PRESS RELEASE, Hillerstorp, 25th of
The shareholders of
A. RIGHT TO PARTICIPATE AT ANNUAL GENERAL MEETING
Shareholders who wish to attend the Annual General Meeting shall:
- be included in the share register kept by
Euroclear Sweden AB on the record date on Tuesday the 19th ofApril 2022 ; and -
register with the company no later than Thursday the 21st of
April 2022 under the addressTroax Group AB , Box 89, 335 04 Hillerstorp, or by phone 0370-828 00, or by email arsstamma@troax.com.
When registering, shareholders must state their name, personal or organizational number, address and telephone number and number (one or maximum two) of assistants. The information provided at the time of notification will be processed and used solely for the 2022 Annual General Meeting (see further information below under item I). For those who wish to be represented by proxy, the company provides proxy forms which are available on the company's website www.troax.com. If participation is supported by proxy, this should be sent to the above address so that it reaches the company well in advance of the meeting. The power of attorney may not be older than one year old, however, that the power of attorney may be older than one year if it is shown to be valid for a longer period, not exceeding five years. If the power of attorney is issued by a legal person, a certified copy of the registration certificate or equivalent for the legal person must be attached. Shareholders who have had their shares registered in the name of a nominee must, to be entitled, to participate in the Meeting re-register such shares in their own name so that the shareholder is entered into the share register as of the record date
B. MATTERS AT THE ANNUAL GENERAL MEETING
Proposed agenda
1. The Annual General Meeting opens
2. Election of Chairman of the Meeting
3. Establishment and approval of voting list
4. Approval of agenda
5. Election of one or two persons to certify the minutes
6. Examination of whether the meeting has been duly convened
7. CEO's speech
8. Presentation of the annual report and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report.
9. Decide on
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b) disposition of the company's profit according to the adopted balance sheet
c) discharge from liability for the members of the Board of Directors and the CEO
10. Presentation of the work of the Nomination Committee
11. Determination of principles for the Nomination Committee
12. Determination of the number of Board members
13. Determination of the number of auditors and deputy auditors
14. Determination of the fees to the Board members and the auditors
15. Election of Board members and Chairman of the Board
16. Election of auditor and deputy auditor
17. Adoption of the Articles of Association
18. Acquisition and transfer of own shares
19.
20. Decision on guidelines for remuneration to senior executives
21. Decision on call option program for senior executives
22. Closing of the Meeting
C. THE NOMINATION COMMITTEE'S PROPOSAL FOR THE ANNUAL GENERAL MEETING 2022 REGARDING ITEMS 2, 11-16 AND THE MOTIVATED OPINION ON THE PROPOSAL TO THE BOARD OF TROAX GROUP AB (publ)
With the support of the instructions for the Nomination Committee and of information in
The Nomination Committee has held three meetings and has also made regular reconciliations via telephone and e-mail. At the meetings, the Nomination Committee discussed the issues that a Nomination Committee has to deal with in accordance with the Swedish Code of Corporate Governance. The shareholders have been informed that comments and proposals can be submitted to the Nomination Committee. No comments were received from the shareholders to the Nomination Committee on the issues in question.
Election of Chairman of the Meeting (Item 2)
The Chairman of the Board Anders Mörck is proposed as Chairman of the Annual General Meeting.
Determination of principles for the Nomination Committee (item 11)
The Nomination Committee proposes the following principles for the appointment of the Nomination Committee:
The Chairman of the Board shall contact the three largest shareholders in the company in terms of voting rights by the last banking day in August each year. In these principles the three largest owners means the by
[1] Ownership statistics to be used must be sorted by voting strength (owner-grouped) and contain the 25 largest shareholders registered in
Determination of the number of board members (item 12)
The Nomination Committee's proposal is that the number of Board members elected by the Annual General Meeting during the coming term shall be six. In addition to these six members, there are employee representatives who are not elected by the Annual General Meeting.
Determination of the number of auditors and deputy auditors (item 13)
The Nomination Committee proposes that a registered audit firm be appointed as auditor and that no deputy auditor is appointed.
Determination of fees to the members of the Board of Directors and auditors (item 14)
The Nomination Committee proposes that the board fees for the coming year be as follows. The fee is proposed to
Election of Board members and Chairman (item 15)
The Nomination Committee proposes re-election of Anders Mörck,
Election of auditor and deputy auditor (item 16)
The Nomination Committee proposes re-election of the registered audit firm Öhrlings
D. BOARD PROPOSAL FOR A DECISION REGARDING ITEMS 9b, 17-20
Decision on disposition of the company's profit according to the adopted balance sheet (item 9 b)
The Board of Directors proposes that the company's profits be allocated so that
Adoption of the Articles of Association (item 17)
The Board of Directors proposes that the Annual General Meeting approve the proposal for new Articles of Association, where a minor adjustment is proposed regarding company names due to a linguistic change in law. Section 1 of the Articles of Association thus reads as follows:
"The company's name is
An amendment is also proposed regarding section 11 regarding the right to participate in general meetings. The current text is proposed to be deleted and replaced by below. Section 11 of the Articles of Association thus reads as follows:
"Shareholders who wish to participate in the Annual General Meeting must be included in a printout or other presentation of the entire share register regarding the conditions on the day specified in the Swedish Companies Act, and make a notification to the company no later than the date specified in the notice of the meeting. The latter day may not be Sunday, another public holiday, Saturday, Midsummer's Eve,
A linguistic adjustment of the Articles of Association's provision on reconciliation reservations is also proposed due to a change in law. Section 13 of the Articles of Association thus reads as follows:
"The shareholder or nominee who on the record date is entered in the share register and recorded in a record register, in accordance with Chapter 4 of the Act (1998: 1479) on central securities depositories and accounting of financial instruments or who is recorded in a record account in accordance with Chapter 4, Section 18, first paragraph. 6-8 mentioned law, shall be assumed to be competent to exercise the rights set out in Chapter 4, Section 39 of the Swedish Companies Act (2005: 551). "
Finally, it is proposed that the board or the person appointed by the board be authorized to make the minor adjustments in this decision that may be necessary in connection with registration with the Swedish Companies Registration Office.
Acquisition and transfer of treasury shares (item 18)
The Board of Directors proposes that the meeting authorizes the Board to decide, on one or more occasions, until the next Annual General Meeting, on the acquisition of own shares. Acquisitions may be made of so many shares that the company owns a maximum of ten (10) percent of all shares in the company. The shares may be acquired partly through an offer addressed to all shareholders and partly through trading on Nasdaq Stockholm. In the case of acquisitions on Nasdaq Stockholm, the price shall at the time of acquisition be the current market price with deviations that do not exceed the quoted price interval at any given time. The acquisition is mainly intended to fulfil the obligations under call option programs.
The Board is also proposed to be authorized, on one or more occasions, until the company's next Annual General Meeting, to have the right to decide on the transfer of the own shares the company holds at the time of the Board's transfer decision. The transfer may be effected through trading on Nasdaq Stockholm at a price within the quoted price range at any given time. The transfer of treasury shares may be used to cover the company's commitments in accordance with the proposed call option program in item 20. Such transfer may be made at a price in cash or value of acquired property which, in the case of acquisitions, corresponds to the stock price at the time of the transfer or which corresponds to a transfer in accordance with issued call options, a price set by independent advisors such as marketwise at the time of issuance of the options.
The Board has prepared a remuneration report which is proposed to be approved by the Annual General Meeting. The remuneration report is among the Board's complete proposals on the company's website.
Decision on guidelines for remuneration to senior executives (item 20)
The Board of Directors established a proposal for new guidelines for the AGM 2021, adapted to new rules in the Swedish Companies Act, a proposal that was approved by the AGM. This year's guidelines are unchanged compared with the previous year. The Board's complete proposal for guidelines can be read in a special appendix to this notice, entitled "The Board's proposal for guidelines for salaries and other remuneration to senior executives within the
Decision on call option programs for senior executives (item 21)
The Board of Directors proposes that the Annual General Meeting resolves on a call option program aimed at senior executives. It is proposed that the Annual General Meeting instruct the Board to issue call options for a maximum of 300,000 shares, corresponding to a maximum of 0.5 percent of the total number of shares and votes in the company. Until the next Annual General Meeting, senior executives will be offered the option of acquiring call options of a maximum of 300,000 shares. The terms for the call options shall be based on market-based bases according to accepted models at each individual date of issue. The option premium shall constitute 10 percent of the share price at the time of issue. The term of the options shall be a maximum of 3.9 years from its issuance and the exercise period shall be
At the time of the notice,
The Board of Directors also proposes that the meeting approves of transfer of shares acquired in accordance with item 18 for obligations under call option programs. The decision has been prepared by the Board in its entirety. The proposal is part of creating a long-term incentive for important employees. The proposal is considered to be of reasonable scope for employees and
E. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of this notice, the total number of shares in the company amounts to 60,000,000 shares, corresponding to a total of 60,000,000 votes. At the time of the notice, the company holds 133,000 shares in treasury.
F. RIGHT TO REQUEST INFORMATION
The Board of Directors and the CEO shall, if any shareholder so requests, and the Board of Directors considers it can be done without material harm to the company, to provide information on conditions that may affect the assessment of a matter on the agenda, and conditions that may affect
G. AVAILABLE DOCUMENTS
Annual report with audit report, complete resolutions and other documents that will be available before the meeting according to the Companies Act and the Swedish Code of Corporate Governance will be available at the company,
H. MAJORITY REQUIREMENTS
For a valid resolution regarding item 17 according to the above proposal, the resolution is required to be supported by shareholders with two-thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting. For a valid resolution regarding item 20, a majority requirement of nine tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting applies.
I. HANDLING OF PERSONAL DATA
For information on how your personal data is processed, refer to the privacy policy available on
Hillerstorp 25th of
BOARD OF DIRECTORS
For additional information:
President and CEO
Tel +46 370 828 31
thomas.widstrand@troax.com
Anders Eklöf
CFO
Tel +46 370 828 25
anders.eklof@troax.com
About
In 2021
www.troax.com
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