Invitation to attend the Annual General Meeting of Collector AB (publ)
In light of the current situation regarding Covid-19 (Coronavirus), a number of precautions will be taken at the Annual General Meeting. Shareholders are encouraged to acquaint themselves with this information at www.collector.se. Collector is monitoring developments and the authorities’ directives closely and is publishing updated information on the website as necessary.
Shareholders of Collector AB (publ), Reg. No. 556560-0797, are hereby invited to attend the Annual General Meeting on Monday, 27 April 2020, at 3.00 p.m., at Collector’s premises at Lilla Bommens Torg 11, Gothenburg, Sweden. Admittance to the Meeting will commence at. 2.30 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 Tuesday, 21 April 2020, and ii) those who have notified the Company of their intention to participate, with that notification being received by the Company no later than Tuesday, 21 April 2020.
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 5267, SE-102 46 Stockholm, 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.
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 Tuesday, 21 April 2020. This re-registration must be implemented at Euroclear Sweden AB by Tuesday, 21 April 2020.
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 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 Tuesday, 21 April 2020.
To enable shareholders to vote without physically attending the Annual General Meeting, proxy service Computershare also offers a service to shareholders who have registered to attend the Annual General Meeting, and who do not own more than 100,000 shares, to appoint Computershare to vote on their behalf. A power of attorney form can be requested by contacting Computershare on telephone +46 (0)8-518 01 554 or by e-mail at email@example.com.
- 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
- Address by the CEO of the Company
- 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:
- Board members
- Chairman of the Board
- Adoption of principles for appointing the Nomination Committee together with the instructions for the members of the Nomination and Remuneration Committees.
- Adoption of guidelines on compensation for senior executives
- Resolution to authorize the Board to issue new shares
- Resolution to amend the Articles of Association
- Closing of the Meeting
NOMINATION COMMITTEE’S PROPOSED RESOLUTIONS UNDER ITEMS 2, 13, 14, 15 AND 16
The Nomination Committee, appointed in accordance with the procedure resolved by the 2019 Annual General Meeting, consisted of Erik Selin (appointed by Fastighets AB Balder), Rolf Lundström (appointed by StrategiQ Capital AB) (chairman of the Nomination Committee), Fredrik Paulsson (appointed by Helichrysum Gruppen AB) and Lena Apler (Chairman of the Board), together representing about 65 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 eight elected members without deputies and that the Company shall have one auditor with no deputy.
The Nomination Committee proposes a fixed fee of SEK 720,000 to the Chairman and SEK 360,000 to each of the other members and that fees to the auditor be paid in accordance with approved invoicing. The Nomination Committee also proposes that members of the Credit Committee, in addition to their Board fees, receive an additional fee of SEK 150,000 each, and that members of the Risk and Audit Committee, in addition to their Board fees, shall receive an additional fee of SEK 100,000 each.
The Nomination Committee proposes the re-election of Board members Erik Selin, Christoffer Lundström, Anna Kinberg Batra and Charlotte Hybinette, and the new election of Marcus Hansson, Bengt Edholm, Ulf Croona and Marie Osberg. The Nomination Committee also proposes that Erik Selin be elected Chairman of the Board.
Marcus Hansson, born in 1974, is a Graduate Business Administrator from the School of Business, Economics and Law at the University of Gothenburg. Marcus has been the CFO of Fastighets AB Balder since 2007. Marcus has a background in banking where he worked with corporate finance as well as with currency and fixed-income securities. From 1999 until 2005, he worked at Sparbanken Sjuhärad and from 2005 until 2007 at Danske Bank. His external board assignments, beyond board assignments related to Balder, are Husvärden L Larsson & Co AB and SHH Bostad AB.
Bengt Edholm, born in 1956, is a Graduate Business Administrator from Uppsala University. Bengt has extensive experience in banking and finance, particularly in treasury. Over the past 20 years, Bengt has held several senior positions at Handelsbanken, and in 2004-2018 he was Global Head of Treasury. Bengt has also been Head of Treasury at Stadshypotek and has worked as a Bond Trader/Portfolio Manager at Nordea, Danske Bank and Handelsbanken. Today, Bengt is a consultant in banking and finance.
Ulf Croona, born in 1958, is a Graduate Business Administrator from the School of Business, Economics and Law at the University of Gothenburg. Ulf has a solid background in banking and finance. In recent years, Ulf has been Regional Manager for Western Sweden at Catella Bank. Prior to that, Ulf held senior management positions within Swedbank for many years, focusing on corporate finance. Ulf also worked with corporate finance for several years at SEB. Today, Ulf is the Chairman of the Board of Bankmannasällskapet i Göteborg (Gothenburg Association of Bankers) and Board member of, for example, Örgryte IS and Nice Företagsreklam i Göteborg AB.
Marie Osberg, born in 1960, is a Graduate Business Administrator from Lund University and holds an MBA from Webster University Geneva. Marie has extensive experience in banking and finance, both as Group Treasurer at Nobel Biocare for eight years and from a number of senior positions in the banking sector. In 2007-2019, Marie held senior positions at DNB Bank, where she built up the bank’s branch in western Sweden and, for the past three years, she has been responsible for Working Capital Solutions and Cash & Treasury Management for Northern Europe. Today, Marie works as a senior adviser in banking and finance and is also the Chairman of the Board of Trustees of Save the Children in Gothenburg.
In accordance with the recommendation from the Risk and Audit Committee received by the Nomination Committee, the Nomination Committee proposes re-election of auditing firm Ernst & Young AB as auditor until the end of the 2021 Annual General Meeting. It is noted that Ernst & Young AB has communicated that authorized public accountant Daniel Eriksson 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 2019 Annual General Meeting be valid until such time as the Annual General Meeting resolves to amend the procedures of the Nomination Committee.
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 11, 17, 18 AND 19
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 1,395,699,050 be appropriated such that SEK 1,395,699,050 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 to apply until the 2024 Annual General Meeting at the latest. The remuneration guidelines essentially correspond to the guidelines adopted at the 2019 Annual General Meeting. However, in order to comply with new legal requirements, the proposed remuneration guidelines are more detailed than the previous guidelines.
Remunerations to senior executives are to be determined in accordance with these guidelines and Collector’s remuneration policy, which is based on Swedish and European legislation and other regulations on remuneration systems for the banking sector, the Swedish Code of Corporate Governance, as well as generally accepted practices for a sound remuneration structure.
Scope of application
These guidelines include Company Management and Board members insofar as remunerations other than those approved by the Annual General Meeting are to be paid to Board members. “Company Management” refers to the CEO, the Deputy CEO and other members of the Company Management team. “Other members of the Company Management team” refers to those persons who are members of the management team and managers directly subordinate to the CEO. “Managers directly subordinate to the CEO” are in the Company’s case, the Head of Compliance, the Chief Risk Officer and the Chief Legal Officer.
The guidelines shall apply to agreed remunerations and changes made to already agreed remunerations, following the adoption of the guidelines by the 2020 Annual General Meeting. The guidelines do not include remunerations approved by the Annual General Meeting.
Regarding terms of employment governed by regulations other than Swedish regulations, appropriate adjustments may be made to comply with any such regulations or established local practices that are mandatory, in connection with which the general purposes of these guidelines should be met to the greatest possible extent.
How these guidelines promote the Company’s business strategy, long-term interests and sustainability
The operations of the Collector Group are conducted predominantly through Collector Bank, a bank that challenges established players, offering financing solutions for retail and corporate customers. Focusing on efficient decision-making processes and flexibility, Collector develops solutions based on customers’ needs. The operations include personal loans, credit cards, savings accounts, payment solutions for e-commerce and shops, factoring, company credits, property credits and management of portfolios of overdue receivables. The strong corporate culture, characterized by entrepreneurship, commitment and ethics, contributes strongly to Collector’s development journey.
The successful implementation of the Company’s business strategy and the fostering of the Company’s long-term interests, including its sustainability, requires the Company to be able to recruit and retain qualified employees. This requires the Company to be able to offer competitive remunerations. These guidelines make it possible for Company Management to be offered competitive total remuneration.
Forms of remuneration, etc.
Remunerations shall be on market terms and consist of the following components: fixed cash salary, pension provisions and other non-monetary benefits.
To avoid Company Management being encouraged to take unsound risks, no variable remuneration is to be paid, with the exception of what is stated below. 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 remunerations or incentive programmes. Such long-term incentive programmes are to be approved by the Annual General Meeting and are therefore not covered by these guidelines.
Variable cash remuneration may be paid in exceptional circumstances, provided that such extraordinary arrangements are limited in terms of time and applied only at the individual level, either for the purpose of recruiting or retaining executives, or as compensation for extraordinary efforts beyond the ordinary duties of the individual. Such variable remuneration may not, however, be linked to the Company’s financial targets or similar, which could lead to the employees concerned being enticed to take unsound risks. Such remunerations may not exceed an amount corresponding to 20 percent of the fixed annual cash salary and shall not be paid more than once per year and per individual. Decisions regarding such remuneration shall be made by the Board of Directors, based on a proposal from the Remuneration Committee.
Each member of Company Management 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. The fixed salary is revised annually.
Each member of the Company Management team shall be offered a pension on market terms in the country where the executive has his or her permanent residence.
For the CEO and other senior executives, pension benefits, including health insurance, must be defined-contribution benefits. Pension premiums for defined-contribution pensions shall amount to a maximum of 30 percent of the fixed annual cash salary.
Non-monetary benefits shall facilitate the executives’ work performance and correspond to what can be considered reasonable considering market practices.
Non-monetary benefits may include, for example, life insurance, health insurance and a car benefit. Premiums and other costs arising from such benefits may amount to a maximum of 15 percent of the fixed annual cash salary.
Regarding terms of employment governed by regulations other than Swedish regulations, where these concern pension and other benefits, appropriate adjustments may be made to comply with any regulations or established local practices that are mandatory, in connection with which the general purposes of these guidelines should be met to the greatest possible extent.
Cessation of employment
On cessation of employment, the period of notice may not exceed 12 months. Fixed cash salary during the notice period and severance pay may not, in total, exceed an amount corresponding to the fixed cash salary for two years for the CEO and 18 months for other senior executives. On termination by the executive, the period of notice may not exceed six months, without entitlement to severance pay.
In addition, for the CEO and Deputy CEO, compensation for undertakings limiting competition may be payable on termination of employment to compensate for possible loss of income. For the CEO, such compensation for undertakings limiting competition shall only be payable to the extent that the former executive is not entitled to severance pay. For the CEO, this remuneration shall correspond to the discrepancy between the fixed cash salary at the time of termination less any lower income earned by the CEO in new employment, while for the Deputy CEO, this remuneration shall correspond to the discrepancy between the fixed cash salary at the time of termination less any lower income earned by the Deputy CEO in new employment, although not more than 60 percent of the fixed cash salary at the time of termination. This remuneration shall be payable during the period during which undertakings limiting competition apply, which shall not exceed 12 months following the termination of employment.
Salary and terms of employment for employees
In preparing the Board’s proposal for these remuneration guidelines, the salaries and terms of employment for the Company’s employees have been taken into account in that information regarding employees’ total remuneration, the components of the remuneration and the rate of increase and the increase over time has been included in the data on which the Remuneration Committee and the Board of Directors have based their decisions and assessed the reasonableness of the guidelines and the limitations they entail.
The decision-making process to establish, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The committee’s tasks include preparing the Board of Directors’ decision on proposals for guidelines for remunerations to senior executives. The Board of Directors shall draw up proposals for new guidelines at least every four years and submit the proposal for resolution at the Annual General Meeting. The guidelines shall apply until new guidelines have been adopted by the Annual General Meeting. The Remuneration Committee shall also, where applicable, monitor and assess programmes of variable remuneration for Company Management, the application of guidelines for remuneration to senior executives as well as current remuneration structures and remuneration levels within the Company. The Chairman of the Board is the chairman of the Remuneration Committee. The other members of the Remuneration Committee are independent in relation to the Company and Company Management. When the Board of Directors addresses and makes decisions on remuneration-related matters, the CEO and other members of the Company Management shall not be in attendance, insofar as they are affected by the matters addressed.
Remuneration to Board Members
In exceptional cases, Board members elected by the Annual General Meeting may be engaged to perform work that goes beyond the work of the Board and it shall be possible for them to receive remuneration for such work. Such efforts may include instances where the Company lacks the internal expertise or resources necessary. Furthermore, only operational efforts may be called upon, not strategic efforts, and these may not interfere with the actions of the Company Management or otherwise contravene the Companies Act or the Swedish Code of Corporate Governance. The remuneration shall be market-based and shall be approved by the Board of Directors without the Board member concerned participating in the preparation of the appurtenant proposals or decisions.
Departure from the guidelines
The Board of Directors may decide to temporarily deviate from the guidelines in whole or in part, if there are specific reasons for this in an individual case and a departure is necessary to meet the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the tasks of the Remuneration Committee include preparing the Board’s decision on remuneration issues, which includes decisions on deviations from the guidelines.
The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors to decide, on one or more occasions and with or without deviation from the preferential rights of existing shareholders, for cash payment, payment in kind or through set-off, to issue shares corresponding to at most 10 percent of the total number of shares in the Company during the period until the next Annual General Meeting (that is, taking into account the new share issue with preferential rights for existing shareholders implemented by Collector in March 2020).
The subscription price shall be determined according to prevailing market conditions at the time the shares are issued.
The reasons for the authorization and for the option of deciding to issue shares deviating from the preferential rights of existing shareholders are that the Board of Directors wishes to increase the Company’s financial flexibility and enable a rapid and effective adjustment of the Company’s capital structure to set financial targets and changes in capital adequacy rules. A share issue deviating from shareholders’ preferential rights also makes it possible for the Company to issue shares as payment in connection with possible acquisitions of companies or operations by the Company.
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.
The Board of Directors proposes that the Annual General Meeting resolve to amend the Company’s Articles of Association partly to adapt them to amendments to the Companies Act that have previously come into effect, as well as future amendments to Sections 1, 7, 9, 10 and 13 of the Companies Act and partly to remove the possibility of issuing preference shares under Section 5 (at the time of issuance of this notice, no preference shares have been issued). In addition, it is proposed that a new paragraph be incorporated into the Articles of Association allowing the Board of Directors to collect powers of attorney in accordance with the arrangement set out in Chapter 7, Section 4 of the Swedish Companies Act, permitting the Board of Directors to decide that shareholders should be able to exercise their voting rights by post prior to the Annual General Meeting. In addition, some minor linguistic adjustments and consequential changes are made. It is proposed that Paragraphs 1, 5, 7, 9, 10, 11 and 13 be worded as follows:
§1 Company name
The name of the Company is Collector AB. The Company is public (publ).
§5 Number of shares
The number of shares shall be no less than 85,000,000 and no more than 340,000,000.
One or two auditors with a maximum of two deputies, or a registered firm of auditors shall be elected. The assignment as auditor shall apply until the end of the Annual General Meeting held during the first, second, third or fourth financial year following the year in which the auditor was elected.
§9 Right to participate in General Meetings
Shareholders wishing to attend a General Meeting must report this to the Company no later than the date stated in the Invitation to attend the Meeting. This day may not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth working day before the Meeting. Shareholders are only entitled to be accompanied by advisers if they notify the Company of the number of advisers in accordance with the procedure that applies to shareholders’ notification of their attendance at the general meeting.
§10 Annual General Meeting
The following items shall be on the agenda of the Annual General Meeting:
- Election of the Chairman of the Annual General Meeting
- Preparation and approval of voting list
- Approval of agenda
- Election of one or two persons to verify the minutes of the Meeting
- Examination of whether the Annual General Meeting was duly convened
- Presentation of the annual accounts and the Auditor’s Report and, if applicable, the consolidated accounts and the auditors’ report for the Group
- Adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet
- Appropriation of the Company’s profit or loss according to the adopted balance sheet
- Resolution of whether to discharge the Board members and the Chief Executive Officer from liability
- Determination of the number of Board members and, where applicable, of auditors and deputy auditors
- Determination of the fees for the Board and the auditors
- Election of Board Members, the Chairman of the Board, auditors and deputy auditors
- Any other matters to be considered by the General Meeting according to the Swedish Companies Act or the Articles of Association
§11 Collection of proxies and postal votes
The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Companies Act (2005:551).
The Board of Directors may decide, ahead of a General Meeting, that shareholders should be able to exercise their voting rights by post prior to the General Meeting.
§13 CSD clause
Any shareholder or nominee who, on the record day, is entered in the share register and is listed in a CSD register according to Chapter 4 of the Swedish Financial Instruments Accounts Act (1998:1479) regarding central securities depositories and financial instruments accounts, or the person who is listed in the CSD account according to Chapter 4, Section 18, first paragraph, 6–8 of the above Act, shall be deemed to be competent to exercise the rights pursuant to Chapter 4, Section 39 of the Swedish Companies Act (2005:551).
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 2019 financial year, the Board’s complete proposal, including the Articles of Association in their proposed wording, 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 6 April 2020 at the latest on the Company’s website, www.collector.se, at the Company’s offices at Lilla Bommens Torg 11, 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 Gothenburg, Sweden.
For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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.
Shareholders wishing to submit questions in advance can do so to Collector AB, attention: Malin Alevåg, Box 11914, SE-404 39 Gothenburg, Sweden, or by e-mail to firstname.lastname@example.org.
Gothenburg, March 2020
Collector AB (publ)
Board of Directors
Collector is a challenger bank that offers financing solutions to private and corporate customers. Within the Retail segment, the company offers lending to private individuals, invoice and payments by instalments to e-commerce and retail companies, credit cards and deposit accounts. The Corporate segment includes real estate lending, factoring and corporate lending directed mainly at small- and medium-sized enterprises and handling of portfolios of overdue receivables. The company has offices in Gothenburg (head office), Stockholm, Helsinki, Turku and Oslo. Collector AB (publ) is listed on Nasdaq Stockholm.
Collector AB (publ) 556560-0797 | Box 119 14, SE-404 39 Gothenburg | Exchange +46 10-161 00 00 | E-mail email@example.com | www.collector.se/en/