Notice of Annual General Meeting in Epiroc AB
Stockholm, Sweden: The Annual General Meeting of Epiroc AB will be held on Wednesday April 28, 2021. Due to the coronavirus pandemic the Board of Directors has decided that the Annual General Meeting should be conducted without the physical presence of shareholders, representatives and third parties, and that shareholders should only be able to exercise their voting rights through voting by mail, in accordance with temporary legislation. Epiroc welcomes shareholders to exercise their voting rights as described below and in the Notice of Annual General Meeting (“Notice”).
Shareholders have the right, in accordance with the Notice, to request certain information from the company. Such requests should be received by the company latest ten days before the Annual General Meeting, and answers will be published on the company’s website latest five days before the Annual General Meeting. The information will also be sent by post to the shareholder who requested the information and provided its address.
A speech by the President and CEO will be available on April 26, 2021, on Epiroc’s webpage www.epirocgroup.com/agm.
Shareholders, intending to participate in the Annual General Meeting by mail voting, must
- be recorded as shareholder in the register of shareholders kept by Euroclear Sweden AB on April 20, 2021; however, voting right registration regarding shares held in trust that have been done latest on April 22, 2021, will be considered, and
- notify their intent to participate in the meeting no later than April 27, 2021, by casting their mail votes in accordance with instructions and terms in the Notice. The form that shall be used for mail voting is available at Epiroc AB’s website http://www.epirocgroup.com/agm, and should be received by Euroclear Sweden AB latest on April 27, 2021.
A shareholder whose shares are held in trust by a trustee wanting to cast its mail vote should notify the trustee well in advance of April 22, 2021.
Please see the full Notice below, or visit www.epirocgroup.com/agm.
For more information please contact:
Karin Larsson, Vice President Investor Relations
+46 10 755 0106
ir@epiroc.com
Ola Kinnander, Media Relations Manager
+46 70 347 2455
media@epiroc.com
Epiroc is a vital part of a sustainable society and a global productivity partner for mining and infrastructure customers. With ground-breaking technology, Epiroc develops and provides innovative and safe equipment, such as drill rigs, rock excavation and construction equipment and tools for surface and underground applications. The company also offers world-class service and other aftermarket support as well as solutions for automation, digitalization and electrification. Epiroc is based in Stockholm, Sweden, had revenues of SEK 36 billion in 2020, and has 14 000 passionate employees supporting and collaborating with customers in about 150 countries. Learn more at www.epirocgroup.com.
Notice of Annual General Meeting in Epiroc AB
Epiroc AB, reg. no. 556041-2149, with registered office in Nacka, Sweden, is hereby convening an Annual General Meeting to be held on Wednesday April 28, 2021.
Due to the coronavirus pandemic, the Board of Directors has decided that the Annual General Meeting should be conducted without the physical presence of shareholders, representatives and third parties and that the shareholders should only be able to exercise their voting rights through voting by mail in accordance with temporary legislation.
Epiroc AB encourages all of its shareholders to exercise their voting rights at the Annual General Meeting by mail voting pursuant to the process and conditions set out below. Information on the resolutions passed at the meeting will be disclosed after the meeting through a press release that will be available on Epiroc’s webpage.
A speech by the President and CEO will be available on April 26, 2021, on Epiroc’s webpage www.epirocgroup.com/agm.
Conditions for participation
Shareholders, intending to participate in the Annual General Meeting by mail voting, must
- be recorded as shareholder in the register of shareholders kept by Euroclear Sweden AB (“Euroclear”) on April 20, 2021, however, voting right registration regarding shares held in trust that have been done latest on April 22, 2021 will be considered, and
- notify Epiroc AB in writing of their intent to participate in the meeting no later than April 27, 2021, by casting their mail votes in accordance with the instructions under the heading “Mail Voting” so that the mail vote is received by Euroclear Sweden AB no later than on that day.
A shareholder whose shares are held in trust by a trustee wanting to cast its mail vote should notify the trustee well in advance of April 22, 2021.
Shareholders represented by a proxy holder must submit a proxy. Further instructions in relation thereto can be found below.
Mail voting
Shareholders may exercise their voting rights only through advance voting by mail in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for the mail vote. The form for mail voting is available at Epiroc’s webpage www.epirocgroup.com/agm. Submission of the form for mail voting constitutes a notification to participate at the meeting.
The completed form must be received by Euroclear (administering the forms on behalf of Epiroc AB) no later than on April 27, 2021. The form may be sent by e-mail to GeneralMeetingService@euroclear.com or by mail to Epiroc AB, "AGM", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via Euroclear’s webpage, anmalan.vpc.se/euroclearproxy.
If the shareholder submits its mail vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the mail voting form. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the mail voting form. The shareholder may not provide special instructions or conditions to the mail vote. If that is done the entire mail vote is invalid. Further instructions and conditions will be found in the mail voting form.
In the event of any questions regarding the Annual General Meeting or to request to receive the mail voting form by mail, please contact Euroclear by telephone +46 8 401 43 02 (work days between 9.00 a.m. to 4.00 p.m. (CEST).
Proposed agenda
- Election of the chair of the meeting
- Election of one or two persons to attest the minutes
- Preparation and approval of voting list
- Approval of the agenda
- Determination whether the Meeting has been duly convened
- Presentation of the Annual Report and the Auditor’s Report as well as the Consolidated Financial Statements and the Consolidated Auditor’s Report
- Decisions regarding
- adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
- discharge from liability for Board members and the CEO
- allocation of the company’s profit or loss according to the adopted balance sheet and record dates for receiving the dividend
- the Board’s remuneration report
- Determination of the number of
- Board members, and
- auditors and deputy auditors or registered auditing companies
- Election of
- Board members, the Nomination Committee’s proposal,
- Lennart Evrell
- Johan Forssell
- Helena Hedblom
- Jeane Hull
- Ronnie Leten
- Ulla Litzén
- Sigurd Mareels
- Astrid Skarheim Onsum
- Anders Ullberg
- Chair of the Board, and
- Auditors and deputy auditors or registered auditing companies
- Board members, the Nomination Committee’s proposal,
- Determining the remuneration,
- in cash or partially in the form of synthetic shares, to the Board of Directors, and the remuneration to its committees, and
- to the auditors
- The Board’s proposals regarding a performance based personnel option plan for 2021
- The Board’s proposal regarding mandates to
- acquire A shares related to personnel option plan for 2021
- acquire A shares related to remuneration in the form of synthetic shares
- transfer A shares related to personnel option plan for 2021
- sell A shares to cover costs related to synthetic shares to Board members
- sell A shares to cover costs in relation to the performance based personnel option plans for 2016, 2017 and 2018
- The Board’s proposal regarding a share split, mandatory share redemption and bonus issue
Item 1 – Election of the chair of the meeting
The nomination committee has proposed that Sven Unger, Mannheimer Swartling, is elected chair of the Annual General Meeting, or in the event he is prevented from participating, the person appointed by the nomination committee.
Item 2 - Election of two persons to check the minutes
Petra Hedengran, Investor AB, and Mikael Wiberg, Alecta, have been proposed to check the minutes from the Annual General Meeting, or if one or both of them are prevented from participating, the person(s) appointed by the Board of Directors. The assignment to check the minutes also include checking the voting list and that the received mail votes are correctly reflected in the minutes from the meeting.
Item 3 - Preparation and approval of voting list
The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of Epiroc AB, based on the general meeting share register and received mail votes, controlled and approved by the persons assigned to check the minutes.
Item 7 c) and d) - The Board of Directors’ proposals regarding dividend, record dates and the Remuneration Report
The Board proposes that the dividend is decided to be SEK 2.50 per share to be paid in two equal instalments of SEK 1.25. The record date for the first instalment is proposed to be April 30, 2021 and for the second instalment October 28, 2021. If the Meeting decides as proposed, the first instalment is expected to be distributed by Euroclear on May 5, 2021 and the second instalment on November 2, 2021. The Board proposes that the Remuneration Report be approved.
Item 8 and 9 - Proposals from the Nomination Committee regarding number of Board members, Chair and other Board members and registered auditing company
The Nomination Committee, propose as follows:
Item 8: That nine Board members be elected. That one registered auditing company be elected.
Item 9: Board: That the following Board members are re-elected: Lennart Evrell, Johan Forssell, Helena Hedblom, Jeane Hull, Ronnie Leten, Ulla Litzén, Sigurd Mareels, Astrid Skarheim Onsum and Anders Ullberg. That Ronnie Leten is re-elected Chair of the Board. Auditing company: That Deloitte AB is re-elected as the auditing company, which also is the Audit Committee’s recommendation.
Information regarding all proposed Board members is available on www.epirocgroup.com/agm.
Item 10 – Proposal from the Nomination Committee regarding remuneration to the Board of Directors and for committee work and audit fee
Remuneration of SEK 2,130,000 (2,050,000 previous year) to the Chair and SEK 665,000 (640,000) each to the other Board members not employed by the Company. To the Chair of the Audit Committee SEK 275,000 (260,000) and SEK 185,000 (175,000) each to the other members. To the Chair of the Remuneration Committee SEK 130,000 (125,000) and SEK 95,000 (90,000) each to the other members, and remuneration of SEK 70,000 (70,000) to each Board member who, in addition to the above, participates in a committee in accordance with a decision of the Board of Directors.
Reflecting the ambition to further enhance the interest for the long-term development of the Company, the Nomination Committee proposes that each Board member shall have the possibility to choose between receiving 50% of the board remuneration in the form of synthetic shares and the rest in cash and to receive the whole remuneration in cash.
The Board proposes that the obligation of the Company to pay an amount corresponding to the synthetic shares as described above shall be hedged through the purchase of own A shares. Repurchased shares can be sold on the market in connection with the payment to the Board member in compliance with a request for mandate. The cost difference for the Company if all Board members choose to receive a part of their fee in the form of synthetic shares compared to receive the whole remuneration in cash is assessed to be very limited due to the hedging.
Audit fee is proposed to be as per approved invoice.
Item 11 – The Board’s proposals regarding a performance based personnel option plan for 2021
The Board of Directors proposes a personnel stock option plan for 2021 corresponding to the Company’s personnel option plans for 2016-2020. It is important that key personnel in Epiroc have a long-term interest in a good value development of the shares of the Company and align their performance in a manner that enhances such a development. In particular, this applies to the group of key personnel that consists of the senior executives. It is also the assessment of the Board that a share-related option plan increases the attractiveness of Epiroc on the global market and enhances the possibility to recruit and keep key personnel in the Epiroc group. The proposal has been prepared by the Remuneration Committee and approved by the Board of Directors.
Scope and main principles
Granting
The Board has the right to decide on the issuing of performance stock options that can give a maximum of 100 key personnel in the Epiroc group the possibility to acquire a maximum of 1 630 872 A shares.
Issuing
The issuing is dependent on the value increase of the Epiroc group expressed as Economic Value Added during 2021. In an interval of SEK 700,000,000, the issue varies linear from zero to 100% of the maximum number. The size of the plan and the limits of the interval are established by the Board and are compatible with the goals in the long-term business plan of the Epiroc group.
The issue of performance stock options is maximized to the following number per person within the respective key group:
Category 1 President and CEO 147 490 (196,174)
Category 2 Other Group Management 29 835 (41,695) (options average for the group)
Category 3 Other key employees 13 315 (19,127)
The Board shall decide which persons shall be included in category 3 based on position, qualification and individual performance. The issuing of options will take place not later than March 20, 2022.
The Board shall have the right to introduce an alternative incentive plan for key personnel in such countries where the granting of options is not feasible. Such alternative incentive solutions – Share Appreciation Rights - shall, to the extent possible, have terms and conditions corresponding to the ones applicable to the performance stock option plan.
The term of the performance stock options
The term of the options shall be seven years from the date of granting. The options are not transferable.
Exercise
The options are exercisable earliest three years from granting. The right to exercise only applies during the period a person is deemed employed.
Exercise price
The exercise price shall be set to an amount corresponding to 110% of the average of the closing rates at Nasdaq Stockholm of A shares of the Company during a period of ten business days next following the date of the publishing of the interim Q4 and full-year report for 2021.
Maximized outcome
A single payment/assignment in relation to an option can never be higher than four times the exercise price for the option.
Recalculation
In case there would be a decision at a general shareholders meeting regarding, for example, a reduction or increase of outstanding shares or a dividend beyond the dividend policy of the Company a recalculation can take place to preserve the value of the options.
A decision regarding such recalculation shall be taken by the Board.
Value and costs for the plan
A theoretical value on a personnel option has been established based on the Black & Scholes model for valuating options. The calculation has been done by KPMG. As a base for the calculation, among other factors, a share price of SEK 166.03 for the Company, expected maturity of 4.9 years, an expected volatility of 30%, interest rate -0.2% and expected dividend growth of 6% have been used. The theoretical value is calculated to amount to SEK 29.29 per personnel option or in total a maximum of MSEK 47.8 for the whole plan. Based on the value at the start of the plan the costs for the plan are estimated to be MSEK57.3, including social costs.
Requirement for group management regarding own investment
A prerequisite for the participation of Group Management (eleven persons) in the personnel stock option plan 2021 is that they have invested a maximum of 10% of their respective base salary for 2021, before tax, in A shares of the Company (20% for expatriates with net salary).
The investment may be in cash or by pre-owned shares, however, not by shares that are obtained as part of the participation in the stock option plan for 2019 and 2020. The participation in the plan corresponds proportionally to the investment made. Those who have chosen to invest in A shares will get, in addition to the proportional participation in the plan, the right to acquire (matching options), three years after the investment year, the number of shares that correspond to the number of shares acquired under 2021 at a price of 75% of the value upon which the exercise price for the shares in the 2021 plan was based, subject to continued employment and continued ownership of the shares. If the number of the acquired shares has been reduced, the right to matching options is reduced on a share by share basis.
The theoretical value for this is calculated to be SEK 50.59 per matching option or in total approximately SEK 1 344 429.
Delivery of shares and dilution
The personnel options shall give the right to acquire already issued A shares in the Company. The plan does accordingly not involve any dilution of the total number of shares in Epiroc.
Additional conditions
The plan is covered by the principle conditions described herein and such additional conditions as decided by the Board.
Information on other incentive plans
For information on the Group’s other incentive plans please see Note 24 in the 2020 Annual Report.
Item 12 – The Board’s proposal regarding mandates to:
a) acquire A shares related to personnel option plan for 2021
b) acquire A shares related to remuneration in the form of synthetic shares
c) transfer A shares related to personnel option plan for 2021
d) sell A shares to cover costs related to synthetic shares to Board members
e) sell A shares to cover costs in relation to the performance based personnel option plans for 2016, 2017 and 2018.
In order for the resolutions by the Meeting in accordance with 12 a), b), d) and e) above to be adopted, the resolutions must be supported by Shareholders holding at least two-thirds of the votes cast as well as of the shares represented at the Meeting. In order for the resolution by the Meeting in accordance with 12 c) above to be adopted, the resolution must be supported by Shareholders holding at least nine tenths of both the votes cast as well as of the shares represented at the Meeting. Should majority votes not be achieved, the intention of the Company is to hedge the financial exposure in connection with the 2021 personnel option plan and secure delivery of shares by entering into an equity swap agreement with a financial institution.
12 a) acquire A shares related to personnel option plan for 2021
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to decide, on one or more occasions, on the acquisition of shares in the Company as follows:
1. Acquisition of not more than 1 800 000 A shares
2. The shares may only be acquired on Nasdaq Stockholm
3. The shares may only be acquired at a price per share within the registered trading interval, at any given point in time.
The acquisition is made with the intention to limit the economic risk caused by an increase of the share value during the period the performance stock options remain outstanding, to be able to fulfil future delivery obligations under personnel option and matching option agreements, to cover alternative solutions and cash settlements as well as to cover, primarily, social charges.
12 b) acquire A shares related to remuneration in the form of synthetic shares
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to decide, on one or more occasions, on the acquisition of shares in the Company as follows:
1. Acquisition of not more than 20 000 A shares
2. The shares may only be acquired on Nasdaq Stockholm
3. The shares may only be acquired at a price per share within the registered trading interval, at any given point in time.
The acquisition is made with the intention to hedge the obligation of the Company to pay remuneration, including social charges, to a Board member who has chosen to receive 50% of the remuneration in synthetic shares.
12 c) transfer A shares related to personnel option plan for 2021
The Board further proposes that the Meeting decides to transfer shares in the Company in relation to the Company’s personnel option plan 2021, including the matching options part, according to the following:
1. A maximum of 1 700 000 A shares may be transferred. Right to acquire shares is to be granted the persons participating in the Company’s proposed performance stock option plan 2021, with a right for each participant to acquire the maximum number of shares stipulated in the terms and conditions of this plan. The participant’s right to acquire shares is conditional upon all terms and conditions of the Company’s performance stock option plan 2021 being fulfilled. Shares are to be transferred on the terms and conditions stipulated by the plan, meaning inter alia, that what is stated therein regarding price and time during which the participants are to be entitled to use their right to acquire shares is also applicable to the transfer. Participants are to pay for the shares within the time and on the terms stipulated in the performance stock option plan 2021.
2. With respect to the number of shares that may be transferred under the Company’s performance stock option plan, customary terms for recalculation as a result of bonus issue, share split, rights issues and similar measures apply in accordance with the terms and conditions of the plan.
As reason for the deviation from the Shareholders’ right of first refusal and as the base for the transfer price in connection with the transfer of own shares, the Board states that the transfer of own shares is a part of the proposed performance stock option plan for 2021.
12 d) sale of A shares to cover costs related to synthetic shares to Board members
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to decide, on one or more occasions, to sell not more than 60 000 A shares in the Company to cover the costs of giving a counter value of earlier issued synthetic shares and to, primarily, cover social charges.
Shares proposed to be sold were acquired based on mandates given at the Annual General Meeting each respective year to acquire the shares for the stated purpose. The sale shall take place on Nasdaq Stockholm at a price within the registered price interval at any given time.
As reason for the deviation from the Shareholders’ right of first refusal and as the base for the price in connection with the sale of own shares, the Board states that the sale of own shares is a part of the previously adopted decision regarding synthetic shares to the Board.
12 e) sale of A shares to cover costs in relation to the performance based personnel option plans for 2016, 2017 and 2018
The Board proposes that the Board is granted the mandate until the next Annual General Meeting to sell, at one or more occasions, a maximum of 5 800 000 A shares, in connection with the exercise of rights under the above mentioned performance stock option plans and related costs in order to cover costs, primarily cash settlements in Sweden, SAR and social costs.
Shares proposed to be sold were acquired each respective year based on mandate given at that year’s Annual General Meeting to acquire the shares for the stated purpose. The sale shall take place on Nasdaq Stockholm at a price within the registered price interval at any given time.
As reason for the deviation from the Shareholders’ right of first refusal and as the base for the price in connection with the sale of own shares, the Board states that the sale of own shares is an integrated part of the previously adopted performance stock option plans. Due to current legislation, this has to be re-approved annually.
Item 13 - The Board’s proposal regarding a share split, mandatory share
redemption and bonus issue
Background
Epiroc has generated significant operating cash flows in recent years. Consequently, the Company has a strong financial position. In order to adjust the Group’s balance sheet to a more efficient structure and, at the same time, maintain the financial flexibility for further growth, the Board proposes to the Meeting a mandatory share redemption, by a so called share split of 2:1, whereby each existing share will be split into two shares. One of those shares will automatically be redeemed at SEK 3.00 per share. This corresponds to a maximum total redemption amount of SEK 3,641,216,109, which the Shareholders will receive in addition to the proposed ordinary dividend of SEK 2.50 per share. The Board also proposes that, in order to quickly and efficiently transfer the redemption amount to the Shareholders, the share capital of the Company is increased by SEK 250,000,000 by way of a bonus issue. In view hereof, the Board proposes that the Meeting resolves in accordance with the following proposal.
Share split 2:1
The Board proposes that the Meeting resolves to change the quota value of the share (the share capital divided by the number of shares) by way of a share split. Each existing share (irrespective of the series of shares) is divided into two shares, of which one is to be referred to as redemption share in the VPC-system and be redeemed in the manner described below. The suggested record day at Euroclear for the share split is May 17, 2021. The last trading day for the Company’s shares including the right to receive redemption shares will therefore be May 12, 2021 and the first trading day for the Company’s shares excluding the right to receive redemption shares will be May 14, 2021. After the share split, the number of shares in the Company will increase from 1,213,738,703 to 2,427,477,406, of which 1,647,531,708 are series A shares and 779,945,698 are series B shares, each share with a quota value of approximately SEK 0.2059.
Reduction of the share capital through redemption of shares of series A and series B
The Board proposes that the Meeting resolves that the Company’s share capital shall be reduced by SEK 250,000,000 (the reduction amount) for repayment to the Shareholders and for transfer to the non-restricted equity, to the extent that the reduction of the share capital is implemented by way of redemption of shares held by the Company. The reduction will be made by way of redemption of 1,213,738,703 shares, of which 823,765,854 series A shares and 389,972,849 series B shares.
The shares so redeemed shall be those shares that, after the share split are referred to as redemption shares in the VPC-system, whereby the record day for the right to receive redemption shares is to be May 17, 2021. Trading in the redemption shares is estimated to take place as from May 19, 2021 up to and including June 2, 2021.
For each redeemed share (irrespective of the series of shares) a redemption amount of SEK 3.00 will be paid, of which approximately SEK 2.79 exceeds the quota value of the share. However, no payment is to be made in respect of redeemed shares held by the Company. The total redemption can at maximum amount to SEK 3,641,216,109[1]. In addition to the reduction amount, a maximum total amount of 3,391,216,109 will be distributed, by use of the Company’s non-restricted equity.
The suggested record date for the right to receive the redemption amount is June 8, 2021. Payment of the redemption amount is estimated to be made by Euroclear on June 11, 2021.
Following the reduction, the Company’s share capital will amount to SEK 250,000,000 divided on, in total 1,213,738,703 shares, of which 823,765,854 are series A shares and 389,972,849 are series B shares, each share with a quota value of approximately SEK 0.2059. Apart from the reduction of the share capital, the Company’s restricted shareholders’ equity will not be affected.
The resolution on reduction of the share capital by redemption of shares according to this item 13 may be implemented without obtaining the Swedish Companies Registration Office’s or a court of law permission, since the Company at the same time implements a bonus issue as described below, as a measure whereby that neither the Company’s restricted shareholders’ equity, nor its share capital will be reduced. The effect of the reduction of the share capital and the bonus issue on the Company’s restricted shareholders’ equity and the share capital is presented, as concerns the reduction, in the preceding paragraph and, as concerns the bonus issue below. The Board finds this be in accordance with Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act.
Increase of the share capital through a bonus issue without issuance of new shares
The Board further proposes that the Meeting resolves that the Company’s share capital is increased by way of a bonus issue of SEK 250,000,000 to SEK 500,000,000, by a transfer of SEK 250,000,000 from the Company’s non-restricted equity. No new shares are to be issued in connection with the bonus issue.
The number of shares in the Company will, after implementation of the increase of the share capital, be 1,213,738,703, of which 823,765,854 are series A shares and 389,972,849 are series B shares, each share with a quota value of approximately SEK 0,4119.
The share split, redemption and the bonus issue are conditional upon each other and shall therefore be resolved upon as one resolution. In order for the resolution by the Meeting to be valid, the resolution must be supported by Shareholders holding at least two thirds of the votes cast as well as the shares represented at the Meeting.
The Board proposes that the Meeting gives the President and CEO mandate to make minor adjustments regarding the resolutions in this item 13, which may be required to register the Shareholders’ decisions with the Swedish Companies Registration Office and Euroclear.
Documentation
The Board of Directors’ complete proposals are set out above. The Board’s statement pursuant to chapter 18 section 4, chapter 19 section 22 and chapter 20 section 8 of the Swedish Companies Act, the company’s annual report for 2020 and the auditor’s report will be available on the company’s webpage www.epirocgroup.com/agm not later than three weeks before the general meeting. All documentation will then be available with the company, Sickla Industriväg 19, Nacka, Sweden, and be sent free of charge to those shareholders who so requests and state their mail or e-mail address. The same applies for the remuneration report pursuant to chapter 8 section 53 a and the auditors statement in accordance with chapter 8 section 54 as well as the auditors statement in accordance with chapter 20 sections 8 and 14 of the Swedish Companies Act. The documents will be presented at the meeting by being available at the company’s webpage.
Proxy forms for those shareholders that wish to vote by proxy are available on the company’s webpage www.epirocgroup.com/agm and will be sent to those shareholders who so requests and state their mail or e-mail address.
Shares and Votes
Epiroc AB has issued in total 1,213,738,703 shares of which 823,765,854 are A shares and 389,972,849 are B shares. A shares have one vote and B shares have one tenth of a vote. Epiroc AB holds 7,676,292 A shares, which corresponds to the same number of votes.
Shareholders right to receive information
The Board of Directors and the CEO shall, if a shareholder so requests and the Board of Directors believes that it can 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.
Such request must be sent in writing to: Epiroc AB, Attn: Investor Relations, P.O. Box 4015, SE-131 04 Nacka, Sweden or by e-mail to ir@epiroc.com, and must be received by the Company no later than on April 18, 2021. The shareholder must include its name, personal or organization number and postal address, for the question to be answered. The shareholder should also state its email address and telephone number.
The information will be made available at www.epirocgroup.com/agm and at Epiroc AB, Sickla Industriväg 19, Nacka, no later than on April 23, 2021. The information is also sent within the same timeframe to the shareholder who requested the information and stated its address.
Processing of personal data
For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Nacka, March 2021
Epiroc AB (publ)
The Board of Directors
[1]The final redemption amount will be calculated based on the number of own shares held by the Company on the record date, hence the amount to be distributed may be lower as no payment is to be made in respect of redeemed shares held by the Company.
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