Notice of Indutrade AB's 2023 Annual General Meeting
The Annual General Meeting of Indutrade Aktiebolag (publ) (reg. no. 556017-9367) will be held at 4:30 p.m. on Wednesday, 29 March 2023, at IVA Conference Center, Grev Turegatan 16, Stockholm, Sweden.
The Board of Directors has decided that shareholders may exercise their voting rights at the Annual General Meeting also by postal voting in accordance with the provisions of Indutrade’s Articles of Association.
A. RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION
a) Participation at the meeting venue
A person who wishes to attend the meeting venue in person or by proxy must:
be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, 21 March 2023; and
give notice of participation no later than Thursday, 23 March 2023, via Indutrade’s website www.indutrade.com or https://anmalan.vpc.se/euroclearproxy, by post to Indutrade Aktiebolag, “AGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by e-mail to generalmeetingservice@euroclear.com or by phone +46 8 401 43 12 (Monday–Friday 9 a.m. to 4 p.m.). The notification must state the shareholder’s name, personal identification number/corporate registration number, address, phone number, and the number of any assistants (no more than two).
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. Proxy forms are available on the Company’s website, www.indutrade.com. A power of attorney is valid for one year from its issue date or such longer time period as set out in the power of attorney, however, no more than five years. If the shareholder is a legal entity, a registration certificate or corresponding authorisation document must be enclosed. In order to facilitate registration at the Meeting, the power of attorney, registration certificate and other authorisation documents should be sent to the Company at the address stated above in connection with the notice of participation.
b) Participation by postal voting
A person who wishes to participate in the Annual General Meeting by postal voting must:
be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, 21 March 2023; and
give notice of participation no later than Thursday, 23 March 2023, by casting its postal vote in accordance with the instructions below so that the postal vote is received by Euroclear Sweden AB no later than that day.
Shareholders wishing to attend the meeting venue in person or by proxy must give notice in accordance with a) above. Hence, a notice of participation only through postal voting is not sufficient for a shareholder who wishes to attend the meeting venue.
A special form shall be used for postal voting. The form is available on the Company’s website, www.indutrade.com. The completed and signed postal voting form must be received by Euroclear Sweden AB no later than Thursday, 23 March 2023. The form can be sent by post to Indutrade Aktiebolag, “AGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to generalmeetingservice@euroclear.com. Shareholders may also cast their postal votes electronically through verification with BankID in accordance with instructions at https://anmalan.vpc.se/euroclearproxy.
Shareholders may not provide special instructions or conditions to the postal voting form. If so, the postal vote in its entirety is invalid. Further instructions and conditions are included in the postal voting form.
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Proxy forms are available on the Company’s website, www.indutrade.com. A power of attorney is valid for one year from its issue date or such longer time period as set out in the power of attorney, however, no more than five years. If the shareholder is a legal entity, a registration certificate or corresponding authorisation document must be enclosed with the form.
B. NOMINEE REGISTERED SHARES
In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date, Tuesday, 21 March 2023. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registrations made by the nominee no later than Thursday, 23 March 2023 will be taken into account in the presentation of the share register.
C. ITEMS OF BUSINESS
C.I Proposed agenda
1. Opening of the Meeting;
2. Election of a Chair to preside over the Meeting;
3. Preparation and approval of the voting list;
4. Approval of the agenda;
5. Election of one or two persons to verify the minutes;
6. Determination as to whether the Meeting has been duly convened;
7. Report on the work of the Board of Directors and its committees;
8. Presentation of the annual report and consolidated accounts, and in connection with that, the President’s report on the operations for the year;
9. Presentation of the audit report and the audit report for the group, and of the auditor’s statement regarding whether the Company has adhered to the guidelines for compensation of senior executives;
10. Resolutions on:
(a) adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet;
(b) distribution of the Company’s earnings in accordance with the adopted balance sheet;
(c) the record date, in the event the Meeting resolves to distribute profits;
(d) discharge from liability to the Company of directors and President for 2022;
11. Report on the work of the Nomination Committee;
12. Resolution on the number of directors and the number of auditors;
13. Resolution on directors’ and auditors’ fees;
14. Election of directors and the Chair of the Board;
15. Election of auditor;
16. Resolution on guidelines for compensation and other terms of employment for senior executives;
17. Presentation of the Board’s remuneration report for approval;
18. Resolutions on:
(a) the implementation of a long-term incentive programme; and
(b) hedging arrangements (equity swap agreement) in respect thereof;
19. Closing of the Annual General Meeting.
C.II Preparation and approval of the voting list
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the Annual General Meeting’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
C.III Dividend
The Board proposes a dividend of SEK 2.60 per share.
The proposed record date for the dividend is Friday, 31 March 2023. Provided that the Annual General Meeting resolves in accordance with the proposal, dividends are expected to be distributed by Euroclear Sweden AB on Wednesday, 5 April 2023.
C.IV Election of a Chair to preside over the Meeting, Board of Directors, etc.
The Nomination Committee has been composed of Claes Boustedt, L E Lundbergföretagen AB, committee chair, Dick Bergqvist, AMF Tjänstepension & AMF Fonder, Camilla Wirth, Alecta Tjänstepension Ömsesidigt, Karin Eliasson, Handelsbanken Funds, and Katarina Martinson, Chair of the Board of Indutrade Aktiebolag.
The Nomination Committee proposes the following:
AGM Chair: Katarina Martinson, Chair of the Board of Indutrade Aktiebolag.
Number of directors and auditors:
The Board shall consist of eight directors and no deputies.
One registered accounting firm is proposed as auditor of the Company.
Directors’ fees:
A fee of SEK 890,000 (860,000) is proposed for the Chair of the Board, SEK 445,000 (430,000) for each of the other non-executive directors, SEK 120,000 (115,000) for the Audit Committee Chair, SEK 60,000 (58,000) for each of the other Audit Committee members and SEK 47,000 (45,000) for the Remuneration Committee Chair and members.
Auditors’ fees: Fees payable on current account (unchanged).
Board of Directors:
Re-election of Bo Annvik, Susanna Campbell, Anders Jernhall, Kerstin Lindell, Ulf Lundahl, Katarina Martinson, Krister Mellvé and Lars Pettersson. Bengt Kjell has announced that he is not available for re-election.
Katarina Martinson is proposed to be re-elected as Chair of the Board.
Auditor: Re-election of PricewaterhouseCoopers AB as auditor of the Company for the period until the end of the 2024 Annual General Meeting, in accordance with the recommendation from the Audit Committee.
C.V Resolution on guidelines for compensation and other terms of employment for senior executives
The Board of Directors proposes that the Annual General Meeting adopts the following guidelines for compensation and other terms of employment for senior executives. These guidelines shall be applicable to agreed compensation, and amendments to compensation already agreed, after adoption of the guidelines by the 2023 Annual General Meeting. These guidelines do not apply to compensation resolved or approved by the general meeting.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
A prerequisite for the successful implementation of the company’s business strategy and safeguarding of the company’s long-term interests, including its sustainability, is that Indutrade is able to recruit and retain management with high qualifications. To this end, the company must offer competitive compensation and other terms of employment, which these guidelines enable. The forms of compensation should motivate members of the executive management to perform their utmost in order to safeguard the interests of the shareholders. For more information about the company’s business strategy, please see the company’s website: https://www.indutrade.com/about-indutrade/objectives--strategy/.
These guidelines encompass senior executives, i.e. the CEO and other members of the group management (the executive management). For employments governed by rules other than Swedish, customary adjustments may be made for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Variable cash compensation covered by these guidelines shall aim to promote the company’s business strategy and long-term interests, including its sustainability.
The types of compensation
The total compensation shall be on market terms, straightforward, long-term and quantifiable, and may consist of the following components: fixed cash salary, variable cash compensation, pension benefits, as well as other benefits.
The general meeting may also, irrespective of these guidelines, resolve on, among other things, share-related or share price-related compensation (for information about ongoing incentive programmes, please see the company’s website: https://www.indutrade.com/about-indutrade/corporate-governance/remuneration/).
The performance period with respect to criteria for awarding variable salary shall be measured over a period of one or several years. The variable cash compensation may amount to a maximum of 70 percent of the fixed annual salary for the CEO. For the other members of the executive management, the variable cash compensation may amount to a maximum of 50 percent of the fixed annual salary.
The pension terms for the executive management shall be in line with the going rate in the market in respect of what applies for peer executives in the market in which the executive works, a maximum of 40 percent of the fixed annual salary, and should be based on defined contribution pension solutions or correspond to a public pension plan (in Sweden the ITP plan). Variably salary to members of the executive management not covered by the ITP plan shall not qualify for pension benefits.
Other benefits may include, for example, life insurance, health insurance and company car. Premiums and other costs related to such benefits may amount to not more than 15 percent of the fixed annual salary. Awarding of non-monetary benefits shall facilitate the individuals in the execution of their duties and correspond to what can be considered reasonable in respect of practice in the market in which the respective executive is active.
Termination of employment
The notice period for a member of the executive management may not exceed 12 months if the termination is initiated by the company, and 6 months if it is initiated by the individual. Severance pay to a member of the executive management shall in aggregate not exceed 24 months’ salary in the event the company serves notice, and 6 months’ salary in the event the member of the executive management gives notice.
Criteria for variable cash compensation
The variable compensation shall be designed so as to reward the achievement of clear objectives, in straight-forward and transparent structures, and be linked to one or several predetermined and measurable financial criteria, such as sales growth, EBITA-margin or return on operating capital/capital employed. Any non-financial criteria shall be related to sustainability. Financial criteria shall constitute at least 75 percent of all criteria.
Once the period for measuring the satisfaction of criteria for awarding variable cash compensation expires, the outcome will be determined. The Remuneration Committee is responsible for determining the CEO’s outcome, while the CEO is responsible for determining the outcome for other members of the executive management. For financial objectives, the assessment shall be based on the latest financial information made public by the company, with any adjustments deemed necessary or reasonable by the Board of Directors.
The terms for variable compensation shall be designed so that the Board of Directors, under exceptional financial conditions, may limit, refuse or redeem payment of variable compensation if such measure is deemed reasonable.
In specific cases, arrangements may be made on one-time variable compensation, provided that such compensation does not exceed an amount corresponding to 10 percent of the fixed annual salary, and is not paid more than once each year per individual. Such compensation shall not qualify for pension benefits unless required by mandatory collective agreement provisions. Resolutions on such compensation shall be made by the Board of Directors based on a proposal from the Remuneration Committee, so far as it concerns the CEO, and by the Remuneration Committee based on a proposal from the CEO, so far as it concerns other senior executives.
No other variable cash compensation shall be paid.
Salary and other employment terms for employees
In the preparation of the Board of Directors’ proposal for these compensation guidelines, salary and other employment terms for employees of the company have been taken into account by including information on the employees’ total compensation, the components of the compensation and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, evaluate and apply the guidelines
The Board of Directors has appointed a Remuneration Committee with the task of preparing the Board of Directors’ decisions regarding proposal for guidelines for compensation to senior executives. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year, and submit it to the Annual General Meeting.
The Remuneration Committee shall also monitor and evaluate programmes for variable compensation to members of the executive management, as well as the application of the guidelines in terms of compensation levels and structures. Members of the executive management do not participate in the Board of Directors’ processing of, and resolutions regarding, compensation-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines adopted by the general meeting, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interest, including its sustainability, or to ensure the company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in compensation-related matters, including any resolutions to derogate from the guidelines.
C.VI The Board’s proposal regarding (a) the implementation of a long-term incentive programme; and (b) hedging arrangements (equity swap agreement) in respect thereof
(a) Implementation of the programme
The Board of Directors proposes that the Annual General Meeting resolves to implement a long-term incentive programme (“LTIP 2023”), as set out below.
Objective
LTIP 2023 is designed to create long-term incentives for members of the group management, including the CEO, business unit presidents, as well as subsidiary CEOs and other key employees (the “Participants”). The main objective of LTIP 2023 is to create additional incentive for increased engagement and performance among the Participants, strengthen the potential for recruiting and retaining key individuals, as well as to create a mutual ownership interest between the Participants and the shareholders.
The Board of Directors intends to propose an annual incentive programme with an equivalent structure.
Description of LTIP 2023
LTIP 2023 is proposed to include all current and future members of the group of Participants, currently comprising approximately 285 employees. It is proposed that the programme, which entails an investment requirement, shall consists of performance shares. As proposed, LTIP 2023 may comprise a maximum of 435,000 shares in Indutrade, representing approximately 0.12 percent of all shares and votes in Indutrade.
Investment requirement
In order to participate in LTIP 2023, the Participants are required to invest in Indutrade shares and to allocate these shares to LTIP 2023. The maximum amount that Participants may invest in Indutrade shares within LTIP 2023 corresponds to, in average, approximately 5–7 percent of the Participant’s gross annual base salary at the time of enrolment in LTIP 2023 (“Investment Shares”), as further set out below. Indutrade shares already held by the Participants at the time of implementation, may not be accounted for as Investment Shares under LTIP 2023. Should the Participant be prohibited from acquiring Indutrade shares under market abuse rules or similar at the time of enrolment in LTIP 2023, Investment Shares must instead be acquired as soon as such restrictions no longer apply.
Performance Share Rights
Granting under LTIP 2023 is free of charge and gives the Participant rights that entitle the Participant to receive a certain number of Indutrade shares, free of charge, for each Investment Share following the expiration of a three-year vesting period (“Performance Share Rights”). Each Performance Share Right entitles the holder to receive up to one (1) Indutrade share. Allotment of Indutrade shares pursuant to the Performance Share Rights is subject to the fulfilment of the performance condition set out below, and will generally require that the Participant retains their employment and all of their Investment Shares over a period of approximately three years from the launch of the programme until the date of announcement of the interim report for the first quarter of 2026 (the “Vesting Period”).
Granting of Performance Share Rights will generally take place as soon as practicably possible following the Annual General Meeting 2023 or a later point in time as regards newly employed Participants.
Indutrade will not compensate for dividend payments and other value transfers that are in line with Indutrade’s dividend policy during the Vesting Period. The number of Indutrade shares that each Performance Share Right entitles to, may be recalculated as a result of e.g. bonus issues, reverse splits or share splits, new share issues, reductions of the share capital, extraordinary dividend payments, or similar actions. The transfer of shares may be accelerated as a result of merger, demerger, major acquisitions or divestments or similar actions.
Performance condition and allocation
The vesting of the Performance Share Rights is dependent upon the extent to which the performance condition is satisfied during the period 1 January 2023–31 December 2025 (the “Performance Period”), whereby it will be determined to which extent (if any) the Performance Share Rights entitle the Participants to receive Indutrade shares at the expiration of the Vesting Period.
The performance condition for allotment of Indutrade shares is based on the cumulative profit per Indutrade share (EPS) during the entire Performance Period. Minimum allotment occurs if the threshold of a cumulative EPS of SEK 24.40 per share is reached, and increases linearly up to the maximum allotment at a cumulative EPS of SEK 27.80 per share.
The maximum amount that the participants in each category can invest in Investment Shares within LTIP 2023, as well as their respective granting of Performance Share Rights, are set out below. Further, each Participant must invest at least 50 percent of the maximum amount specified for its category below in order to be entitled to Performance Share Rights.
Category 1 (CEO)
The CEO can invest up to SEK 625,000 in Investment Shares. Each Investment Share entitles the CEO to receive 6 Performance Share Rights.
Category 2 (Group management)
14 other employees of the group management can invest up to SEK 175,000 each in Investment Shares. Each Investment Share entitles these Participants to receive 5 Performance Share Rights.
Category 3 (Business unit presidents)
40 employees within category 3 can invest up to SEK 110,000 each in Investment Shares. Each Investment Share entitles these Participants to receive 4 Performance Share Rights.
Category 4 (Subsidiary CEOs and other key individuals)
230 employees within category 4 can invest up to SEK 85,000 each in Investment Shares. Each Investment Share entitles these Participants to receive 2.5 Performance Share Rights.
Allotment of shares
Provided that the performance condition set out above has been satisfied during the Performance Period and that the Participant has retained their employment (unless special circumstances are at hand) as well as their Investment Shares during the Vesting Period, the allotment of Indutrade shares (“Performance Shares”) shall take place as soon as practicably possible following the expiration of the Vesting Period.
In order to enable control and create predictability in relation to the maximum outcome per Participant and the costs of LTIP 2023, the maximum value of the Performance Shares that may be allotted under each Performance Share Right is limited to 200 percent of the volume-weighted average purchase price for all Investment Shares. Should the value of the allotment of Performance Shares per Performance Share Right exceed this amount at the day of allotment of Performance Shares, a proportionate reduction of the number of Performance Shares to be allotted shall be made, so that this amount is not exceeded. A corresponding reduction can be made in the event the total number of shares comprised by LTIP 2023 would be exceeded.
When determining the final outcome of the Performance Share Rights, the Board of Directors shall evaluate whether the vesting level is reasonable considering Indutrade’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 allotment 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, at a reasonable cost or with reasonable administrative measures, the Board of Directors may resolve to offer the Participants a cash settlement.
Costs, dilution and effects on important key ratios
The costs for LTIP 2023, as reported in the income statement, are calculated in accordance with the accounting standard IFRS 2 and distributed over the Vesting Period. The calculation has been made based on the assumption of an estimated annual turnover of personnel of 10 percent, an annual share price increase of 10 percent, and 50 percent fulfilment of the performance condition. In addition, the costs for LTIP 2023 have been based on the assumptions that the programme comprises a maximum of 285 Participants and that each Participant makes a maximum investment.
The total cost during the entire program period, given the above assumptions, of LTIP 2023 according to IFRS 2 is estimated to approximately MSEK 28.4, excluding social security contributions (the maximum cost according to IFRS 2 is approximately MSEK 77.3). The costs for social security contributions are estimated to approximately MSEK 12.0, based on the assumption of social security contributions at a rate of 30 percent (approximately MSEK 49.5 at maximum total outcome).
The expected annual costs of approximately MSEK 14, including social security contributions, correspond to approximately 0.2 percent of the group’s total employee costs for the financial year 2022 (0.7 percent at maximum total outcome).
As proposed, LTIP 2023 may comprise a maximum of 435,000 shares in Indutrade, corresponding to approximately 0.12 percent of all shares and votes in Indutrade, before any recalculations as a result of the above specified company events.
Since the proposal does not entail an issue of new shares, LTIP 2023 will have no dilutive effect on the votes of existing shareholders or the share capital. The effect on important key figures is only marginal.
Hedging arrangements
The Board of Directors has considered different methods for hedging the financial exposure and the transfer of shares under LTIP 2023, such as repurchase of own shares, new issue of Class C shares and transfer of treasury shares. The Board of Directors is of the opinion that an equity swap agreement with a third party is the most cost-effective and flexible method for hedging the financial exposure and the transfer of shares under LTIP 2023.
Preparation of the proposal, etc.
The proposal regarding LTIP 2023 has been prepared by Indutrade’s Remuneration Committee and adopted by the Board of Directors.
The Board of Directors shall, within the framework of the above terms and conditions and guidelines, be responsible for the implementation and management of LTIP 2023. All major decisions relating to LTIP 2023 will be made by the Remuneration Committee, with approval by the Board of Directors as a whole, when required.
Description of ongoing variable compensation programmes
The Company’s ongoing variable compensation programmes will be described in detail in the annual report 2022 in note 8 to the consolidated financial statements, and are also described on Indutrade’s website, which further outlines how Indutrade implements its guidelines for compensation to senior executives in line with the Swedish Corporate Governance Code.
(b) Equity swap agreement with a third party
The Board of Directors proposes that the Annual General Meeting resolves that the financial exposure shall be hedged by Indutrade being able to enter into an equity swap agreement with a third party on market terms, whereby the third party in its own name shall be entitled to acquire and transfer shares to the Participants. The Board has considered different methods and is of the opinion that the costs of such an equity swap are in line with other financing options, considering the terms and conditions for such an equity swap agreement. The costs for the equity swap agreement are not expected to exceed MSEK 4 per year until 2026.
LTIP 2023 including the equity swap agreement will also result in costs for external counsel and administration attributable to LTIP 2023, including acquisition and transfer of shares. These costs are not expected to exceed MSEK 1 per year until 2026.
Majority requirements
The Annual General Meeting’s resolutions under items 18 (a) and 18 (b) above requires a majority of more than half of the votes cast at the Meeting.
D. SHARES AND VOTES
The number of shares and votes in the Company at the time of this notice was 364,323,000.
E. DOCUMENTS
Accounting reports, the audit report, proxy and postal voting forms and other documents that shall be held available for the shareholders pursuant to the Swedish Companies Act will be available at the Company’s office and on the Company’s website, www.indutrade.com, no later than three weeks prior to the Annual General Meeting. The documents can also be requested by post from Indutrade Aktiebolag, P.O. Box 6044, SE-164 06 Kista, Sweden, or by e-mail to IndutradeAGM@indutrade.com, and will also be sent free of charge to shareholders who so request and provide their postal address. The documents will also be available at the Annual General Meeting. The complete proposals are provided under the respective item in the notice. Information on those proposed to the Board of Indutrade and the Nomination Committee’s statement etc. are available on the Company’s website.
F. DISCLOSURES AT THE ANNUAL GENERAL MEETING
The Board of Directors and the President shall, if requested by any shareholder, and if the Board believes that it can be done without causing material harm to the Company, provide disclosures on conditions that could affect the assessment of an item on the agenda, including conditions that could have an effect on the assessment of the Company’s or a subsidiary’s financial situation as well as of the Company’s relations with another Group company. A person who wishes to submit questions in advance can do so by post to Indutrade Aktiebolag, P.O. Box 6044, SE-164 06 Kista, Sweden, or by e-mail to IndutradeAGM@indutrade.com.
G. 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, February 2023
Indutrade Aktiebolag (publ)
The Board of Directors