The shareholders in
The Board of Directors has, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act (Sw. aktiebolagslagen) and the company's Articles of Association, decided that shareholders shall be able to exercise their voting rights by postal voting before the General Meeting. Consequently, shareholders may choose to exercise their voting rights at the AGM by attending in person, through a proxy or by postal voting.
RIGHT TO ATTEND AT THE ANNUAL GENERAL MEETING
Shareholders who wish to attend the Annual General Meeting shall:
- be entered as a shareholder in the share register kept by
Euroclear Sweden AB onFriday, April 28, 2023 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder's own name for voting purposes in such time that the registration is completed byWednesday, May 3, 2023 ; and -
latest on
Wednesday, May 3, 2023 - notify their intention to attend the Annual General Meeting by phone +46 470 53 30 00, via the website https://balcogroup.se/bolagsstyrning/bolagsstamma/ or by mail to:
Balco Group AB , Annual General Meeting 2023, Älgvägen 4, 352 45 Växjö,Sweden or - cast their postal vote according to the instructions under the heading "Postal voting" below.
- notify their intention to attend the Annual General Meeting by phone +46 470 53 30 00, via the website https://balcogroup.se/bolagsstyrning/bolagsstamma/ or by mail to:
The notification shall set forth the name/business name, personal identity/reg. number, address, telephone number (daytime), the number of shares held and, when applicable, the number of assistants (not more than two).
In order to be entitled to participate in the Annual General Meeting, shareholders who have had their shares registered with a nominee through a bank or other nominee must temporarily register their shares in their own name with
POSTAL VOTING
Shareholders who do not wish to attend the Annual General Meeting may choose to exercise their voting right at the Annual General Meeting by voting in advance, so-called postal voting in accordance with regulations in
Completed and signed postal voting form can be sent by post to
The shareholder may not give any instructions other than to mark one of the answer alternatives specified in the form. If the shareholder has provided the form with special instructions or conditions, changed or made additions in pre-printed text, the postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://balcogroup.se/bolagsstyrning/bolagsstamma/. If you have any questions, please call +46 470 53 30 00.
PROXIES AND PROXY FORMS
If shareholders intend to be represented by a representative on site at the Annual General Annual General Meeting, such shareholders are requested to send a power of attorney and other authorization documents to
If the shareholder votes by post by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
A power of attorney form is available on the company's website,
https://balcogroup.se/bolagsstyrning/bolagsstamma/.
PROPOSED AGENDA- Opening of the Annual General Meeting
-
Election of chairman for the Annual General Meeting
-
Preparation and approval of the voting list
-
Approval of the agenda
-
Election of one or two persons to verify the minutes
-
Examination of whether the Annual General Meeting has been duly convened
-
Presentation of annual report and the auditor's report as well as the consolidated accounts and the auditor's report on the consolidated accounts
-
Statement by the CEO and the auditor
-
Resolutions on:
a) adopting the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet;
b) allocation of the Company's profit according to the adopted balance sheet; and
c) (i)-(viii) discharge from liability for the members of the Board of Directors and the CEO for the financial year 2022
- Presentation of the remuneration report for approval
- The Nomination Committee's statement regarding its proposals for the Annual General Meeting and the Nomination Committee's explanatory statement regarding their proposal of election of Board members
- Resolution on the number of directors of the board to be appointed
- Resolution on the number of auditors to be appointed
- Resolution on remuneration for the directors of the board
- Resolution on remuneration to the auditor
- (i)-(vii) Appointment of the Board of Directors and the Chairman of the Board of Directors
- Appointment of auditor
- Resolution on the Nomination Committee
- Resolution on issue authorisation for the Board of Directors
- Resolution on:
a) authorisation for the Board of Directors to resolve on acquisition of own shares; and
b) authorisation for the Board of Directors to resolve on transfer of own shares
- Resolution on introduction of incentive programme 2023/2026
- Closing of the Annual General Meeting
THE NOMINATION COMMITTEE
The Nomination Committee has prior to the Annual General Meeting consisted of
Item 2: Election of chairman of the Annual General Meeting
The Nomination Committee proposes
Item 3: Preparation and approval of the voting register
The voting register that is proposed to be approved is the voting register that
Item 4: Approval of the agenda
The Board of Directors proposes that the Annual General Meeting approve the proposed agenda.
Item 5: Election of one or two persons to verify the minutes of the Annual General Meeting
The Board of Directors proposes that the Annual General Meeting elect one or two persons proposed by the Chairman and who are not board members or employees of the company.
Item 6: Examination of whether the Annual General Meeting has been duly convened
The Board of Directors proposes that the Annual General Meeting approves that it has been duly convened.
Item 9 a): Resolution on adopting the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet
The Board of Directors proposes that the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet be approved by the Annual General Meeting.
Item 9 b): Resolution on allocation of the company's profit according to the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting resolves on a dividend of
The record date for the dividend in May is proposed to be
The record date for the dividend in November is proposed to be
It is the Board's assessment that the dividend is justifiable in the light of the requirements that the nature, scope and risks of the business place on the size of the Parent Company's and the Group's equity and the Parent Company's and Group operations' consolidation needs, liquidity and position in general.
Item 9 c): Resolution on discharge from liability for the directors of the board and the CEO for the financial year 2022
The auditor recommends that the Annual General Meeting grants discharge from liability for the financial year. Decisions on discharge from liability are proposed to be made through separate individual decisions for each board member and the CEO in the following order:
(i)
(ii)
(iii) Vibecke Hverven, member of the board of directors
(iv)
(v)
(vi)
(vii)
(viii)
Item 10: Presentation of the remuneration report for approval
The Board of Directors proposes that the Annual General Meeting approves the Board of Directors remuneration report for 2022, which is available on the company's website https://balcogroup.se/bolagsstyrning/bolagsstamma/.
Item 12: Resolution on the number of directors of the board to be appointed
The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, unchanged shall consist of six board members elected by the Annual General Meeting without deputy members.
Item 13: Resolution on the number of auditors to be appointed
The Nomination Committee proposes that the number of auditors, for the period until the end of the next Annual General Meeting, unchanged shall consist of one auditor, without deputies.
Item 14: Resolution on remuneration for the directors of the board
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, no changes of remuneration to the board and committees:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
The proposal entails a total board remuneration amounting to
Item 15: Resolution on remuneration to the auditor
The Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with the approved bill.
Item 16: Appointment of the Board of Directors and the Chairman of the Board of Directors
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting:
Re-election of
(i)
(ii)
(iii)
(iv)
(v) Vibecke Hverven
(vi)
The person proposed as chairman is
(vii)
A presentation of all of the Nomination Committee's proposed board members is available on the company's website https://balcogroup.se/bolagsstyrning/bolagsstamma/.
Item 17: Appointment of auditor
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, for the period until the end of the next Annual General Meeting, re-election of the authorised accounting firm
Item 18: Resolution on the Nomination Committee
The nomination committee proposes that existing instructions for the nomination committee where the "election" of the nomination committee for the upcoming annual general meeting takes place by the nomination committee consisting of representatives of the four largest registered shareholders in terms of votes in the share register kept by
Item 19: Resolution on issue authorisation for the Board of Directors
The Board of Directors proposes that the Annual General Meeting shall decide to authorise the Board of Directors to, at one or several occasions until the next Annual General Meeting, resolve to issue, with or without preferential rights for the shareholders, against payment in cash, payment in kind or payment through set-off, shares or share warrants or convertibles referring to such shares, signifying an increase or potential increase of the company's share capital with a maximum of ten per cent or 2,190,934 shares.
The purpose of the authorisation and the reasons for a possible deviation from the shareholders' preferential rights is that new issues of shares shall be able to occur to finance acquisitions of companies, to raise capital, or to finance further growth in the company in other ways.
Item 20 a): Resolution on authorisation for the Board of Directors to resolve on acquisition of own shares
The Board of Directors proposes that the Annual General Meeting shall decide to authorise the Board of Directors to, at one or several occasions until the next Annual General Meeting, on the following terms, acquire own shares in the share class that, at the time of the utilisation of the authorisation, are admitted to trading on Nasdaq Stockholm.
Acquisitions of shares in the company may be carried out on Nasdaq Stockholm. The number of shares that may be acquired shall not exceed a number implying that the company's total shareholding of own shares after acquisition corresponds to more than one tenth of all shares in the company at any time. The shares in the company on Nasdaq Stockholm shall be acquired only within the from time to time registered price range, i.e. the spread between the highest purchase price and the lowest selling price.
The purpose of the proposed authorisation to acquire own shares is to enable an improvement of the company's capital structure and to give the Board of Directors an increased scope of action, including to be able to use own shares as payment in connection with the acquisition of companies.
Item 20 b): Resolution on authorisation for the Board of Directors to resolve on transfer of own shares
The Board of Directors proposes that the Annual General Meeting shall decide to authorise the Board of Directors to, at one or several occasions until the next Annual General Meeting, on the following terms, resolve on transfers of own shares in the share class that, at the time of the utilisation of the authorisation, are admitted to trading on Nasdaq Stockholm.
Transfers of own shares may be carried out on Nasdaq Stockholm or by other means. Transfers of own shares may be made with deviation from the preferential rights of the shareholders. The maximum number of shares that may be transferred is the total number of own shares held by the company at the time of the Board of Directors' resolution to transfer the shares. Transfers of own shares on Nasdaq Stockholm shall be carried out at a price within the from time to time registered price range, i.e. the spread between the highest purchase price and the lowest selling price. Transfers of own shares in another manner shall be made at a minimum price that shall be determined in close connection with the shares' quoted price at the time of the Board of Directors' resolution to transfer the shares. Payment for own shares that are transferred can be made in cash, in kind or through set-off. The Board of Directors is entitled to determine the other terms and conditions of the transfer which, however, shall be in accordance with the market practice.
The purpose of the proposed authorisation to transfer own shares and the reason for the deviation from the shareholders' preferential rights is to enable an improvement of the company's capital structure and to give the Board of Directors an increased scope of action in relation to future acquisitions by facilitating a fast and cost-effective financing through the disposition of own shares.
Item 21: Resolution on the establishment of incentive program 2023/2026
through
a) issue of warrants with deviation from the shareholders' preferential rights, and
b) approval of the transfer of the warrants to senior executives in the Company and other Group companies
The Board proposes that the Annual General Meeting resolves to implement an incentive program in the Company to current and future senior executives in the Company and, where applicable, its subsidiaries by A) issuing warrants to the wholly-owned subsidiary
Background and motive
The Board deems it important and in the interest of all shareholders that the employees within the
The motive for the proposal and the reason for the deviation from the shareholders' preferential rights is that the Board assess that a personal long-term ownership interest for the management is expected to contribute to an increased interest for the Company's business and earnings development. Through a warrant-based incentive program for employees within the
In light of the terms, the size of the allocation and other circumstances, the Board assesses that the proposed incentive program, in accordance with the following, is both reasonable and favorable for the Company and its shareholders.
The detailed terms and principles for the Incentive Program 2023/2026 are described below.
A. Issue of warrants to the Incentive Company
The Board proposes that the Annual General Meeting resolves to issue not more than 220,000 warrants, entitling for subscription for an equal number of shares in the Company. If all warrants are used for subscription of shares, the Company's registered share capital will increase with not more than
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, only vest in the
The reason for the deviation from the shareholders' preferential rights is the introduction of the Incentive Program 2023/2026 and appears under the heading "Background and reason" above.
The warrants shall be issued at no consideration.
Subscription for warrants shall be made on a separate subscription list within three weeks from the date of the resolution on the issue of warrants. The Board shall be entitled to extend the subscription period.
Subscription for shares at exercise of the warrants can be made according to the following
schedule:
For warrants 2023/2026 during the period from and including the day that falls three (3) years after the day the board decides for the first time to transfer the warrants to the participants up to and including the day that falls 30 calendar days thereafter, but no later than from and with the day that falls 3 years and eight months from the date of the general meeting's decision to issue the warrants.
Each warrant shall entail a right to subscribe for a new B share in the Company at a subscription price corresponding to 120 percent of the volume-weighted average price of the Company's share according to Nasdaq Stockholm's official price list during the ten trading days preceding (but not including) the day on which the board for the first time decides on the transfer of the warrants. However, the subscription price cannot fall below the quota value. The subscription price must be rounded to the nearest
Any premium when subscribing for new shares when exercising a warrant shall be transferred to the unrestricted premium reserve.
The shares subscribed for by exercising warrants shall entitle to dividends for the first time on the record date for dividends that occurs after the subscription is affected.
For the warrants, the terms and conditions set out in the complete terms and conditions for the warrants, Appendices A shall apply . As stated in the complete terms and conditions, the
subscription price as well as the number of shares that each warrant entitles to subscribe for may be recalculated in the event of a bonus issue, new share issue and in certain other cases. Recalculation can also take place when subscribing for shares through a so-called
The new shares that may be issued at subscription are not subject to any restrictions.
The Board or a person appointed by the Board shall be authorized to make any minor adjustments required to register and execute the resolution.
B. Transfer of warrants to senior executives
The Board propose that the Annual General Meeting resolves to approve that the
Under Incentive Program 2023/2026, a right to purchase warrants from the
The Board shall be entitled to decide which individuals of the management are to be offered to acquire warrants in accordance with the guidelines above.
The participants may choose to subscribe for a lower number of warrants than stated above.
The warrants shall be transferred to the participants on market terms at a price that is determined based on an estimated market value of the warrants using the Black-Scholes Model, based on the prevailing market conditions on the day of the onward transfer.
Estimation of market value and estimation of subscription price regarding subscription of a new share in the Company shall be carried out by an independent valuer.
Notification of the acquisition of warrants may be made during the period from and including the date of the general meeting's decision to issue the warrants and for a period of eight months thereafter.
The Board shall however be entitled to prolong or adjust the application period for acquiring
warrants.
A prerequisite for the allotment of warrant is that (i) the participant's employment or assignment with the Company or other
Any warrants held by the
Financing and bonus offer
The participants are offered an opportunity to receive a bonus amounting to the participants
premium for the warrants, provided the participants employment with the Company or other
In case a right to early exercise of the allocated warrants exists, for instance, but not limited to, a delisting or a sale of the majority of the shares in the Company, the participants shall be offered a possibility to receive the bonus even if the time limits above have not been met.
The Board or a person appointed by the Board is also entitled to offer a bonus for allotted warrants if a change of circumstances attributable to the participant occur, for example death, sickness or other distressing circumstances.
The participant is responsible for the financing of the premium at the purchase of the warrants.
Supplementary information
Effect on key figures and costs for the Company etc.
The current incentive program is expected to have a minor impact on the Company's key figures.
Based on a price for the Company's share of
Calculated on the basis of the above estimated value for the warrants, the incentive program is expected to incur costs of approximately 1.3 MSEK, relates to the cash subsidy to
the participants and social security contributions. In addition, minor costs for
foreign social security charges may also be levied for participants in other countries. In addition, the incentive program is expected to entail certain limited costs in the form of external consulting fees and administration regarding the warrants and the program as a whole. Based on the above, no actions have been taken to hedge the program.
Dilution
The estimated maximum dilution of the Incentive Program 2023/2026 is approximately 1,0 percent of the share capital and votes in the Company (based on the number of shares
outstanding in the Company after the exercise of the warrants).
In total, 797,498 warrants are outstanding and held by participants in the Incentive programs 2020/2023, 2021/2024 and 2022/2025, resolved at the 2020 Extraordinary General Meeting, the 2021 Annual General Meeting and the 2022 Annual General Meeting. Outstanding warrants from the incentive programs resolved at the 2020 Extraordinary General Meeting, the 2021 Annual General Meeting and the 2022 Annual General Meeting together with the proposed incentive program comprise a maximum of 1,039,998 warrants that can be exercised for subscription of a maximum of 1,039,998 shares in total, which corresponds to a dilution effect of a maximum of approximately 4,7 percent of the share capital and votes in the Company.
Other share based incentive programs
At the Extraordinary General Meeting on
The warrants of series 2020/2023 may be exercised for subscription of shares from and including December 16, 2023 to and including
The warrants of series 2021/2024 may be exercised for subscription of shares from and including
The warrants of series 2022/2025 may be exercised for subscription of shares from and including
Preparation of the proposal
The principles for the warrant program have been developed by the Company's Remuneration Committee and the Board. The proposal has been prepared with the assistance of external advisors. The Board has subsequently decided to submit this proposal to the Annual General Meeting. Except for the officials who prepared the matter pursuant to instructions from the Board, no employee that may be included in the program has taken part in the preparation thereof.
Majority requirement
A resolution to approve Incentive Program 2023/2026 as set out in A and B above shall be made as one decision and is therefore conditional upon each other. A resolution is valid only when supported by shareholders holding not less than nine-tenths of both the shares voted and of the shares represented at the meeting.
NUMBER OF SHARES AND VOTES
The total number of shares and votes in the company, at the time of the issue of the notice, is 21,909,348. The Company does not possess any own shares at the time of the issue of the notice.
SPECIFIC MAJORITY REQUIREMENTS
Resolution in accordance with the Board of Directors' proposals under item 19 and 20 above requires that shareholders representing a minimum of 2/3 of both the votes cast and the shares represented at the Annual General Meeting approve the proposal. Resolution in accordance with the Board of Directors' proposals under item 21 requires that shareholders representing a minimum of 9/10 of both the votes cast and the shares represented at the Annual General Meeting approve the proposal.
AUTHORISATION
The Board of Directors, or any person appointed by the Board of Directors, is authorised to make such minor adjustments to the Annual General Meeting's resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office,
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed please see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
Shareholders are reminded of the right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005: 551). The Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that this can be done without significant damage to the company, provide information at the Annual General Meeting on matters that may affect the assessment of a matter on the agenda, and matters that may influence the assessment of the company's or subsidiaries' financial situation, the consolidated accounts and the company's relationship with another group company.
AVAILABLE DOCUMENTS
Documents that shall be provided prior to the Annual General Meeting will be available at the company's office and on the company's website, https://balcogroup.se/bolagsstyrning/bolagsstamma/, at the latest from and including
Växjö in
The Board of Directors
For more information, please contact:
Michael Grindborn
CFO and Head of IR
+46 70 670 18 48
michael.grindborn@balco.se
https://news.cision.com/balco-group-ab/r/notice-of-annual-general-meeting-in-balco-group-ab,c3746558
https://mb.cision.com/Main/16052/3746558/1965200.pdf
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