The shareholders of
Registration for the Annual General Meeting begins at
The Board has resolved that the shareholders will be able to exercise their voting rights by postal voting in accordance with Chapter 7, Section 4a of the Swedish Companies Act (2005:551) and the Company's articles of association. Shareholders may therefore choose to exercise their voting rights at the Annual General Meeting through physical presence at the meeting, through appearance by proxy or through postal voting.
Right to attend the Annual General Meeting
Shareholders who wish to attend the meeting must:
- be recorded in the share register maintained by
Euroclear Sweden AB onWednesday May 3, 2023 -
notify the Company of their intention to attend the Annual General Meeting or submit their postal vote no later than
Friday May 5, 2023
Notice of attendance may be made:
- by mail to
Lindab International AB (publ), "Annual General Meeting", SE-269 82 Båstad,Sweden -
by telephone to
Lindab +46 431 850 00 - via the Company's website at www.lindabgroup.com
When giving notice of attendance, shareholders must state their name, personal identification number or corporate identification number, address and telephone number, as well as information about any representatives and assistants. Shareholders exercising their voting rights by postal voting do not need to give a particular notice of attendance, see below under postal voting. Shareholders whose shares are nominee-registered must, in order to participate in the Annual General Meeting and exercise their voting rights, temporarily re-register the shares in the shareholder's own name so that the shareholder is registered in the share register kept by
Shareholders who are represented by proxy must provide a dated proxy form in writing for the representative.
Proxy in original, certificate of registration or other authorisation documents shall be submitted to
Postal voting
Shareholders will be able to exercise their voting rights by postal voting. A special form must be used for the postal vote. The postal voting form is available on the Company's website www.lindabgroup.com and can also be provided by contacting the Company in accordance with the contact information stated above. Completed and signed postal voting forms can be sent by mail to
Shareholders may not submit special instructions or conditions with the postal vote. In such case, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and on the Company's website www.lindabgroup.com.
Shareholders who wish to recall a cast postal vote and instead exercise their voting rights through physical presence or by proxy must inform the secretariat of the Annual General Meeting before the Annual General Meeting opens.
If a shareholder submits a postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the Company's website www.lindabgroup.com, as well as on the last page of this notice, and will be sent on request to shareholders who state their postal address. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
Agenda for the Annual General Meeting
Proposed agenda
- Opening of the Annual General Meeting and election of chairman of the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of two persons to verify the minutes together with the chairman.
- Determination as to whether the meeting has been duly convened.
- Report by the CEO
- Presentation of the annual report and the auditor's report, as well as the consolidated accounts and the consolidated auditor's report, for the financial year 2022 and the auditor's opinion on whether the guidelines regarding remuneration to senior executives which have applied since the previous Annual General Meeting have been complied with.
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Resolutions regarding
- the adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2022.
- the disposition of the Company's profits pursuant to the adopted balance sheet and the record dates for dividend.
- the discharge from personal liability for the Board and the CEO.
- Determination of the number of Board members and deputy Board members elected by the Annual General Meeting.
- Determination of fees to the Board and auditors.
-
Election of the Board.
Peter Nilsson (re-election, the Nomination Committee's proposal)Viveka Ekberg (re-election, the Nomination Committee's proposal)Sonat Burman-Olsson (re-election, the Nomination Committee's proposal)Anette Frumerie (re-election, the Nomination Committee's proposal)- Per Bertland (re-election, the Nomination Committee's proposal)
Marcus Hedblom (re-election, the Nomination Committee's proposal)Staffan Pehrson (re-election, the Nomination Committee's proposal)
- Election of auditor.
- Resolution regarding approval of remuneration report.
- Proposal for resolution on a call option plan.
- Authorisation for the Board to resolve on transfer of treasury shares.
- Closing of the Annual General Meeting.
Proposed resolutions
The Nomination Committee for the 2023 Annual General Meeting has consisted of the chairman
Election of chairman of the Annual General Meeting (item 1)
The Nomination Committee proposes that the Annual General Meeting elects
Proposal for disposition of profits and record dates for dividend (item 8 b)
The Board proposes that a dividend of in total
Proposal for number of Board members and deputy Board members (item 9)
The Nomination Committee proposes that the number of Board members elected by the Annual General Meeting shall remain unchanged and thus, be seven Board members without deputy Board members.
Proposal for fees to the Board and auditors (item10)
The Nomination Committee has previous years evaluated the possibility to stimulate the Board members' interest in the Company and its financial development and to create the possibility for the Board members to have a financial interest in the Company that is equivalent to the shareholders. Thus, the Annual General Meeting of 2019 established a principle henceforth, stating that a part of the fee to the Board shall be invested in
Consequently, the Nomination Committee proposes, similar to previous years, that 1/3 of the net fee shall be invested in
- Acquisition of shares shall be made after the Annual General Meeting 2023 and before the second quarter financial report of 2023, or as soon as possible, if a Board member is prevented by law from acquiring the shares earlier.
- The shares shall be kept by the Board member for a five (5) year period from the date of acquisition by the Board member.
- The obligation to keep the shares for at least five (5) years shall be observed also if the Board member leaves the Board.
The Nomination Committee proposes that the fee to the chairman of the Board shall amount to
The Nomination Committee proposes that the fee to the chairman of the Audit Committee shall be unchanged and amount to
The Nomination Committee proposes that the fee to the chairman of the Remuneration Committee shall be unchanged and amount to
The total fee for the Audit Committee and the Remuneration Committee shall not exceed
The Nomination Committee proposes that the auditor's fee shall be paid in accordance with approved account.
Proposal for election of the Board (item 11)
The Nomination Committee proposes: Re-election of the Board members Per Bertland,
The Nomination Committee proposes
Proposal for election of auditor (item 12)
In accordance with the recommendation of the Audit Committee, the Nomination Committee proposes re-election of the registered audit firm
Proposal for approval of remuneration report (item 13)
The Board proposes that the Annual General Meeting resolves to approve the Board's remuneration report pursuant to Chapter 8, Section 53a of the Swedish Companies Act (2005:551).
Proposal for resolution on a call option plan (item 14)
The Board proposes that the Annual General Meeting 2023 resolves to introduce a call option plan for senior executives and certain key employees in the
The objective of the plan, and the reason for deviating from the shareholders' preferential rights, is to strengthen the link between the work of senior executives and the creation of shareholder value. By those means, it is considered that there will be an increased alignment of interests between the senior executives and the shareholders of
1. Number of call options, participants and allotment of call options
The call options shall be freely transferable but subject to an agreed right of first refusal in favour of
Assignment of call options to employees outside of
The participant is responsible for any tax consequences, possible financial support for acquiring call options or underlying shares, and for other practical handling of the call options.
2. Acquisition of call options
Acquisition of call options shall take place during an application period as soon as practically and legally possible after the Annual General Meeting. The price shall correspond to market value, calculated by an external appraiser based on the so called Black & Scholes-formula.
3. Time and price for acquisition of shares
Each call option shall entitle to acquisition of one (1) share in
The number of shares that the call options entitle to, and the exercise price may be recalculated based on, among other things, extraordinary dividends paid, bonus issues, share splits or reverse share splits, rights issues or certain reductions of the share capital or similar actions.
4. Delivery of shares
5. Costs and effects on key ratios etc.
The market value of the call options is
If all the proposed 275,000 call options are acquired and exercised for acquisition of shares, these will constitute approx. 0.35 per cent of the current total number of shares and votes in
6. The preparation of the proposal
The Call Option Plan has been prepared by the remuneration committee of the Board and has been discussed at Board meetings during the spring 2023.
7. Other incentive plans in
8. Special authorization for the CEO
The CEO of
9. The Board's proposed resolution
Referring to the description above, the Board proposes that the Annual General Meeting resolves on the Call Option Plan.
10. Majority requirements
A resolution on the Call Option Plan in accordance with the Board's proposal is valid if it is supported by shareholders representing more than nine tenths of the votes cast and the shares represented at the Annual General Meeting.
Authorisation for the Board to resolve on transfer of treasury shares (item 15)
The Board proposes that the Annual General Meeting 2023 authorises the Board to resolve on transfer of the Company's treasury shares on the following terms and conditions:
- Authorisations may be exercised on one or several occasions during the period up to the Annual General Meeting 2024.
- Transfer may be made of maximum the number of shares held by the Company at the time of the Board's resolution on transfer.
- Transfer may be made with a deviation from the shareholders' preferential rights.
- Transfer may be made against cash payment by sale on Nasdaq Stockholm at a price within the price band registered from time to time, being the interval between the highest paid price and the lowest sale price at the time of transfer.
- Transfer may take place against payment of the whole or part of the purchase price in connection with the acquisition of a company or business, or part of a company or business. Transfer in connection with an acquisition of a company or business may take place at a market value appraised by the Board. Consideration for the transferred shares in connection with the acquisition of a company may be made by contribution in kind or by means of set off.
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The Board may resolve on further terms and conditions for the transfer.
Lindab's existing holding of treasury shares at the time of the Annual General Meeting 2023 amounts to 2,200,838 shares, which corresponds to three (3) per cent of the total number of shares in the Company.
The purpose of the authorisations above is to facilitate the financing of acquisitions by the utilisation of the Company's treasury shares.
If the transfer cannot be made according to the above, the Company may resolve to cancel the shares by reducing the Company's share capital without payment to the shareholders.
In order for this resolution to be valid, it must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the General Meeting.
Available documents and information about the number of shares and votes in the Company
The 2022 annual report, the auditors' report, the Board's remuneration report and the Board's complete proposals regarding the agenda items 8 b) and 14-15 as well as related documents will be kept available for the shareholders at the Company's headquarters at the address
The total number of shares and votes in the Company amounts to 78,842,820.
Information at the Annual General Meeting
At the Annual General Meeting, the Board and the CEO shall, if requested by a shareholder and the Board considers that it can be done without material damage to the company, provide information regarding issues that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company's or its subsidiaries' financial position or the company's relation with other companies within the group. A shareholder who so requests may send questions in advance by post to
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Båstad in
The Board of Directors
Contacts:
Chairman of the Board
Phone: +46 (0) 431 850 00
President and CEO
E-mail: ola.ringdahl@lindab.com
Phone: +46 (0) 431 850 00
Head of Corporate Communications
E-mail: catharina.paulcen@lindab.com
Mobile: +46 (0) 701 48 99 65
The Group had sales of
The share is listed on the Nasdaq Stockholm, Large Cap, under the ticker symbol LIAB.
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