Correction of press release on notice to annual general meeting in Coor Service Management Holding AB

Due to incorrect dates for application, voting-rights registration and record date for participation, a correct version of the press release regarding the notice is announced below. 

[COMPLETE CORRECT NOTICE]

The English text is a translation of the Swedish original version. In the event of a conflict between the English and the Swedish texts the Swedish text shall prevail.

NOTICE OF THE ANNUAL GENERAL MEETING OF COOR SERVICE MANAGEMENT HOLDING AB

The shareholders of Coor Service Management Holding AB (reg. no 556742-0806) are invited to participate in the annual general meeting to be held on Thursday, May 2, 2019 at 3 p.m. at Kista Entré, Knarrarnäsgatan 7, Kista, Stockholm, Sweden. Registration commences at 2.15 p.m. and refreshments will be served.

REGISTRATION AND NOTIFICATION

Shareholders who wish to participate in the annual general meeting must

•  be recorded in the share register kept by Euroclear Sweden AB on Thursday, April 25, 2019, and
•  give notice of intent to participate to the company not later than on Thursday, April 25, 2019.

Shareholders who are private individuals may register on the Company’s website www.coor.com, by phone +46 (0) 771-24 64 00, in writing to the following address: Computershare AB, "Coor Service Management Holding AB:s Annual General Meeting", P.O. Box 610, SE-182 16 Danderyd, Sweden or by e-mail to coor@computershare.se.  

Representatives for legal entities shall give notice to attend by phone at +46 (0) 771-24 64 00, in writing to the following address: Computershare AB, "Coor Service Management Holding AB:s Annual General Meeting", P.O. Box 610, SE-182 16 Danderyd, Sweden or by e-mail to coor@computershare.se. 

The notice of attendance should state the shareholder’s name, personal or organization identification number, address, telephone number and the number of assistants attending (if any). Shareholders represented by proxy should submit a copy of the proxy and other documents of authority to the company prior to the annual general meeting. The proxy shall be presented in the original at the meeting. Proxy forms in Swedish and English are available on the group’s website, www.coor.com.

Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of participation in the meeting, be recorded in the share register in their own names (so called voting-rights registration) to be able to participate in the annual general meeting. Such registration may be temporary. In order for the registration to be effectuated on Thursday, April 25, 2019, shareholders should contact their bank or trustee well in advance of that date.

PROPOSED AGENDA
1. Opening of the meeting.
2. Election of a chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons who shall approve the minutes.
6. Determination as to whether the meeting has been duly convened.
7. Presentation of the annual report and the audit report as well as the consolidated accounts and the audit report for the group.
8. Speech by the president and CEO, Mikael Stöhr.
9. Presentation of the work of the board of directors and the work within the remuneration, audit and project committees.
10. Resolutions regarding:
a. the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
b. allocation of the company’s profits in accordance with the adopted balance sheet,
c. discharge from liability for the members of the board of directors and the president and CEO,
11. Presentation by the chairman of the nomination committee.
12. Determination of fees for members of the board of directors and auditors.
13. Determination of the number of members of the board of directors and the number of auditors and deputy auditors.
14. Election of the members of the board of directors, chairman of the board of directors as well as auditors and deputy auditors.
15. Resolution on remuneration guidelines for group executive management.
16. Resolution on long-term incentive program (LTIP 2019) in accordance with (A) and hedging arrangements relating thereto in accordance with (B) or (C).
17. Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of own shares.
18. Resolution on authorisation for the board of directors to resolve on new issues of shares.
19. Closing of the meeting.

PROPOSALS BY THE NOMINATION COMMITTEE (ITEMS 2 AND 12-14)

The nomination committee in respect of the 2019 annual general meeting has consisted of Jan Särlvik (Nordea Funds), Henrik Didner (Didner & Gerge Funds), Ulrika Danielson (Second AP Fund), Caroline Sjösten (Swedbank Robur Funds) and the chairman of the board Mats Granryd.

The nomination committee has proposed the following.

Item 2             Mats Granryd as chairman of the annual general meeting.

Item 12           Fees to the board of directors elected by the annual general meeting and not employed by the company as well as fees for committee work in accordance with the following:

•  Board member: SEK 280,000
•  Chairman of the board of directors: SEK 785,000
•  Board member who is a member of the audit committee: SEK 100,000
•  Chairman of the audit committee: SEK 200,000
•  Board member who is a member of the remuneration committee: SEK 50,000
•  Chairman of the remuneration committee: SEK 50,000
•  Board member who is a member of the project committee: SEK 75,000
•  Chairman of the project committee: SEK 100,000

It is proposed that the fee for board members be increased from SEK 260,000 to SEK 280,000, the fee for the chairman of the board of directors be increased from SEK 730,000 to SEK 785,000 and that the fee for the chairman of the audit committee be increased from SEK 150,000 to SEK 200,000. The remaining proposed fees are unchanged in comparison with the fees decided at the previous annual general meeting.

Fees to the auditor shall be paid in accordance with approved invoices.

Item 13           Seven board directors and no deputies. One auditor and no deputies.

Item 14           Re-election of Anders Ehrling, Mats Granryd, Mats Jönsson, Monica Lindstedt, Kristina Schauman, Heidi Skaaret and Mikael Stöhr as board members. Re-election of Mats Granryd as chairman of the board of directors.

In accordance with the recommendation by the audit committee, re-election of Öhrlings PricewaterhouseCoopers AB as auditor.

Information regarding the proposed board members is available at the company’s website, www.coor.com.

The board’s proposal on dividend and record date (item 10b)

The board of directors proposes a dividend for 2018 of SEK 4.00 (whereof SEK 2.00 is ordinary and SEK 2.00 is extra dividend) per share and Monday, May 6, 2019, as record date for the dividend. Subject to resolution by the annual general meeting in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Thursday, May 9, 2019.

THE BOARD’S PROPOSAL ON REMUNERATION GUIDELINES FOR THE COOR GROUP EXECUTIVE MANAGEMENT (ITEM 15)

The board of directors proposes that the annual general meeting resolves to adopt the following guidelines for the remuneration of senior executives for the period until the 2020 annual general meeting.

The remuneration of group executive management is to comprise fixed salary, possible variable salary, pension and other benefits. The total remuneration package should be based on market terms, be competitive and reflect the individual’s performance and responsibilities, and as regards a possible long-term variable remuneration, the value growth of the Coor share benefitting the shareholders.

The variable salary may comprise yearly incentives in cash and long-term incentives in cash, shares and/or share-based instruments in Coor. Variable salary in cash is conditional upon the fulfillment of defined and measurable goals and should be maximized to 50 per cent of the annual fixed salary. Long-term incentives in the form of shares and/or share-based instruments in Coor may be provided through participation in long-term incentive programs approved by the general meeting. Terms and conditions for variable salary should be designed so that the board, if exceptional economic circumstances prevail, has the option of limiting or refraining from payment of variable salary if such a measure is considered reasonable.

In specific cases, agreements may be reached regarding one-off remuneration amounts provided that such remuneration does not exceed an amount corresponding to three months of the individual’s fixed salary and is not paid more than once per year and individual.

Pension benefits should be defined contribution.

Normally, severance payment is made when employment is terminated by the company. Members of group executive management may have a period of notice of not more than six (6) months, in combination with severance pay corresponding to at maximum eighteen (18) months fixed salary. No severance payment will be made when employment is terminated by the employee.

The board is entitled to deviate from the guidelines resolved on by the annual general meeting if, in an individual case, there are special reasons for this.

The group of senior executives encompassed by the guidelines comprises the President and CEO and other members of group executive management.

THE BOARD’S PROPOSAL REGARDING THE IMPLEMENTATION OF A LONG-TERM INCENTIVE PROGRAM and hedging arrangementS relating thereto (Item 16)

Implementation of the program (item 16A)

The board of directors proposes that the annual general meeting resolves on the implementation of a long-term incentive program (the “LTIP 2019”) in accordance with the below.

Objectives 

The LTIP 2019 is designed to provide long-term incentives for members of the Executive Management Team, including the CEO (“EMT”) as well as Top Management Team and other key employees (“TMT”) to improve Coor’s performance and create long-term value. The main purposes of the LTIP 2019 are to increase and strengthen the potential for recruiting and retaining key individuals and to create an individual long-term ownership of Coor shares among the participants and thereby align their interests with those of the shareholders.

Description of the LTIP 2019

The LTIP 2019 is proposed to include all current and future members of the EMT and TMT (the “Participants”), currently comprising of 60 employees in total. It is proposed that the program, which entails an investment requirement, should consist of performance shares. As proposed, the LTIP 2019 may comprise a maximum of 535,000 shares in Coor, representing approximately 0.56 percent of all shares and votes in Coor.[1]

Investment requirement

In order to participate in the LTIP 2019, Participants are required to make own investments in Coor shares and to allocate a number of shares to the LTIP 2019. The maximum number of Coor shares that may be allocated to the LTIP 2019 corresponds to approximately 7.5-10 percent of the Participant’s gross fixed annual salary in connection with enrolment in the LTIP 2019 (“Investment Shares”), as further set out below. Coor shares already held by Participants at the time of implementation and not allocated to LTIP 2018[2], may be accounted for as Investment Shares in the LTIP 2019. Should the Participant be prohibited to acquire Coor shares under market abuse rules or similar at enrolment in the LTIP 2019, Investment Shares must instead be acquired as soon as such restrictions do not longer apply.

Performance Share Rights

For each Investment Share, rights will be granted free of charge under the LTIP 2019, entitling the Participant to receive a number of Coor shares, free of charge, following expiration of a three-year vesting period (“Performance Share Rights”). Each Performance Share Right entitles the holder to one (1) Coor share. Allotment of Coor shares pursuant to Performance Share Rights will be subject to the achievement of performance conditions, as set out below, and will generally require that the Participant retains his or her employment and all his or her Investment Shares over a period of approximately three years from the date of grant of Performance Share Rights (the “Vesting Period”).

Granting of Performance Share Rights to the Participants will generally take place as soon as practicably possible following the Annual General Meeting 2019.

In order to align the Participants’ and shareholders’ interests, Coor will compensate for dividends and other value transfers to the shareholders during the Vesting Period by increasing the number of shares that each Performance Share Right entitles the Participant to receive. The number of Coor shares which each Performance Share Right entitles the Participant to receive may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, reductions of the share capital, or similar actions. The transfer of shares may be accelerated as a result of any merger, demerger, major acquisitions or divestments or similar actions.

Allocation and performance conditions

The Performance Share Rights are divided into three series, Series A, Series B and Series C, and the vesting of Performance Share Rights will be subject to the satisfaction of performance conditions during the period 1 January 2019-31 December 2021 (the “Performance Period”), which will determine what portion (if any) of the Performance Share Rights of the respective series that will vest at the end of the Vesting Period.

The three performance conditions for the respective series of Performance Share Rights are the following:

The maximum number of Investment Shares to be allocated to the LTIP 2019 and the maximum allocation of the respective series of Performance Share Rights for each of the three participant categories are set out below.

Allotment of shares

Provided that the performance conditions above have been met during the Performance Period and that the Participant has retained his or her employment (unless special circumstances are at hand) and the Investment Shares during the Vesting Period, the Performance Share Rights will vest and allotment take place of Coor shares (“Performance Shares”) as soon as practicably possible following the expiration of the Vesting Period.

When determining the final vesting level of Performance Share Rights, the board of directors shall examine whether the vesting level is reasonable considering Coor’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the board of directors, reduce the vesting level to the lower level deemed appropriate by the board of directors.

In the event delivery of Performance Shares to Participants cannot take place under applicable law or at a reasonable cost and employing reasonable administrative measures, the board of directors will be entitled to decide that Participants may, instead, be offered a cash settlement.

Costs, dilution and effects on important key ratios

The costs for the LTIP 2019, which are charged in the profit and loss account, are calculated according to the accounting standard IFRS 2 and distributed over the Vesting Period. The calculation has been made based on the quoted closing price of shares in Coor as of 13 March 2019, i.e. SEK 78.70 per share, and the following assumptions: (i) an annual dividend yield of approximately 6 percent, (ii) an estimated annual turnover of personnel of 10 percent, (iii) an average fulfilment of the performance conditions of approximately 50 percent, and (iv) a total maximum of 535,000 Performance Shares eligible for allotment. In addition to what is set forth above, the costs for the LTIP 2019 have been based on that the program comprises a maximum of 60 Participants and that each Participant makes a maximum investment.

In total, the costs for the LTIP 2019 according to IFRS 2 are estimated to approximately SEK 13.7 million excluding social security costs (SEK 23.7 million if the average fulfilment of the performance condition is 100 per cent). The costs for social security charges are calculated to approximately SEK 4.6 million, based on the above assumptions, and also assuming an annual share price increase of 10 percent during the LTIP 2019 and a social security tax rate of 23.5 percent (SEK 9.1 million if the average fulfilment of the performance condition is 100 percent).

The expected annual costs of SEK 6.2 million, including social security charges, correspond to approximately 0.1 percent of the Coor Group’s total employee costs for the financial year 2018 (0.2 per cent if the average fulfilment of the performance condition is 100 per cent).

In addition to the above-mentioned costs, the LTIP 2019 is expected to generate costs related to external advisory services and administration costs related to the transfer of shares. In total, these costs are not expected to exceed SEK 0.3 million.

As proposed, the LTIP 2019 may comprise a maximum of 535,000 shares in Coor, representing approximately 0.56 percent of all shares and votes in Coor, including buffer for dividend compensations, but excluding 125,725 shares that may be acquired for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2019.

Since there is no proposal to issue new shares pursuant to the LTIP 2019, the LTIP 2019 will have no dilutive effect on the existing shareholders votes or share of the capital. The effect on important key figures is only marginal.

Hedging arrangements

The board of directors has considered different methods for securing the financial exposure and the transfer of shares under the LTIP 2019, such as transfer of treasury shares and an equity swap agreement with a third party. The board of directors considers acquisitions of own shares on Nasdaq Stockholm with subsequent transfer to Participants to be the most cost efficient and flexible method to secure the financial exposure and the transfer of shares under the LTIP 2019.

Since the costs in connection with an equity swap agreement will be significantly higher than the costs in connection with transfer of treasury shares, the board of directors’ main proposal is that the financial exposure is secured by transfer of treasury shares (item 16B).

Should the majority requirement under item 16B below not be reached, the board of directors proposes that the annual general meeting approves the entering into an equity swap agreement with a third party (item 16C).

Preparation of the proposal, etc. 

The proposal regarding LTIP 2019 has been prepared by Coor’s remuneration committee in consultation with external advisors and has been adopted by the board of directors.

The board of directors shall, within the framework of the above terms and conditions, be responsible for the implementation and management of the LTIP 2019 and all major decisions relating to the LTIP 2019 will be taken by the remuneration committee, with approval by the full board of directors as required.

Description of ongoing variable compensation programs

Coor’s ongoing share related incentive program – LTIP 2018 – was adopted by the annual general meeting 2018 and is described in the Annual Report 2018, in the Consolidated Financial Statements, Note 6. The remuneration of the EMT, including fixed and variable remuneration, is also described there. The Remuneration Report published on Coor’s website outlines how Coor implements its guidelines on remuneration to group management in line with the Swedish Corporate Governance Code.

Authorisation for the board of directors to resolve on acquisitions of own shares and resolution on transfers of own shares to LTIP 2019 Participants (item 16 B)

Authorisation for the board of directors to resolve on acquisitions of own shares

The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions up to the next annual general meeting, resolve on acquisitions of the company’s own shares in accordance with the following conditions:

•  Acquisitions may only be effected on Nasdaq Stockholm.
•  A maximum of 660,750 shares may be acquired to secure delivery of shares to LTIP 2019 Participants and for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2019, mainly social security costs.
•  Acquisition may only be made within the registered price range on each occasion between the highest bid price and the lowest selling price.

The board of directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

Resolution on transfers of own shares to LTIP 2019 Participants

The board of directors proposes that the annual general meeting resolves that transfers of own shares may be made in accordance with the following conditions:

•  A maximum of 535,000 shares may be transferred, free of consideration, to LTIP 2019 Participants.
•  Right to acquire shares free of consideration shall, with deviation from the shareholders’ preferential rights, be granted LTIP 2019 Participants.
•  Transfers of shares shall be made free of consideration at the time and on the other terms and conditions that LTIP 2019 Participants have the right to acquire shares.
•  The number of shares that may be transferred under the LTIP 2019 may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, cash dividends, reductions of the share capital, or similar actions.

The transfer of own shares is a part of the proposed LTIP 2019 and the board of directors considers it to be of benefit for Coor and its shareholders that the Participants are offered the opportunity to become shareholders in Coor on the terms and conditions of LTIP 2019.

Equity swap agreement with a third party (item 16C) 

Should the majority requirement under item 16B above not be reached, the board of directors proposes that the annual general meeting approves the entering into an equity swap agreement with a third party, at market terms, whereby the third party in its own name shall be entitled to acquire and transfer Coor shares to the Participants.

Conditions

The annual general meeting’s resolution on implementation of the LTIP 2019 in accordance with item 16A above is conditional upon the annual general meeting resolving either in accordance with the board of directors proposal under item 16B or in accordance with the board of directors proposal under item 16C.

Majority requirements

The annual general meeting’s resolution according to item 16A above requires a simple majority among the votes cast. A valid resolution under item 16B above requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the meeting approve the resolution. A valid resolution under item 16C above requires a simple majority among the votes cast.

THE BOARD’S PROPOSAL TO AUTHORISE THE BOARD TO RESOLVE ON ACQUISITIONS AND TRANSFERS OF OWN SHARES (ITEM 17)

The board of directors proposes that the annual general meeting authorise the board of directors to, at one or several occasions up to the next annual general meeting, resolve on acquisitions of the company’s own shares.

Acquisition shall take place on Nasdaq Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price and payment for the shares shall be in cash. So many shares may, at the most, be repurchased so that the company's holding does not at any time exceed 10 percent of the total number of shares in the company.

The board of directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

The board of directors also proposes that the annual general meeting authorise the board of directors, for the period until the next annual general meeting, to resolve on transfers of not more than all of the company’s own shares held by the company.

Transfer of shares shall take place on Nasdaq Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price.

The aim of the authorizations are to allow the board of directors the opportunity to adjust the capital structure and in doing so create increased value for Coor's shareholders.

In order to be valid, a resolution under this item requires approval of at least two thirds of the votes cast and the shares represented at the annual general meeting.

THE BOARD’S PROPOSAL TO AUTHORISE THE BOARD TO RESOLVE ON NEW ISSUES OF SHARES (ITEM 18)

The board of directors proposes that the annual general meeting authorise the board of directors to, at one or several occasions up to the next annual general meeting, resolve upon new issues of shares. By resolutions based on the authorisation, not more than such number of shares corresponding to 10 percent of the total number of shares in the company at the time of the annual general meeting’s resolution on the authorisation, may be issued.

The authorisation includes a right to resolve to issue new shares for cash consideration, by contribution in kind or payment by set-off. Share issues for cash consideration and for consideration by set-off may be made with disapplication from the shareholders’ preferential rights, provided that the share issue is made on market terms.

The reason for the proposal and the potential disapplication of the shareholders’ preferential rights is to allow for flexibility in connection with potential acquisitions or to raise capital for acquisitions.

In order to be valid, a resolution under this item requires approval of at least two thirds of the votes cast and the shares represented at the annual general meeting.

SHARES AND VOTES

There are in total 95,812,022 shares in the company. The company has only one series of shares and the total number of votes in the company thus amounts to 95,812,022. The company does not hold any treasury shares.

INFORMATION AT THE AGM

The board of directors and the President and CEO shall, if any shareholder so requests and the board of directors believes that it may be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group. Shareholders wishing to submit questions in advance may send them to Coor Service Management Holding AB, Attn: General Counsel Erik Strümpel, Knarrarnäsgatan 7, SE-164 99 Kista, Sweden.

DOCUMENTS

The annual report, the auditor’s report, the board of directors’ statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act relating to the proposal under item 10b above, the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group management, and the board of directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act relating to the proposals under item 16B and 17 above, will be available at the company, Coor Service Management Holding AB, Knarrarnäsgatan 7, SE-164 99 Kista, Sweden and on the website www.coor.com, as from April 5, 2019. The documents will also be sent to shareholders who so request and state their address.

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.

Stockholm in March 2019

Coor Service Management Holding AB (publ)
The board of directors 

[1] Including buffer for dividend compensations but excluding 125,725 shares that may be acquired for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2019.

[2] For more information, see below under “Description of ongoing variable compensation programs”

[3] TSR is defined as total return on the share calculated including reinvested dividends. To provide a stable assessment of performance, the TSR development will be calculated based on the average closing price of the Coor share on Nasdaq Stockholm, and the corresponding closing share price of the relevant peer group companies, for a period of 20 trading days immediately prior to the commencement and expiration of the Performance Period.

[4] At implementation of the LTIP 2019, the accumulated TSR performance shall be compared against an index consisting of the accumulated TSR development for the following companies, weighted as set out below:
- Core peers (representing 15% each): Compass, ISS, Lassila & Tikanoja, Sodexo; and
- Other peers (representing 6.667% each): Attendo, Bravida, G4S, Loomis, Nobina and Securitas. 

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