rights allocated to a Participant will be determined based on an assessment of: The Participant's results, the Participant's result unit's results and the bank's total results. In assessing the employee's results, both financial and non-financial criteria will be considered.
The Matching Shares will be transferred to the Participants when the Share Program 2022 expires on
The program comprises an obligation for the bank to deliver approximately 26,000 shares to the Participants.
The number of Matching Shares which each Participant may receive may be subject to recalculation under the terms and conditions of the program as a consequence of issues of bonus shares to shareholders, splits, preferential issues and similar measures.
Allotment
The maximum number of shares that can be transferred under the Share program 2022 is 26,000 shares. The maximum number of shares under the program equals approximately 0.12 per cent of the total number of shares in the bank. The delivery of shares is proposed to be effectuated with existing shares. Allotment of Rights under the program shall be made before
Acquired Shares and Matching shares shall be ordinary shares of
Miscellaneous
Before the final outcome of
The Board is authorized to make changes to
Taxation
The programs have been designed in such a way that Participants will normally be taxed for the benefit of receiving shares in the income year when the shares are received, i.e., 2025. The taxable value of the benefit will normally be equal to the closing price for the shares on the day when the shares are received. The value of the benefit is taxed as income from employment for the Participant. Thus, social security contributions will in most cases be charged on the benefit amount and be a cost for the employer.
Cost
Under the assumption that
Under the assumption that
Hedging and transfer of shares
The Share program 2022 lead to certain financial exposure for the bank, due to market price changes for the bank's share. The aim is to hedge this exposure by the acquisition of own shares or by equity swap contracts with third parties. The social security contribution is also hedged.
There are different methods for effectuating the transfer of Matching Shares to the Participants under the programs, such as delivery of own shares and an agreement with a third party under which the third-party transfers shares to the Participants under the programs. The Board considers delivery of own shares as the most cost efficient and flexible method. Therefore, this is the main alternative (item 16 on the agenda for the Annual General Meeting).
Item 17 (b); The Board of Directors proposal on resolution on the transfer of own shares
The Board of Directors proposes that the Annual General Meeting resolves that a maximum of 26,000 of the Acquired shares in the bank may be sold/transferred as follows.
- Participants, in the Share program 2022 who are entitled to receive shares, shall have a preferential right to receive the shares, to a number that follows from the terms and conditions of the Share program 2022. Subsidiaries within the
TF Bank Group shall furthermore be entitled to acquire the shares for nil consideration, where such subsidiary shall within the scope of the terms and conditions of the program be obliged immediately to transfer the shares to the Participants; and - The right to receive shares may be exercised in the period when the Participants are entitled to receive shares under the Share program 2022.
Shares and votes
The share capital of the bank is
Majority rules
Approval of the Board of Directors' proposal according to items 15 and 16 requires that the Annual General Meeting's resolution is supported by shareholders representing at least two thirds of the votes cast and shares represented at the Meeting. Approval of the
Documents
Annual accounts, auditor's report and complete proposals and other documents required in accordance with the Swedish Companies act will, no later than
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Board of Directors
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For further information, please contact:
Mikael Meomuttel, CFO, deputy CEO and Head of Investor Relations +46 (0)70 626 95 33.
The information was provided by the above contact persons for publication on
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https://mb.cision.com/Main/13973/3534203/1555168.pdf
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