Invitation to attend the Annual General Meeting of Collector AB on April 25 2017
Gothenburg, Sweden – Collector AB (publ) (Nasdaq Stockholm: COLL). Invitation to attend AGM April 25 2017
Shareholders of Collector AB (publ), Reg. No. 556560-0797, are hereby invited to attend the Annual General Meeting on Tuesday, 25 April 2017, at 3.00 p.m., at the premises of the West Sweden Chamber of Commerce at Parkgatan 49 in Gothenburg, Sweden. Admittance to the Meeting will commence at. 2.15 p.m.
Right to participate and registration
Shareholders entitled to attend the Annual General Meeting are those who are i) registered in the share register maintained by Euroclear Sweden AB as per Wednesday, 19 April 2017, and ii) those who have notified the Company of their intention to participate, with that notification being received by the Company no later than Thursday, 20 April 2017.
Notification to participate in the Annual General Meeting can be submitted using the notification form at www.collector.se, by mail to Computershare AB ”Collector AB's Annual General Meeting”, Box 610, SE-182 33 Danderyd, Sweden or by telephone to +46 (0)771 – 24 64 00 (9.00 a.m. - 4.00 p.m.). When registering, please state your name, personal or corporate identity number, address, and, where applicable, the name of any assistant, the name and personal identity number of any proxy or the name and personal identity number of any substitute. Please note that the last date for registration by telephone is Thursday, 20 April 2017, at. 4.00 p.m.
Shareholders may be accompanied at the Annual General Meeting by at most two assistants on notification of the intended number of accompanying assistants in accordance with the procedure for shareholder registration to the Annual General Meeting.
Admission cards will be sent by mail and are to be brought to the Annual General Meeting.
To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered with a nominee, must temporarily re-register their shares in their own name. Shareholders requiring such re-registration, voting right registration, must inform the nominee to this effect in good time before Wednesday, 19 April 2017. This re-registration must be implemented at Euroclear Sweden AB by Wednesday, 19 April 2017.
Shareholders represented by proxy must issue a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, an attested copy of the valid registration certificate for the legal entity (or equivalent document for a foreign legal entity) must be enclosed with the power of attorney. The documents may not be more than a year old. The power of attorney may, however, state a longer period of validity, with a maximum of five years. Power of attorney forms are available from the company website, www.collector.se. For ordering power of attorney forms, the same address, email address and phone number apply as stated in the registration for the Annual General Meeting.
To facilitate registration, the power of attorney in the original, certificates of registration and other authorizing documents should be sent to the Company at the above address no later than Thursday, 20 April 2017.
- Opening of the Annual General Meeting
- Election of a chairman for the Meeting
- Preparation and approval of voting list
- Approval of agenda
- Election of one or two persons to verify the minutes of the Meeting
- Determination of whether the Meeting has been duly convened
- Address by the Chairman of the Board
- Presentation of the Annual Report, audit report, consolidated accounts and consolidated audit report
- Resolution on the adoption of the income statement, balance sheet, and consolidated income statement and consolidated balance sheet
- Resolution regarding the appropriation of the Company’s profit according to the adopted balance sheet
- Resolution on discharge from liability for Board Members and the CEO
- Determination of the number of Board members, deputy Board members and the number of auditors and deputy auditors
- Determination of remuneration to Board members and auditors
- Election of:
- a, Board members
- b, Chairman of the Board and Vice Chairman
- c, auditor
- Adoption of guidelines on compensation for senior executives
- Adoption of principles for appointing the Nomination Committee together with the instructions for the members of the Nomination and Remuneration Committees.
- Resolution to authorize the Board to issue new shares
- Resolution regarding issue of personnel convertibles
- Closing of the Meeting
NOMINATION COMMITTEE'S PROPOSED RESOLUTIONS UNDER ITEMS 2, 12, 13, 14 AND 16
The Nomination Committee, appointed in accordance with the procedure resolved by the 2016 Annual General Meeting, consisted of Erik Selin (Fastighets AB Balder), Rolf Lundström (StrategiQ Capital AB), Fabian Hielte (Ernström Finans AB) (chairman of the Nomination Committee), and Lena Apler (Chairman of the Board), together representing about 66 percent of the votes for all shares in the Company.
The Nomination Committee proposes that lawyer Anders Strid chair the Meeting.
The Nomination Committee proposes that the Board shall consist of seven ordinary members without deputies and that the Company shall have one auditor with no deputy.
The Nomination Committee proposes a fixed fee of SEK 600,000 to the Chairman and SEK 300,000 to each of the other members and that fees to the auditor be paid in accordance with approved invoicing. The Nomination Committee further proposes that the members of the Risk, Audit and Credit Committees receive an additional fee of SEK 100,000 per committee in addition to their Board fees.
The Nomination Committee proposes re-election of Lena Apler, Erik Selin, Christoffer Lundström, Azita Shariaty and Cecilia Lager, as well as the new election of Patrik Casimir Reuterskiöld and Anna Settman as Board members. The Nomination Committee also proposes that Lena Apler be elected Chairman of the Board and that Erik Selin be elected as Vice Chairman.
Patrik Casimir Reuterskiöld, born in 1976, holds an MBA from the Stockholm School of Economics and Bachelor of Laws degree from Stockholm University. Patrik has extensive international experience in the financial sector as an advisor and investor. Among other positions, Patrik has a background as a senior investment banker, most recently at Morgan Stanley, where he led the Nordic Financial Institutions Group in Investment Banking. Patrik has advised clients on some of the largest and most complex mergers and acquisitions and capital markets transactions in the Nordic financial services sector in recent years.
Anna Settman, born in 1970, holds a degree in market economics from Berghs School of Communication and has completed the IFL program at the Stockholm School of Economics. Anna has extensive experience from various executive positions in digitization and media including as President of Aftonbladet. She is a member of the Boards of Telia AB and Anticimex TopHolding AB, among others. Previously, she has also been a member of the Boards of Nordnet Bank AB and DIBS Payment Services AB.
The Election Committee proposes that the registered firm of auditors PricewaterhouseCoopers AB be re-elected as the Company’s auditors until the close of the 2018 Annual General Meeting. It is noted that PricewaterhouseCoopers AB has communicated that authorized public accountant Peter Nilsson will be the auditor responsible.
The Nomination Committee proposes that the Annual General Meeting adopt corresponding guidelines for appointment of the members of the Nomination Committee and that the instructions for the Nomination Committee adopted at the 2016 Annual General Meeting be valid until the next Annual General Meeting.
Accordingly, the Company should always have an Election Committee consisting of four persons. In addition to the three largest shareholders on the final banking day in September being entitled to appoint one member of the Election Committee each, the Chairman of the Board shall also be a member of the Election Committee. From among its members, the Election Committee appoints a Chairman. The Chairman of the Board may not be the Chairman of the Election Committee. The mandate of the Election Committee shall extend until the appointment of a new Election Committee.
The task of the Election Committee shall be to submit proposals, prior to the Annual General Meeting, regarding the Chairman of the Annual General Meeting, the number of Board Members, the Chairman and other members elected to the Board, fees and other remunerations to each of the Board Members elected by the Annual General Meeting and to members of the Board’s committees, the number of auditors, the auditors, fees to the auditors, the election of the Election Committee, or a resolution on the principles for the appointment of the Election Committee, as well as instructions for the Election Committee and the remuneration of its members. The Nomination Committee also proposes that the Company bear reasonable costs associated with the Election Committee’s mandate and that fees can be paid to the members of the Election Committee if so approved by the Annual General Meeting.
The complete proposal for guidelines for appointment of the Election Committee and the instructions for the Election Committee are available on the Company’s website www.collector.se.
THE BOARD OF DIRECTORS' PROPOSALS FOR RESOLUTIONS UNDER ITEMS 10, 15, 17 AND 18
The Board of Directors proposes that the Annual General Meeting resolves that the unappropriated earnings at the disposal of the Annual General Meeting of SEK 1,182,852,425 be appropriated such that SEK 1,182,852,425 be carried forward, meaning that no dividend is paid.
The Board of Directors proposes that the Annual General Meeting adopt the following guidelines for the remuneration of senior executives.
Salary and other terms of employment shall be such that the Group is always able to attract and retain competent senior executives at reasonable expense to the Company.
Remuneration to senior executives shall be determined in accordance with Collector’s remuneration policy, which is based on the Finansinspektionen’s (Swedish Financial Supervisory Authority) regulations on remuneration, national implementation of the EU directive on capital requirements for banks, as well as international practices with regard to sound remuneration structures.
Senior executives’ remunerations consist of fixed salary, pension and other benefits. To avoid senior executives being encouraged to take unsound risks, no variable remuneration is paid. Consequently, fixed remuneration, combined with pension provisions and non-monetary benefits, constitute the employee’s total remuneration. Furthermore, the Annual General Meeting may resolve to offer long-term incentive programmes, such share- or share price-related incentive programmes.
Each senior executive shall be offered a fixed salary on market terms and based on the complexity of the job and the executive’s experience, responsibility, competence and performance. Fixed salary is revised annually.
No variable salary (bonus) is to be paid to senior executives.
Non-monetary benefits shall facilitate senior executives’ performance of their duties and are determined by what is considered reasonable in relation to general market practices.
Each senior officer shall be offered a pension on market terms in the country where the senior officer has his or her permanent residence.
Termination and severance pay
Fixed salary during the period of notice and severance pay for senior executives shall not exceed 24 months’ fixed salary.
Remuneration to Board Members
To the extent that Board Members perform work outside the framework of their Board work, they shall be allowed to receive fees for such work. This remuneration should be on market terms and must be approved by the Board.
Deviations from the guidelines
In individual cases, the Board shall be entitled to deviate from these guidelines should there be special reasons to do so.
The Board of Directors proposes that the Annual General Meeting authorize the Board, at most until the next Annual General Meeting, to issue new ordinary shares on one or more occasions, with or without deviation from shareholders' preferential rights and against payment in cash, in kind or by set-off. The number of shares that may be issued may not exceed 10,269,051 ordinary shares, corresponding to a dilution effect of approximately 10.0 percent of the share capital and votes, based on the current number of shares in the Company.
The reasons for the authorization and for issuance decisions being made deviating from shareholders' preferential rights is that the Board wishes to increase the Company's financial flexibility and enable rapid and efficient adaptation of the Company's capital structure to the established financial targets and such changes in capital adequacy rules that may be adopted at short notice. An issue deviating from shareholders' preferential rights also makes it possible for the Company to issue ordinary shares as payment in connection with possible corporate acquisitions that the Company may undertake. The subscription price shall be determined according to prevailing market conditions at the time the shares are issued.
To be valid, a resolution in accordance with the Board’s proposal requires the approval of shareholders representing at least two thirds of both the votes and the shares represented at the Annual General Meeting.
Resolution regarding issue of personnel convertibles
The Board proposes that the Meeting resolve to establish a convertible program for Group employees in Sweden, Finland and Norway. The convertible program entails the Company issuing a convertible debenture with a nominal value not exceeding SEK 100 million by issuing convertibles. It shall be possible to exchange the convertible debenture for ordinary shares in the Company.
Deviating from shareholders' preferential rights, those entitled to subscribe for convertibles should be individuals who, at the end of the acceptance period for the offer, were Group employees, provided that their period of service in 2017 is estimated to correspond to at least 50 percent of full-time employment. Employees include permanent employees not having resigned or been dismissed from employment or retired before the end of the application period on 15 June 2017.
The reason for the proposal, and the reasons for the deviation from shareholders' preferential rights is that the Board wishes to create conditions for retaining employees in the Collector Group and to spread and increase share ownership among those who can be expected to stimulate increased interest in business and profitability, boost motivation, increase solidarity with the Group and generate Group-wide focus. To participate in the program, participants are required to make an investment and the program is designed on market terms and in a manner that prevents short-term risk-taking. It is also the Board's view that the convertible program is designed in a manner that is consistent with the Group's guidelines for compensation and the requirements for compensation systems derived from FFFS 2011:1 and FFFS 2014:22.
The employees of the Collector Group are divided into three different groups.
To receive an allocation, each employee must subscribe for a nominal of not less than SEK 50,000.
The right to subscribe for convertibles, deviating from shareholders' preferential rights, also applies to additional individuals employed by the Company in Norway and Finland. It shall also be possible for these convertibles to be subscribed for by a wholly owned subsidiary within the Group or by third parties, for further transfer to such individuals. The terms of such further transfers shall correspond to what otherwise applies to employees subscribing for convertibles.
The convertibles will be issued at a subscription price of 100 percent of the nominal amount. The convertibles shall be subscribed for during the period from 1 June 2017 until 15 June 2017 and shall be paid in cash no later than 30 June 2017.
There is no set repayment date for the convertibles. Holders are not entitled to repayment of the loan other than following the Company's decision to repay the loan, or in the event of the Company entering bankrupt or becoming subject to liquidation. To the extent that conversion has not already taken place, the loan is to be repaid with accrued interest. Excluding certain specific situations, the repayment date may not occur earlier than 1 September 2020 and not earlier than 40 days after holders are informed of the Company's decision.
The loan carries interest effective from 30 June 2017. Interest matures on 30 June each year, the first time on 30 June 2018 and on the repayment of the loan. Upon conversion instigated by the holder and on automatic conversion (see below), entitlement to interest ceases from the immediately preceding interest payment date. The Company is entitled to cancel an interest payment in the event that the Company, as of the reference date (as defined in the full terms) immediately preceding the interest payment date, does not meet the combined buffer requirement under the regulations that implement and/or apply European Parliament and Council Directive 2013/36/EU. If the Company has cancelled interest payment, the entitlement of the holders of the convertibles to the unpaid interest is forfeited. The interest rate is determined separately for each interest period and shall be the three-month STIBOR rate in SEK plus 5.1 percentage points.
During the period from 1 July 2020 until 31 January 2021, holders shall be able to convert each convertible into one ordinary share in the Company at a conversion price to be set at 112 percentage points of the amount corresponding to the volume-weighted average (rounded to the nearest SEK 0.10, with SEK 0.05 being rounded down) of the prices paid according to the Nasdaq Stockholm exchange's official price list for ordinary shares in the Company during the period 17 May 2017 to 26 May 2017. Under certain circumstances, holders may also request earlier conversion. Furthermore, if the holder requests conversion on 31 August 2020 or thereafter, conversion shall take place at an adjusted conversion price based on the current share price at that time if this is lower than the normal conversion price. Rather than effectuating the conversion, the Company is then entitled to repay all or part of the convertible debt for which the holder has requested conversion.
The Company shall have the right, immediately upon registration of the share issue decision, to request conversion of the holders' convertible debt into new ordinary shares in the Company. On conversion instigated by the Company prior to 31 July 2020 conversion is to take place at an adjusted conversion price calculated to compensate convertible holders for the loss of the convertibles' option value and, for conversion instigated by the Company on 31 August 2020 or thereafter, conversion is to take place at a conversion price equal to current share price or the normal conversion price, whichever is lower (in accordance with the detailed terms set forth in the full terms and conditions).
All convertibles are to be converted automatically if the core Tier I capital ratio for the Company's consolidated situation or for the Company falls below 7 percentage points in accordance with European Parliament and Council Regulation No 575/2013. On automatic conversion, the conversion price shall correspond to the conversion price that would apply if conversion were instigated by the Company at the same time as conversion is initiated automatically.
The Company is entitled but not obliged to either acquire the convertibles held or to repay its convertible debentures plus accrued interest in the event the holder of the convertibles intends to transfer convertibles to a third part prior to 30 June 2020. In the event that a holder of convertibles terminates his/her employment with the Company prior to 30 June 2020 or is dismissed from his/her employment with the Company, the Company is entitled but not obliged to repay that holder for his/her convertible debentures plus accrued interest.
Assuming that the loan is fully subscribed in the amount of SEK 100 million and assuming the conversion price is set at SEK 112, equivalent to 112 percentage points of SEK 100, which was the closing price on 16 March 2017 for the Company's ordinary shares on the Nasdaq Stockholm exchange, the share capital will increase by SEK 89,286 on full conversion based on the current quota value of SEK 0.10 per share. This corresponds to a dilution effect of approximately 0.9 percent of the share capital and votes after full conversion.
For the decision to be made in accordance with item 18, approval is required from shareholders representing at least nine tenths of both the votes cast at the Meeting and the shares represented.
Number of shares and votes
At the time of issuance of this notice, there were a total 102,690,502 shares and votes in the Company. The Company holds no treasury shares.
Annual General Meeting documents
The Annual Report and Audit Report for the 2016 financial year, the Board’s complete proposal, the Board’s account of the outcome of the Remuneration Committee’s evaluation in accordance with the Swedish Code of Corporate Governance and the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act will be available by 4 April 2017 at the latest on the Company’s website, www.collector.se, at the Company’s offices at Östra Hamngatan 24, Gothenburg and will be sent free of charge to shareholders who so request and who state their postal address or email address.
The Election Committee’s complete proposals for resolutions and its motivated statement regarding its proposal for the composition of the Board of Directors and information about the proposed Board Members are available on the Company’s website, www.collector.se.
The documents can be requested by telephone on +46 (0)10-161 00 00 or by mail to Collector AB (publ), Box 11914, SE-404 39 Göteborg, Sweden.
Shareholders’ right to ask questions
Shareholders are hereby informed of their rights under Chapter 7, Section 32 of the Companies Act, to request, at the Annual General Meeting, information from the Board and CEO regarding circumstances that may affect the assessment of an agenda item and circumstances that could affect the assessment of the Company’s or its subsidiaries’ financial situation, the Company’s relationship to other Group companies, and the consolidated accounts. Such disclosures are to be made if the Board determines that this can be done without incurring material harm to the Company.
Gothenburg, March 2017
Collector AB (publ)
The Board of Directors
For further information, please contact:
Lena Apler, Chairman of the Board Collector I Phone +46 70-525 65 80 I E-mail email@example.com
Fabian Hielte, Chairman of the Election Committee I Phone +46 31-89 00 00 I E-mail firstname.lastname@example.org