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Summons to attend the Annual General Meeting of Investment AB Latour (publ)

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Summons to attend the Annual General Meeting of Investment AB Latour (publ) will be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company website on Tuesday 4 April, 2023. For more information about the proposals, please refer to the full notice to the AGM below.

Summons to attend the Annual General Meeting of Investment AB Latour (publ)
The shareholders in Investment AB Latour (publ) (“Latour”), corporate registration number 556026-3237, registered in Göteborg, are hereby summoned to attend the Annual General Meeting Wednesday 10 May 2023 5:00 p.m. at Radisson Blu Scandinavia Hotel, Södra Hamngatan 59, Göteborg, Sweden. Registration for the meeting opens at 4.30 p.m.

Notification
Shareholders who wish to participate in the Annual General Meeting must be inscribed in the register of the shareholders held by Euroclear Sweden AB no later than Tuesday 2 May 2023 and notify their intent to participate no later than Thursday 4 May 2023.

Notification can be made per telephone +46 31 89 17 90, or by mail to Latour, Box 336, SE-401 25 Göteborg, Sweden, or via group website at www.latour.se. The notification must contain your name/firm, social security number/corporate identity number, shareholding, address, daytime telephone number and notification of any assistants (maximum two). If applicable, the notification should also contain complete authorisation documents such as proof of registration, power of attorney, or the equivalent. Information provided at the time of registration will be processed and used only for the Annual General Meeting. See below for further information on the processing of personal data.

Proxy
Shareholders represented by a proxy must issue a power of attorney to date for the proxy. If the power of attorney is issued by a legal entity, an attested copy of the registration document or the equivalent thereof for the legal entity must accompany it. The power of attorney may not be older than one year, unless stated longer period of validity in the mandate (maximum 5 years). The registration document may not be issued earlier than one year prior to the Annual General Meeting. The original power of attorney, together with any registration document, should be sent in good time before the Annual General Meeting to the company at the address above. Power of attorney forms can be downloaded from Latour's website www.latour.se or found at the company's headquarters.

Nominee registered shares
Shareholders who have nominee registered their shares through a bank or a securities institute must register their shares in their own name in order to participate in the Annual General Meeting. This temporarily reregistering at Euroclear Sweden must take place no later than Tuesday 2 May 2023. This means that shareholders must notify their nominee of this well in advance of this day.  Voting rights registrations that has been completed by the nominee no later than Thursday May 4, 2023 will be taken into account in the preparation of the share register as of the record date.

Proposed agenda

  1. Opening of the Annual General Meeting
  2. Election of Chairman of the Annual General Meeting
  3. Establishment and approval of the voting list
  4. Approval of the Agenda
  5. Election of minute-checkers
  6. Corroboration that the Annual General Meeting has been duly convened
  7. Presentation of the annual accounts and the audit report, the consolidated financial statements and the consolidated audit report
  8. Report by the President and CEO
  9. Adoption of
    a) the parent company income statement and balance sheet as well as the consolidated income statement and balance sheet
    b) dispositions regarding Group profits according to the adopted balance sheet and record date for the payment of dividends
    c) the discharge of liability of the members of the Board of Directors and the CEO
  10. Determination of the number of Board of Directors and deputies
  11. Election of the Board of Directors, Chairman of the Board of Directors, and deputies where relevant
  12. Election of auditing firm, accountants and deputy accountants
  13. Determination of the remuneration of the Board of Directors and Auditors
  14. Presentation and approval of the Board of Director’s remuneration report 2022
  15. Authorisation of the Board of Directors to decide on buy back and transfer of own shares
  16. Decision of transfer of own shares to participants in the company's call option program
  17. Decision on call option program for senior officers
  18. Closure of the Meeting

Proposals for decision

Point 9 b, allocations of profit in accordance with the adopted balance sheet and record date for dividend
The Board of Directors has proposed that the funds available at the Annual General Meeting of SEK 11,922 million to be allocated so that SEK 3.70 per share, a total of SEK 2,366 million, is paid to the shareholders as dividend and that the company's remaining unrestricted equity of SEK 9,557 million, is to be carried forward.

The record date for the right to receive a dividend is proposed to be Friday 12 May, 2023. If the Annual General Meeting approves the proposal it is estimated that Euroclear Sweden will execute this dividend on Wednesday 17 May 2023.

Point 2, 10 – 13, Chairman, Board of Directors and Auditing firm
The nominating committee, consisting of Jan Svensson, (Chairman, Förvaltnings AB Wasatornet including related parties), Eric Douglas (Wasatornet Holding AB including related parties), Fredrik Palmstierna (own holding including related parties) and Anders Oscarsson (AMF) has made the following proposal:

  • That Olle Nordström be elected Chairman of the Annual General Meeting.
  • That the Board of Directors consists of eight members and no deputies.
  • Re-election of the following members of the Board of Directors: Mariana Burenstam Linder, Anders Böös, Carl Douglas, Eric Douglas, Johan Hjertonsson, Ulrika Kolsrud, Lena Olving and Joakim Rosengren, all for the time until the end of the next Annual General Meeting. The proposed Board members are presented in more detail on the company website, www.latour.se. Olle Nordström has declined re-election.
  • Furthermore the nominating committee proposes that the Annual General Meeting elect Joakim Rosengren Chairman of the Board.
  • Re-election of the auditing firm Ernst & Young AB until the end of the Annual General Meeting 2024. In the event that Ernst & Young AB is re-elected, the Nomination Committee has been informed that the authorized public accountant Staffan Landén will be appointed as the principal auditor.
  • That the remuneration for the Board of Directors amounts to a total of SEK 10,700,000 of which SEK 3,000,000 to the Chairman and SEK 1,100,000 to each member of the Board of Directors not employed in any of the Group companies. Auditors shall be paid according to an approved invoice.

Point 14, presentation and approval of the Board of Director’s remuneration report 2022
The Board of Directors has prepared a remuneration report and proposes that the Annual General Meeting resolves to approve the report. The report is included in the Board's complete proposals on the company's website.

Point 15, buy back and transfer of own shares
The Board of Directors proposes that the Annual General Meeting authorises the board to, until the next Annual General Meeting, on one or several occasions, acquire its own shares. The company may acquire up to ten (10) per cent of the outstanding shares in the company. The total number of shares may consist of A shares or B shares, or a combination thereof.

The shares may be acquired through offers to all shareholders or through trading on the Nasdaq Stockholm. If purchased on the Nasdaq Stockholm the price will correspond to the market price at the time of the acquisition with a deviation that does not exceed the registered price interval on each occasion. The purpose of this acquisition is to adjust the company’s capital structure, achieve added value for the shareholders as well as to finance acquisitions with shares and be able to meet the obligations of call option programs.

The Board of Directors is also authorised to, on one or several occasions, until the Annual General Meeting 2024, transfer its own shares owned by the company at the time of the Board of Directors’ decision. The shares may be acquired through trading on the Nasdaq Stockholm at the registered price interval on each occasion. The transfer of shares acquired according to the above may take place outside of Nasdaq Stockholm with or without deviating from shareholders’ preferential rights and with or without provisions of contribution or set-offs. The transfer of shares may in other words be used as payment in connection with acquisitions on terms in accordance with the Companies Act regulations regarding new share issue. This transfer may be for a price in money or the value of received asset which, for acquisitions, corresponds to the market price at the time of the transfer.

Point 16, transfer of own shares to participants in the company's call option program
In order to cover the company’s obligations for the proposed call option program in point 17, including previous years’ programs, the Board of Directors propose that the Annual General Meeting decides that the Latour class B shares owned by Latour and may be owned by Latour by acquisitions with support of the above authorisation, can be transferred to the participants under the terms of the call option programs. The Board of Directors further proposes that the Annual General Meeting decides that a maximum of 1,000,000 class B shares may be transferred to participants under the call option program in accordance with point 17. The exercise price follows from the terms adopted when the call option program was established which was determined by an independent valuer following established valuation models.

Point 17, proposal for call option program for senior officers
The Board of Directors proposes the Annual General Meeting adopt a call option program for the CEO and senior officers, executive management in the business areas and employees at Latour’s headquarters. The call option program will comprise a total of about 70 participants in the Latour Group.

The Annual General Meeting is proposed to authorise the Board of Directors to issue, until the next Annual General Meeting, call options for a further 1,000,000 class B shares maximum, corresponding to no more than 0.16 per cent of the total number of shares and 0.09 per cent of total number of votes. Of this, the CEO will be offered a maximum of 160,000 call options. If all outstanding call option programs in Latour are included in the calculation, the corresponding maximum dilution, at the time of the Annual General Meeting, amounts to approximately 0.55 per cent of the total number of shares and 0.33 percent of the total number of votes.

For more details of the company's existing call option program, please refer to the company's annual report for 2022 on the company's website, www.latour.se.

Until the next Annual General Meeting, the above participants will thus be given the opportunity to acquire call options for a maximum of 1,000,000 class B shares. The terms of the call options will be based on market terms following established models at the time of each issue. The option premium will be 10 per cent of the share price on the date of issue. The call options will have maximum four (4) years and three (3) months maturity from the date of issue and the subscription period will be 20 May 2027 – 30 June 2027. The exercise price will be determined by an independent valuer on each occasion, following by applying the Black & Scholes valuation model. To illustrate, a valuation according to the Black & Scholes valuation model will include the following variables, price per call option 10 per cent of the Latour share's average volume-weighted closing price during 5 trading days before the program's release, in this example SEK 19.99 per option based on the Latour share closing price on March 27, 199.85 SEK per share, maturity (4 years and 3 months), volatility (currently 22 per cent) and risk-free interest rate (currently 2.2 per cent). Taking into account the above parameters, the theoretical exercise price would currently amount to SEK 239.20 per share. The exercise price may not be less than the share price at the time the options are issued.

If the Annual General Meeting approves the board’s proposal the company, with a deviation from shareholders’ preferential rights, will transfer to the option holders up to 1,000,000 class B shares for the fixed subscription price of the options if the call options are taken advantage of (with reservations for any recalculation due to bonus issues, merging or splitting shares, new issues, reduction in share capital, or other similar actions). At the time of the summons Latour owns 514,900 repurchased class B shares, all of which are charged by previous years’ call options. This means, if this year's program is fully subscribed, that Latour needs to buy back 2,974,800 class B shares in order to ensure delivery for this and previous year’s programs. Notwithstanding participation in the call option program, and due to no new shares being issued, Latour's share capital remains unchanged.

The Board of Directors invokes the following as a reason for deviation from the shareholders' preferential right. The call option program is expected to contribute to higher motivation and long-term commitment among the employees as well as strengthen the ties between the employees and the company. Furthermore, the Board of Directors asses that the call option program will contribute to recruit and retain qualified and experienced employees. It is the Board's assessment that the call option program will benefit both the employees and the company's shareholders through increased share value.

The proposal is a part of creating a long-term incentive for important employees. The proposal is considered to be of reasonable scope for employees and Latour's shareholders. There is already a corresponding program from Annual General Meetings 2019-2022 comprising 2,489,700 call options which give the right to purchase the same numbers of shares. It is the intention of the Board of Directors to return to similar propositions at coming Annual General Meetings. Since the program is based on market terms and since it entails a financial risk for the senior officers it does not generate social security costs. Latour has no/only limited costs attributable to the call option program for advisers in connection with the preparation of the decision documentation.

The call option program has been prepared by the Board of Directors and was discussed at the Board meeting in March 2023.

Majority requirement
In order for the decision regarding point 15 to be valid shareholders holding two-thirds (2/3) of the votes given and the shares represented at the Annual General Meeting must support them. For the decision regarding point 16 and point 17 to be valid a majority of nine-tenths (9/10) of the votes given and the shares represented at the Annual General Meeting is required.

Number of shares and votes
At the time of the summons the total number of shares in the company amounted to 639,840,000, of which 47,600,448 class A shares and 592,239,552 class B shares. In total the company owned 514,900 class B shares. The total number of votes in the company amounted to 1,068,244,032 of which the company had 514,900 votes that is not represented at the general meeting.

Documents
The Annual Report including the Audit Report, an Auditor Statement according to chapter 8 § 54 of the Company Act regarding the application of principles for remuneration and other employment terms for company management, the board’s complete proposals for decision in points 14, 15, 16 and 17 as well as the board’s proposals and statements according to chapter 18 § 4 of the Company Act will be available no later than three weeks before the Annual General Meeting on the company website www.latour.se.

The nominating committee’s proposal and motivations for decision in points 10, 11, 12 and 13 will be available at the same time as the notice is published on Latour’s website www.latour.se.

Shareholders wishing to partake of these documents can collect these on the company’s office at J A Wettergrens gata 7, 421 30 Västra Frölunda, or notify the company thereof and the material will be sent via mail or e-mail.

Shareholders’ right to information
The shareholders are hereby informed of their right to request information at the Annual General Meeting from the Board of Directors and CEO regarding circumstances that may influence assessments of points on the agenda, the financial situation of Group companies and the company’s relationship to another Group company. This information will be given as long as it is not considered harmful to the company.

Personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Program Annual General Meeting
4:30 p.m. The premises for the Annual General Meeting are opened
5:00 p.m. Annual General Meeting begins

Refreshments will be served after the Annual General Meeting
Please state at time of notification whether you wish to stay on the refreshments or not.

Göteborg, April, 2023
Investment AB Latour (publ)
Board of Directors

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