Notice of Annual General Meeting 2022
The board of directors of Bokusgruppen AB (publ) convenes an annual general meeting on 12 May 2022. The board of directors, inter alia, propose cash dividends of SEK 3.00 per share. After the annual general meeting, the participants are welcome to stay at an author meeting with Jan Eliasson regarding his memoirs “Ord och handling: ett liv i diplomatins tjänst”.
The English text is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
NOTICE OF ANNUAL GENERAL MEETING
Bokusgruppen AB (publ), 559025-8637, gives notice to its annual general meeting on Thursday 12 May 2022, 08.30 CEST, at Akademibokhandeln store (Sw. Akademibokhandelns butik), Mäster Samuelsgatan 28, 111 57 Stockholm. The entrance to the meeting opens at 08.00 CEST. A light breakfast will be offered to the participants.
After the annual general meeting, the participants are welcome to stay at an author presentation with Jan Eliasson (diplomat and former foreign minister and former chairman of the UN General Assembly) regarding his memoirs “Ord och handling: ett liv i diplomatins tjänst”. The author presentation commences immediately after the ending of the annual general meeting and will last for approximately 45 minutes.
RIGHT TO ATTEND THE ANNUAL GENERAL MEETING
Those who wish to attend the annual general meeting must:
1. be entered as a shareholder in the share register kept by Euroclear Sweden AB on Wednesday 4 May 2022, and
2. give notice of their intention to participate no later than Friday 6 May 2022.
Notice of attendance may be made by e-mail to proxy@computershare.se, at the company’s website www.bokusgruppen.com or through mail to Computershare AB, ”AGM of Bokusgruppen AB”, Box 5267, SE-102 46 Stockholm.
State the name or company name, personal id or registration number, address, telephone number and if applicable any assistants (maximum two).
The board has resolved that the shareholders shall have the opportunity to vote by mail. A shareholder can thus vote at the general meeting by physically attending the general meeting, through a proxy or through mail. Votes by mail shall be received by the company no later than on Friday 6 May 2022 in accordance with the instructions under the section “Voting by post” below. Shareholders who vote by mail do not have to make a separate notice of their attendance to the general meeting as the postal vote is considered as a notice of attendance.
PAYMENT OF DIVIDENDS TO CHARITY
Due to the great need for help in Ukraine, the board hereby reminds shareholders with Swedish tax law domicile of the possibility of tax-free donations of dividends to tax-exempt charity organizations. Instructions and conditions for donations are provided by each organization respectively. Please note the shareholder must take measures to donate dividends well in advance of the dividend resolution at the annual general meeting. More information and links to aid organizations operating in Ukraine are provided on Bokusgruppen’s website, www.bokusgruppen.com.
SHARES REGISTERED IN THE NAME OF A NOMINEE
Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register them in the shareholder’s own name in the share register kept by Euroclear Sweden AB in order to participate in the annual general meeting. The nominee must have performed such registration with Euroclear no later than on Friday 6 May 2022. Therefore, the shareholder must contact its nominee well in advance of such day and re-register its shares in accordance with the nominee’s instructions.
PROXIES AND PROXY FORMS
A person who is not personally attending the general meeting may attend through a proxy with a written, signed and dated power of attorney. If the power of attorney is prepared by a legal person, a copy of the registration certificate or a corresponding document shall be appended to the power of attorney.
In order to facilitate the entrance to the annual general meeting, proxies, certificates of registration and other authorization documents should be received by the company on the address above (i.e. Computershare AB, ”AGM of Bokusgruppen AB”, Box 5267, 102 46 Stockholm) no later than on Friday 6 May 2022.
Please note that a notice of attendance shall be made by a person who is attending by proxy. A proxy form is not regarded as a notice of attendance.
The proxy forms are published on the company’s website, www.bokusgruppen.com. The proxy form can be obtained at the company or by e-mail via bolagsstamma@bokusgruppen.com.
VOTING BY POST
Upon voting by post, the shareholder shall use the voting form and follow the Company’s instructions that are available on the Company's website: www.bokusgruppen.com and at the Company’s offices, Lindhagensgatan 74, SE-112 18 Stockholm. A complete and signed voting form should be sent by mail to Computershare AB, “AGM of Bokusgruppen AB”, Box 5267, SE-102 46 Stockholm. Complete forms must be received by Computershare AB by Friday 6 May 2022, at the latest. The completed and signed form may alternatively be submitted electronically and is then to be sent to proxy@computershare.se. Shareholders can also submit their postal votes electronically with BankID through the Company’s website, www.bokusgruppen.com. If the shareholder votes by proxy, a power of attorney shall be enclosed with the voting form. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the proxy.
A shareholder who wishes to withdraw their vote and instead vote at the general meeting by physically attending the meeting or by proxy must notify the meeting administrator before the annual general meeting starts.
NUMBER OF SHARES AND VOTES
At the date of this notice, the total number of shares and votes in the company is 16,151,226.
SHAREHOLDERS’ RIGHTS TO REQUEST INFORMATION
The board of directors shall inform the general meeting of circumstances that may affect the assessment of an item on the agenda of the general meeting, other circumstances that may affect the company or any subsidiary’s financial position and other information, provided that the board is of the opinion that such information can be shared without any material harm to the company.
PROPOSED AGENDA
1. Election of chairman of the meeting
2. Election of one or two person to verify the minutes of the meeting
3. Preparation and approval of the voting list
4. Determination of whether the meeting has been duly convened
5. Approval of the agenda
6. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements
7. Resolution on:
a) adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
b) allocation of the company’s profit or loss in accordance with the adopted balance sheet
c) i–vii) discharge from liability for members of the board of directors and the managing director
8. Determination of the number of members of the board of directors
9. Determination of the remuneration to the members of the board of directors and auditor
10. i–vii) Election of the members of the board of directors and auditor
11. Resolution on the nomination committee
12. Resolution on amended guidelines for remuneration to senior executives
13. Closing of the meeting
PROPOSED RESOLUTIONS
Item 1: Election of chairman of the meeting
It is proposed that the chairman of the board of directors Mårten Andersson is elected chairman of the meeting, or in the event of his absence, the person designated by the board of directors.
Item 2: Election of one person to verify the minutes of the meeting
It is proposed that Jannis Kitsakis, or in the event of his absence, the person designated by the board of directors, in addition to the chairman, verifies the minutes. Also, such assignment includes verifying the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Item 3: Preparation and approval of the voting list
The voting list that is proposed to be approved under item 3 of the agenda is the voting list that Computershare AB has prepared, on behalf of the company, based on the voting register, the postal votes and the present shareholders at the general meeting.
Item 7 b): Resolution on allocation of the company’s profit or loss in accordance with the adopted balance sheet
The board of directors proposes that the annual general meeting resolves on a dividend to the holders of ordinary shares of SEK 3.00 per share, corresponding to a total amount of SEK 48,453,678, which will be paid in two parts of SEK 1.50 per share at each time.
It is proposed that the record date at Euroclear Sweden AB for the first part of the dividend shall be 16 May 2022. If the annual general meeting resolves in accordance with the board’s proposition, payment of the first part of the dividends is expected to take place on 19 May 2022, and the last day of trading in the share with a right to the first part of the dividends will be 12 May 2022. First day of trading in the share without right to the first part of the dividends will be 13 May 2022.
It is proposed that the record date at Euroclear Sweden AB for the second part of the dividend shall be 15 November 2022. If the annual general meeting resolves in accordance with the board’s proposition, payment of the second part of the dividends is expected to take place on 18 November 2022, and the last day of trading in the share with a right to the second part of the dividends will be 11 November 2022. First day of trading in the share without right to the second part of the dividends will be 14 November 2022.
Item 7 c): discharge from liability for the board members and the managing director
The auditors recommend that the general meeting discharged the board members and the managing directors from liability for the financial year of 2021.
Resolutions on discharge from liability shall be made by individual resolutions in the following order:
i. Mårten Andersson (board member and chairman of the board)
ii. Mattias Björk (board member)
iii. Anna Wallenberg (board member)
iv. Cecilia Marlow (board member)
v. Patrik Wahlén (board member until 3 March 2021)
vi. Andreas Stenbäck (board member until 3 March 2021)
vii. Maria Edsman (managing director)
Item 8: Determination of the numbers of members of the board of directors
The nomination committee proposes that the annual general meeting resolves on that the board of directors, for the time until the close of the next annual general meeting, shall comprise five board members without deputies.
Item 9: Determination of the remuneration to the members of the board of directors and auditor
The nomination committee proposes that the annual general meeting resolves on remuneration to the board of directors, for the time until the next annual general meeting, as follows:
1. SEK 200,000 (unchanged) shall be paid to the chairman of the board;
2. SEK 200,000 (unchanged) shall be paid to each of the other board members elected by the annual general meeting that are not employed by the company; and
3. SEK 100,000 shall be paid to the board member who is chairman of a committee of the board and SEK 100,000 (unchanged) to each of the other board members who are members of a committee.
It is proposed to resolve on remuneration to the auditor in accordance with the approved invoices.
Item 10: Election of the members of the board of directors and auditor
The nomination committee proposes that the annual general meeting, for the time until the close of the next annual general meeting, resolves on the election of:
– Members of the board of directors:
i. Mårten Andersson (re-election)
ii. Mattias Björk (re-election)
iii. Anna Wallenberg (re-election)
iv. Cecilia Marlow (re-election)
v. Jeanette Söderberg (new election)
– Chairman of the board of directors:
vi. Mårten Andersson (re-election)
– Auditor:
vii. Ernst & Young Aktiebolag (re-election)
Information regarding proposed board members
Jeanette Söderberg is proposed as a new board member. Jeanette Söderberg, born 1965, has extensive experience from various positions within the IKEA-group. Jeanette Söderberg is a board member and CEO of Jeanette Söderberg AB, and has no other ongoing corporate or board assignments. Jeanette Söderberg (and related parties to her) holds no shares in Bokusgruppen.
A presentation of the board members that are proposed to be re-elected can be found on the company’s website, www.bokusgruppen.com.
The independence of the proposed board members
Considering the rules on board members’ independence set out in the Swedish Corporate Governance Code, the nomination committee is of the opinion that all proposed board members are independent in relation to the company, its senior management and its major shareholders.
Item 11: Resolution on the nomination committee
The nomination committee proposes that the instruction for the appointment of the members of the nomination committee which were adopted at the annual general meeting of 2021 shall be applied until further notice.
The instruction for the appointment of the members of the nomination committee adopted at the annual general meeting of 2021 is published on the company’s website: www.bokusgruppen.com.
Item 12: Resolution on amended guidelines for remuneration to senior executives
The remuneration that has been paid, based on the guidelines for remuneration to the senior management (the “Guidelines”) adopted by the annual general meeting 2021, are disclosed in the company’s annual general report for 2021, on page 83.
There have been no deviations from the procedure for the implementation of the Guidelines and no derogations from the application of the Guidelines in 2021.
The Board further proposes that the Annual General Meeting adopts the following amended guidelines for remuneration to senior executives to be applied to remuneration agreed upon by the company after the 2022 Annual General Meeting (however, no later than until the 2026 Annual General Meeting):
***
Introduction
The guidelines are applicable to remuneration that is agreed, and changes to already agreed remuneration, after the date on which the guidelines were adopted by the general meeting.
In this context, the term senior executives refers to the CEO of Bokusgruppen AB (”Bokusgruppen”) and the other members of Group management.
The guidelines do not apply to issuances or transfer under Chapter 16 of the Swedish Companies Act or remuneration resolved or approved by the general meeting.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
Information about Bokusgruppen’s strategic priorities is provided in the company’s annual report and on the company’s website.
The successful implementation of Bokusgruppen’s business strategy and safeguarding of its long-term interests is dependent on Bokusgruppen being able to recruit, develop and retain senior executives with relevant experience, expertise and qualified leadership skills. It is therefore important for Bokusgruppen to be able to offer its senior executives a competitive total remuneration.
On this basis, the company is to endeavour to offer its senior executives terms that are market-based and motivating, as well as well-balanced and reasonable based on the expertise, responsibility and performance of the senior executives.
The remuneration guidelines are intended to provide a clear framework for remuneration of Bokusgruppen’s senior executives so that terms can be formulated that promote Bokusgruppen’s business strategy and long-term interests, including its sustainability, lasting growth and profitability.
Forms of remuneration
Remuneration may take the following forms:
– Fixed cash remuneration
– Variable cash remuneration
– Pension benefits
– Other benefits
Guidelines for fixed remuneration
Each senior executive is to receive fixed cash remuneration, in other words a fixed monthly basic salary. This comprises predictable remuneration that contributes to attracting and retaining qualified employees. The senior executives’ fixed remuneration is to be competitive and based on the individual’s experience, area of responsibility and performance.
Guidelines for variable remuneration
Senior executives may receive variable remuneration in addition to fixed remuneration. Variable remuneration is to be linked to pre-defined targets and measurable criteria that can be financial or non-financial. The targets and criteria should be designed to promote Bokusgruppen’s business strategy, long-term interests and sustainability by having a clear connection to Bokusgruppen’s business objectives and/or strategies.
For variable remuneration, limits for the maximum amount to be paid are set for each individual senior executive. Variable remuneration is paid in arrears and is conditional on the fulfilment of the targets or criteria linked to the remuneration proving to be sustainable from a long-term perspective and on the remuneration not having any material negative impact on Bokusgruppen’s position.
The AGM can also resolve that variable remuneration be paid in the form of shares in the company as well as its subsidiaries. In addition to promoting the company’s business strategy, long-term interests and sustainability, share-based remuneration must be designed to more closely align the interests of the senior executive with those of the company’s shareholders.
Whether or not the agreed targets or criteria for variable remuneration have been achieved is to be determined when the relevant measurement period has ended. The Board is responsible for any evaluation of variable remuneration paid to the CEO. The CEO is responsible for any evaluation of variable remuneration paid to the senior executive concerned. For financial targets, the evaluation is based on Bokusgruppen’s most recently published financial information.
For each senior executive concerned, variable remuneration may represent a maximum of 25 percent of the fixed remuneration and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of 14 percent of the total remuneration.
Guidelines for pension benefits
Pension benefits are generally paid in accordance with rules, collective agreements (which may involve a right to early retirement), and, if relevant, common practice in the senior executive’s permanent country of residence. This comprises predictable remuneration that contributes to attracting and retaining qualified employees. Pension benefits comprise defined-contribution pensions, unless the individual in question is covered by a defined-benefit pension in accordance with compulsory collective agreement provisions. Pension benefits are vested when they have accrued. Variable remuneration is only pensionable if it follows from compulsory collective agreement rules.
For each senior executive concerned, defined-contribution pension benefits may represent a maximum of 33 percent of the fixed remuneration and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of 19 percent of the total remuneration.
Guidelines for other benefits
Senior executives may be entitled to both general benefits offered to all employees and additional benefits. These benefits contribute to attracting and retaining qualified employees. Examples of other benefits that may be received by senior executives include car allowance, health insurance, household-related services and financial protection for family/survivors.
For each senior executive concerned, other benefits may represent a maximum of 15 percent of the fixed remuneration and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of 9 percent of the total remuneration.
Guidelines for termination of employment and severance pay
Employment contracts between Bokusgruppen and its senior executives normally pertain to permanent employment. The contracts may be terminated without objective grounds by either party. Salary during the period of notice and any severance pay due are generally to comply with rules, collective agreements and common practices. In addition, the following applies: If employment is terminated by Bokusgruppen, the period of notice is not to exceed 12 months. In addition, severance pay based on fixed monthly salaries may be paid for a maximum of 12 months. The combined remuneration during the period of notice and period of severance pay is not to exceed a total amount corresponding to the agreed fixed monthly salary at the time of termination and contractual benefits for 12 months plus the fixed monthly salary for 12 months. If employment is terminated by the senior executive, the period of notice is not to exceed six months, without severance pay. If Bokusgruppen chooses to apply a non-compete agreement in certain cases, fixed remuneration may be paid during the relevant period.
Consideration of remuneration and terms of employment for other employees
In preparing the Board’s proposal for these remuneration guidelines, salary and terms of employment for Bokusgruppen’s other employees have been taken into account by ensuring that information about the company’s total salary costs and other personnel expenses is included in the Board’s support material for these guidelines. This information will be included in the Board’s annual remuneration report should the Board issue one.
Decision-making process for establishing, reviewing and implementing the guidelines
Bokusgruppen’s Board of Directors, or the Remuneration Committee if such a committee has been established by the Board to fulfil its tasks, is to monitor and evaluate the application of the guidelines for remuneration of senior executives, current programmes for variable remuneration of senior executives and programmes completed during the year, and applicable remuneration structures and remuneration levels within Bokusgruppen.
The Board is, to the extent such requirements follow from applicable law or stock exchange regulations, to prepare a remuneration report for each financial year and make the report (if the report is prepared) available to shareholders on Bokusgruppen’s website no later than three weeks before the AGM.
If a Remuneration Committee is established by Bokusgruppen’s Board, the Committee is to prepare the Board’s proposal for guidelines for remuneration of senior executives. Every four years, or earlier if there is a need for significant amendments to the guidelines, the Board is to prepare proposed guidelines for resolution by the AGM. If the Board has established a Remuneration Committee, the Committee's recommendation in this regard is to form the basis for the Board’s proposal. The AGM is to resolve on the proposal.
The guidelines apply to each remuneration obligation to senior executives, and any change to such an obligation, decided after the AGM at which the guidelines were adopted. The guidelines do not therefore have any effect on previously binding contractual obligations. The guidelines apply until new guidelines are adopted by the AGM and made available to the public on Bokusgruppen’s website.
When the Board considers and decides on remuneration-related matters, the CEO and other members of Group management are not present, insofar as they are affected by the matters.
Right to decide on deviations from these guidelines
The Board may decide to temporarily deviate from the guidelines, in whole or in part, if there are special reasons for doing so in an individual case and a deviation is necessary to promote Bokusgruppen’s long-term interests, including its sustainability, or to ensure Bokusgruppen’s financial viability. As stated above, the tasks of any Remuneration Committee appointed include preparing the Board’s decisions in the area of remuneration, including decisions to deviate from the guidelines. The Board is to report and explain any deviations in its annual remuneration report.
Review of and changes to the guidelines and explanation of how the shareholders’ views have been taken into account
These guidelines are decided by the 2022 Annual General Meeting and in addition to shareholders' right of proposal before the Annual General Meeting, shareholders have not had the opportunity to submit comments on these guidelines.
***
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the annual general meeting, see the privacy notice on Euroclear Sweden's and Computershare AB’s respective website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and https://www.computershare.com/se/gm-gdpr#English.
DOCUMENTS
The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company’s website, www.bokusgruppen.com, no later than three weeks prior to the annual general meeting as well as be sent free of charge to shareholders who so request and provide their postal address. The share register will also be held available at the company.
* * *
Stockholm in March 2022
Bokusgruppen AB (publ)
The board of directors
Further information
For more information, please contact Maria Edsman, CEO Bokusgruppen, on +46 76 888 26 10 or at maria.edsman@bokusgruppen.com
Certified Adviser
Bokusgruppen’s Certified Adviser is Erik Penser Bank AB. Contact information: Erik Penser Bank AB, Box 7405, SE-103 91 Stockholm, tel: +46 8 463 83 00, e-mail: certifiedadviser@penser.se
Bokusgruppen AB (publ)
Corp.reg.no.: 559025-8637
Box 2100, 103 13 Stockholm, Sweden
Lindhagensgatan 74, plan 8, 112 18 Stockholm, Sweden
Tel: +46 10-744 10 00
Email: info@bokusgruppen.com
Bokusgruppen is Sweden’s market-leading book retailer which, with the strong and complementary brands Bokus, Bokus Play and Akademibokhandeln, reaches a very large share of Sweden’s population. In addition to books in all channels and formats, a large and inspirational range of other products is also offered. Based on its vision – “Everyone should experience the joy of reading, every day” – Bokusgruppen aims to satisfy the customers’ varying requirements and be the preferred choice for as many as possible.