VBG GROUP AB The shareholders of
Right to participate and notification
A) Participation at the meeting venue
Shareholders who wish to participate in the annual general meeting at the meeting venue in person or by proxy must be listed as a shareholder in the presentation of the share register prepared by
Notice may be given in any of the following manners:
• electronically, https://anmalan.vpc.se/euroclearproxy
• by phone, +46 (0)8-402 91 33, weekdays 09.00–16.00 CEST
• by post to
• by e-mail to GeneralMeetingService@euroclear.com
The notification shall include name/business name, personal or corporate identity number, address, telephone number and number of any assistants (not more than two).
If the shareholder is represented by proxy and participate at the general meeting physically, a written and dated power of attorney signed by the shareholder must be issued for the representative. A form of proxy is available on the company’s website, https://vbggroup.com/en/corporate-governance/annual-meetings/. If the shareholder is a legal entity, the proxy shall provide a copy of the power of attorney as well as a certificate of incorporation, or corresponding authorisation document. In order to facilitate the registration at the meeting, the power of attorney together with any registration certificate and other authorisation documents should be sent to the company at the address set out above in connection with the notice of participation.
B) Participation by postal voting
The shareholders may exercise their voting rights at the annual general meeting by postal voting. A shareholder who wishes to participate at the annual general meeting by postal voting must be listed as a shareholder in the presentation of the share register prepared by
A shareholder who wishes to attend the meeting venue in person or by proxy, must give notice of this in accordance with A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.
A special form shall be used for the postal voting, which is available on the company’s website, https://vbggroup.com/en/corporate-governance/annual-meetings/. The shareholder may not provide the postal vote with any special instructions or conditions. If so, the postal vote in its entirety is invalid. Further instructions and conditions are set forth in the postal voting form.
The completed form shall be received by
The postal vote may be submitted in one of the following ways:
• electronically by verification with BankID via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy
• by post to
• by e-mail to GeneralMeetingService@euroclear.com
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A form of proxy is available on the company’s website, https://vbggroup.com/en/corporate-governance/annual-meetings/. If the shareholder is a legal entity, a certificate of incorporation, or corresponding authorisation document, must be attached to the form.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee must, in addition to giving notice of its participation in the meeting, register their shares in their own name so that the shareholder is listed in the share register as of
Agenda
1. Opening of the Meeting
2. Election of chairperson of the general meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group, and the auditor’s statement regarding compliance with the guidelines for remuneration to senior executives
8. Presentation by the president & CEO and the auditor’s report
9. Resolutions regarding
a) the adoption of the income statement and the balance sheet as well as the group’s consolidated income statement and the group’s consolidated balance sheet
b) the allocation of the company’s profits according to the adopted balance sheet
c) the discharge from liability for the board members and the CEO
10. Determination of
a) the number of board members, and
b) the number of auditors
11. Determination of
a) fees to the board members
b) fees to the auditor
12. Election of board members and the chairperson of the board
13. Election of registered audit firm
14. Resolution on approval of the remuneration report
15. Resolution on guidelines for remuneration and other terms of employment to senior
executives
16. Authorisation for the board of directors to transfer own shares
17. Closing of the meeting
Election of chairperson of the general meeting (item 2)
The nomination committee ahead of the annual general meeting has consisted of Göran Bengtsson (appointed by Herman Kreftings Stiftelse för Allergi- och Astmaforskning), Johan Lannebo (appointed by
The nomination committee proposes that the chairperson of the board of directors Johnny Alvarsson is elected as chairperson of the annual general meeting 2024.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list prepared by
Determination regarding the allocation of the company’s profits according to the adopted balance sheet (item 9b)
The board of directors proposes a payment of an ordinary dividend of
Determination of the number of board members and the number of auditors (items 10a and 10b)
The nomination committee proposes that the board of directors shall consist of six ordinary board members without deputies. The nomination committee further proposes a registered audit firm as auditor of the company.
Determination of fees to the board members and fees to the auditor (item 11a and 11b)
The nomination committee proposes that the fees to the board members shall amount to a total of
The nomination committee proposes that fees to the auditor shall be paid in accordance with approved invoice.
Election of board members and chairperson of the board (item 12)
The nomination committee proposes that
Election of registered audit firm (item 13)
The nomination committee proposes, in accordance with the audit committee’s recommendation, re-election of the registered audit firm
Resolution on guidelines for remuneration and other terms of employment to senior executives (item 15)
The board of directors proposes that the annual general meeting 2024 resolves on the following revised guidelines for remuneration to senior executives. In comparison with the current guidelines, adopted by the annual general meeting 2020, the proposal mainly entails that the criteria for variable remuneration are changed, a possibility of conditional cash remuneration when acquiring shares of series B in the company is introduced and, as regards pension benefits, an additional 5% can be offered in direct pension. In addition, some editorial changes have been made.
Scope and application of the guidelines
The guidelines pertain to remuneration and other terms of employment for the Group Management of
The preparation of remuneration issues is managed by the remuneration committee, which performs the tasks of the committee under the Swedish Corporate Governance Code.
The guidelines are to be applied to contracted remuneration, and to changes in previously contracted remuneration after adoption by the 2024 annual general meeting. The guidelines do not cover remuneration resolved by the general meeting such as board fees and share-based incentive programs.
How the guidelines promote VBG Group’s business strategy, long-term interests and sustainability
Briefly put, VBG Group’s business strategy within selected product and market segments entails acquiring, owning and developing industrial companies in business-to-business commerce with strong brands and good growth potential.
To successfully implement VBG Group’s business and sustainability strategy and safeguard VBG Group’s long term interests, it will be necessary for
Forms of remuneration
VBG Group’s remuneration system must be on market terms and competitive. Remuneration can be paid as fixed cash salary, variable remuneration, pension and other customary benefits.
Fixed remuneration shall be individual to each senior executive and based on the executive’s areas of responsibility and performance.
Variable remuneration is to be limited and based on the financial performance of the group or respective division compared with established goals. For senior executives, the annual variable portion will depend on position and contract. Variable remuneration may range from 33% to a maximum of 50% of the senior executive’s fixed annual salary. In addition, senior executives may be offered an additional cash bonus to the effect that if the senior executive invests an amount up to half of the paid variable remuneration after tax for the previous year in the company by acquiring shares of series B, the senior executive will receive a gross cash bonus before tax corresponding to the amount invested.
Pension benefits in general will correspond to pension benefits as provided by law and collective agreement (the ITP plan). It is, however, possible for the executive to opt for other pension arrangements at the same cost to
Other benefits could entail a company car, health care and other similar benefits. Other benefits will comprise a smaller share of total remuneration, and can correspond to a maximum of 12% of the senior executive’s fixed annual salary.
For employments covered by laws and regulations in a country other than
Criteria for disbursement of variable remuneration
The criteria forming the basis for disbursement of variable remuneration are to be adopted yearly by the board for the purpose of ensuring the criteria are in line with VBG Group’s current business strategy and earnings targets. The criteria may be individual or shared, financial or otherwise and must be designed in a way that they promote VBG Group’s business strategy, sustainability strategy and long-term interests, which means the criteria must be clearly linked to the company’s business strategy and objectives.
The financial criteria that form the basis of any variable remuneration must be based on improvements of operating profit before tax (EBT) and operating margin targets (EBITA margin, or alternately EBIT margin).
The non-financial criteria forming the basis of any variable remuneration must be linked to clear and measurable operations-related targets, such as ones that benefit the general financial criteria and operating profit. The targets can also be at the level of specific divisions, and linked to the division’s business development, business plan or other significant activities decided by the board or group management. The criteria can also be linked to the employee themselves, for example personal goals to be fulfilled under a performance plan.
The period forming the basis for assessing whether or not the criteria have been met (the measurement period) must be at least one year. The extent to which the criteria have been met will be determined by the remuneration committee after the conclusion of the measurement period. The assessment of whether or not criteria have been met must be based on the latest financial information released by
The board of directors shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on incorrect grounds.
Salaries and conditions of employment for employees
For the purpose of assessing the reasonability of the guidelines, the board took salaries and conditions of employment for VBG Group’s employees into account when preparing these guidelines. In this regard, the board has reviewed information on the total remuneration of employees, the forms of remuneration and how and at what pace the level of remuneration has changed over time.
Period of notice and severance pay
Senior executives are permanently employed. The period of notice from the company is 6–12 months, and from the senior executive 3–6 months.
Severance pay in addition to salary during the period of notice may not exceed the senior executive’s fixed annual salary. The total sum of fixed salary during the period of notice and severance pay may not exceed an amount corresponding to the senior executive’s fixed salary for 24 months.
Remuneration may be paid for a non-competition obligation. Such remuneration must compensate for any loss of income, and will only be paid to the extent the former senior executive lacks the right to severance pay. Remuneration can total a maximum of 60% of the senior executive’s fixed salary at the time notice is given, if not otherwise stipulated by law, the mandatory provisions of a collective bargaining agreement or established practice. Such remuneration may be paid during the period the non-competition obligation is in force, which may be a maximum of twelve months after the termination of employment.
For employments covered by laws and regulations in a country other than
Decision-making procedure for establishing, reviewing and implementing the guidelines
The board of directors has established a remuneration committee tasked with preparing the board’s decisions on issues of remuneration policy, remuneration and other conditions of employment for senior executives; monitoring and evaluating programs for variable remuneration to senior executives, both ongoing and concluded during the year; and monitoring and evaluating the application of the guidelines for remuneration to senior executives that the general meeting is to resolve on as well as remuneration structures and levels in
The board of directors will prepare proposals for new guidelines when substantial changes to the guidelines are required, but at least once every four years. The board of directors will present the proposal for resolution at the annual general meeting. The guidelines will be in force until new guidelines are adopted by the general meeting.
For the purpose of avoiding conflicts of interest, senior executives will not be present while the board of directors addresses and decides on issues related to remuneration, to the extent such issues concern them.
Deviation from the guidelines
The board of directors may decide to temporarily deviate from the guidelines if, in an individual case, there are particular reasons for doing so and a deviation is necessary to provide for VBG Group’s long-term interests and sustainability, or to ensure VBG Group’s financial strength.
Particular reasons may, for example, consist of a deviation being deemed necessary to recruit or maintain key persons, or under extraordinary circumstances such as
Authorisation for the board of directors to transfer own shares (item 16)
The board of directors proposes that the annual general meeting authorise the board to resolve, on one or more occasions up until the next annual general meeting in 2025, on the transfer of acquired Series B shares with deviation from the shareholders' preferential right. Transfers may be made of no more than the number of Series B shares held by
The purpose of the proposal, and the reason for the deviation from the shareholders' preferential right, is to enable the board of directors to facilitate acquisition financing by utilising own shares.
The board of directors, or the person appointed by the board of directors, is authorised to make such minor adjustments to the above proposal as may prove necessary in connection with the execution of the board of directors' resolution on transfer of own shares.
A valid resolution requires that the proposal is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Shares and votes
At the time of this notice, the total number of registered shares in the company amounts to 26,196,024, of which there are 2,440,000 shares of series A with ten (10) votes each and 23,756,024 shares of series B with one (1) vote each. The company holds 1,191,976 own shares of series B, corresponding to 1,191,976 votes, which are thus not represented at the meeting.
Documentation
The nomination committee’s reasoned statement, form of proxy and postal voting form are available at the company and on the company’s website, https://vbggroup.com/en/corporate-governance/annual-meetings/.
The annual report and the auditor’s report, along with all other documents relating to the proposals will be held available at the company’s premises and on the company’s website at least three weeks prior to the annual general meeting and will be sent free of charge to shareholders who so request and inform the company of their postal address.
Information to the shareholders at the meeting
The board of directors and the CEO shall, if any shareholder so requests, and the board of directors considers that this can be done without significant harm for the company, at the meeting provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy notice available at Euroclear Sweden AB’s website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Trollhättan,
The board of directors of
© Modular Finance, source
