Invitation to Annual General Meeting 2021
The shareholders of L E Lundbergföretagen AB (publ) are hereby invited to the Annual General Meeting Thursday April 15, 2021
In light of the risk of the spread of Covid-19, the Board of Directors (the ”Board”) has decided pursuant to temporary legislation that the Meeting will be conducted without physical presence, by shareholders exercising their voting rights only by postal voting. Information about the decisions made by the Meeting will be published on April 15, 2021, as soon as the outcome of the postal voting has been compiled.
REGISTRATION AND VOTING
A shareholder who wishes to participate in the Meeting, through postal voting must be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB regarding the conditions on Wednesday April 7, 2021 and give notice of intent to participate to the Company no later than on Wednesday April 14, 2021 by submitting its postal vote in accordance with the instructions below, so that the postal vote is received by L E Lundbergföretagen no later than Wednesday April 14, 2021.
Shareholders exercise their voting rights at the Meeting only by voting in advance using postal voting in accordance with Section 22 of the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for postal voting. The form, and a proxy form, is available at www.lundbergforetagen.se and will be sent by mail to the shareholders that asks for it. No separate registration is required; a completed and signed postal voting form is valid as notice to participate in the Meeting.
Completed and signed postal voting form must be received by Lundbergföretagen no later than on Wednesday April 14, 2021. The form can be sent by e-mail to firstname.lastname@example.org or by mail to Computershare AB, “L E Lundbergföretagens årsstämma 2021”, Box 5267, 102 46 Stockholm, Sweden. Shareholders who vote by post through a proxy must issue a written and dated power of attorney for the proxy signed by the shareholder. If the shareholder is a legal entity, a registration certificate or equivalent authorization documents must also be attached to the postal voting form.
Shareholders who are natural persons may sign the form electronically by verifying with BankID at www.lundbergforetagen.se. The electronic signing must be given at April 14, 2021 at latest.
Shareholders may not assign specific instructions or conditions to the postal vote; they are only to choose one of the options at each item. The postal voting form will be deemed to be invalid in its entirety if this happens.
The voting form, together with attached power of attorney and authorization documentation if needed, must be received by L E Lundbergföretagen no later than April 14, 2021. Votes that are received later will be ignored.
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 by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Wednesday April 7, 2021. Such re-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 a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Friday April 9, 2021, will be considered in the presentation of the share register.
1. Election of Chairman of the Meeting.
2. Election of one or two officers to verify the minutes.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of
a) the annual report and the auditors’ report, and the consolidated accounts and auditors’ report on the consolidated accounts.
b) the auditor’s statement on the level of compliance with the principles for remuneration of senior executives applicable since the preceding Annual General Meeting.
7. Motions concerning
a) adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet
b) discharge of the Board of Directors and the President from personal liability
c) the disposition to be made of the Company’s profit or loss as shown in the balance sheet adopted by the Meeting.
8. Determination of the number of members of the Board and deputies and determination of auditors and any deputy auditors to be elected by the Annual General Meeting.
9. Determination of the fees to be paid to the Board members and auditors.
10. Election of members of the Board, deputy Board members and Chairman of the Board.
11. Election of auditors and deputy auditors.
12. Motion regarding approval of remuneration report.
13. Motion on amendments to the Articles of Associations.
14. Motion to authorize the Board to acquire shares in the company.
ELECTION OF CHAIRMAN OF THE MEETING
(item 1 of the agenda)
Shareholders representing slightly more than 90% of the voting rights propose that Chairman of the Board Mats Guldbrand be elected Chairman of the meeting.
ELECTION OF ONE OR TWO OFFICERS TO VERIFY THE MINUTES
(item 2 of the agenda)
The Board propose Carina Silberg, Alecta and Erik Brändström, Spiltan Fonder be appointed persons to verify the minutes, or in event one or both are prevented from doing so, the person or persons the Board appoints instead. The persons appointed to verify the minutes shall, apart from approving the minutes of the meeting, check the voting list and that the result of received votes are correctly reflected in the minutes of the Meeting.
PREPARATION AND APPROVAL OF THE VOTING LIST
(item 3 of the agenda)
The voting list that is proposed for approval is the voting list prepared by Computershare AB on behalf of the company, based on the shareholders register for the Meeting and postal votes received, and approved by the persons appointed to verify the minutes.
(item 7c of the agenda)
The Board proposes that the Annual General Meeting resolve on payment of dividend of SEK 3.50 per share. The board proposes Monday April 19, 2021 as the record day. If the Meeting votes in favour of the motion, the dividend is expected to be issued by Euroclear Sweden AB April 22, 2021.
ELECTION OF MEMBERS OF THE BOARD, CHAIRMAN OF THE BOARD, AUDITORS AND DETERMINATION OF FEES
(items 8, 9, 10 and 11 of the agenda)
Shareholders representing slightly more than 90% of the voting rights propose the following.
The number of members of the Board of Directors shall be nine without deputies. It is proposed that Carl Bennet, Lilian Fossum Biner, Mats Guldbrand, Louise Lindh, Fredrik Lundberg, Katarina Martinson, Sten Peterson, Lars Pettersson and Bo Selling be re-elected as Board Members. It is proposed that Mats Guldbrand be re-elected Chairman of the Board.
Rule 4.1 of the Swedish Corporate Governance Code has been applied as the company’s diversity policy, which entails that the Board of Directors is to have a composition appropriate to the company’s operations, phase of development and other relevant circumstances, that the Board members elected by the Annual General Meeting are to exhibit diversity and a breadth of qualifications, experience and background, and that the company is to strive to achieve a balanced gender distribution.
Director fees will be paid in a total amount of SEK 2,900,000, of which SEK 870,000 will be paid to the Chairman of the Board and SEK 290,000 to each of the other Members of the Board elected by the Annual General Meeting, except for the President.
The Board propose that the company have a registered public accounting firm as its auditor, that the accounting firm PWC, PricewaterhouseCoopers AB be elected as the new auditor for a period of one year, meaning for the period ending with the Annual General Meeting 2022, and that auditor fees be paid on current account. Shareholders representing just over 90% of the voting rights have informed the company that they support the Board’s proposal.
The Board recommend at first election of PricewaterhouseCoopers AB and in second election of Ernst & Young AB. By the following reasons the Board at first recommends election of PricewaterhouseCoopers AB. PricewaterhouseCoopers AB have fulfilled the most important of the assessment criteria in the tender process, such as level of fee, composition of team, participation, competence and in the best way offered a fee that relative to the scope is competitive.
BOARD OF DIRECTORS’ MOTION CONCERNING GUIDELINES FOR EXECUTIVE REMUNERATION
(item 12 of the agenda)
The Board proposes that the Meeting resolves to approve the Board’s report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(item 13 of the agenda)
The Board proposes that the Meeting resolves to amend the Articles of Association. A new section is proposed to be inserted in the Articles of Association section 7, allowing the Board to decide that the shareholders shall be entitled to exercise their voting rights by post before the General Meeting.
Further the Board proposes the following minor changes in section 1, 7 and 10, to adjust the Articles of Associations to implemented law changes. The Board proposes the Chief Executive Officer to make the minor adjustments that may prove necessary in connection with the registration of the Articles of Association to the Swedish Companies Registration Office.
The proposal from the Board means that section 1 is changed from “The registered name of the Company is L E Lundbergföretagen Aktiebolag (publ).” to “The business name of the Company is L E Lundbergföretagen Aktiebolag (publ).”
The proposal from the Board means section 7, fifth sentence changes from “To be entitled to participate in the business of a General Meeting, shareholders shall, firstly, be registered in the transcript or other presentation of the share register pertaining to the conditions prevailing five days prior to the Meeting and, secondly, notify the Company of their intention to attend the Meeting not later than the day stipulated in the official notice of the General Meeting.” to ”To be entitled to participate in the business of a General Meeting, shareholders shall notify their intention to the Company not later than on the day stipulated in the notice convening the General meeting.”
Further, the proposal from the Board stipulate a new section in the end of section 7 “The Board may before a General Meeting decide that the shareholders will be able to exercise their voting rights in advance (postal voting) pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish companies Act (2005:551).
Finally, the proposal from the Board means that section 10 is changed from “The Company is a SCD (central securities depository) company in accordance with the Financial Instruments Act (1998:1479)” to “The Company’s shares shall be registered in a Central Securities Depositary Register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479)”.
The Meeting’s resolution according to the Board’s motion under item 13 on the agenda requires that shareholders representing at least two-thirds of the votes cast as well as the shares represented at the Meeting approve the resolution.
THE BOARD OF DIRECTORS’ MOTION CONCERNING AUTHORIZATION OF THE BOARD TO ACQUIRE TREASURY SHARES IN THE COMPANY
(item 14 of the agenda)
The Board of Directors’ motion entails that the Board be authorized during the period up to the close of the following Annual General Meeting to acquire Series B treasury shares subject to the restriction that the holding may not at any time exceed 10% of all of the shares in the Company. Such share acquisitions must take place on NASDAQ Stockholm at the share price applicable on the acquisition date. The aim of any buy-backs will be to enable to the Board to adjust the Company’s capital structure during the period up to the next Annual General Meeting.
In order for this resolution to be valid, it must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
The annual report, auditors’ report and the auditors’ statement concerning compliance with the principles for the remuneration of senior executives, the Board’s reasoned statement for motions under items 7c and 14 will be available from the Company and on the Company’s website www.lundbergforetagen.se not later than Wednesday March 11, 2021.
The Company’s share ledger will be kept available at L E Lundbergföretagen AB (publ), Olai Kyrkogata 40, Norrköping, Sweden.
The documents will be sent to shareholders who so request and state their address.
TOTAL NUMBER OF SHARES AND VOTES
The total number of shares in the Company is 248,000,000, of which 96,000,000 are Series A shares and 152,000,000 are Series B shares. Series A shares carry ten votes and Series B shares carry one vote. The total number of voting rights in the Company is 1,112,000,000. No shares are held in treasury by the Company.
INFORMATION BEFORE THE GENERAL MEETING
The Board and the CEO shall, should any shareholder so request and provided that the Board is of the opinion that this can occur without significant damage to the company, provide disclosures regarding conditions that could impact upon the evaluation of a motion on the agenda, conditions that could impact on the evaluation for the Company’s or Subsidiary’s financial situation, and the Company’s relationship to other Group companies. Request for information can be sent to L E Lundbergföretagen AB (publ) until Monday April 5, 2021 in one of the following ways:
Regular mail: L E Lundbergföretagen AB (publ), ”Årsstämma 2021”, 601 85 Norrköping, Sweden
The Shareholder should state their e-mail address and telephone number. Requests of such information must be submitted in writing to the Company no later than Monday April 5, 2021. The information is provided Saturday April 10, 2021 at latest by being kept available at the Company, L E Lundbergföretagen AB (publ), Olai Kyrkogata 40, Norrköping, Sweden, and on the Company’s website www.lundbergforetagen.se, and will be sent to shareholders having requested it and stated their address.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the Annual General meeting, visit https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_final_30112020.pdf
L E Lundbergföretagen Aktiebolag (publ) (corporate registration number 556056-8817, with registered office in the municipality of Stockholm) is the controller of the processing of personal data in connection with the Annual General Meeting.
Stockholm, February 2021
BOARD OF DIRECTORS
L E Lundbergföretagen AB+46 8-463 06 email@example.com