Notice of the Annual General Meeting in LEAX Group AB (publ)
The shareholders in LEAX Group AB (publ), reg. no 556658–4479, are hereby given notice to the Annual General Meeting on Thursday 13 June 2024 at 10:00 at the company’s premises at Nya Hamnvägen 4, SE-731 36 Köping.
EXERCISE OF VOTING RIGHTS
Those who wish to exercise their voting rights at the Annual General Meeting must:
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday 4 June 2024 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in their own name for voting purposes in such time that the registration is completed no later than Friday 7 June 2024; and
- give notice of attendance to the company in accordance with the instructions set out in the section “Notice of attendance for participating in person or through a proxy” no later than Friday 7 June 2024.
NUMBER OF SHARES AND VOTES
The total number of registered shares in the company as of the date of the notice amounts to 20,755,126 shares, of which 12,593,750 are ordinary shares, corresponding to 125,937,500 votes, and 8,161,376 are preference shares, corresponding to 8,161,376 votes, whereby the total number of votes amounts to 134,098,876 votes. The company holds no own shares.
NOTICE OF ATTENDANCE FOR PARTICIPATING IN PERSON OR THORUGH A PROXY
The notice of attendance shall state name or business name, personal identification number or corporate identification number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).
Those who do not wish to attend the general meeting in person may exercise their voting rights at the general meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.
Notice of attendance, proxy forms, certificates of registration and other documents of authority should be submitted to the company at Nya Hamnvägen 4, SE-731 36 Köping (mark the envelope with “AGM”) no later than Friday 7 June 2024. Such documents may also be submitted electronically via e-mail to jonas.lundberg@leax.com.
Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the meeting through a proxy. A submitted proxy form does not count as a notice of attendance.
Template proxy forms are available on the company’s website, www.leax.com.
PROPOSED AGENDA
1. Election of the chairman of the meeting
2. Preparation and approval of the voting register
3. Election of one or two persons to attest the minutes
4. Determination of whether the meeting has been duly convened
5. Approval of the agenda
6. Decision on new articles of association
7. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report over the consolidated
financial statements for the financial year 2023
8. Resolution on:
(a) adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
(b) the allocation of the company’s profit in accordance with the adopted balance sheet
(c) discharge from liability for members of the Board of Directors and the CEO
9. Determination of the number of Board members and auditors
10. Determination of remuneration for the Board of directors and auditor
11. Election of:
(a) Board members and Chairman of the Board
(b) auditor
12. Remuneration report
13. Resolution on guidelines for remuneration to the senior management
14. Resolution on appointment of members of the nomination committee and adoption of the instruction to the nomination committee
15. Closing of the meeting
ITEM 1: ELECTION OF THE CHAIRMAN OF THE MEETING
The nomination committee proposes that Lars Davidsson is elected as chairman of the meeting.
ITEM 6: DECISION ON NEW ARTICLES OF ASSOCIATION
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association, whereby § 7b regarding dividend for preference shares is proposed to be amended to the following wording:
for the time from and including the date falling 18 months after the day that the initial issue of preference shares in the company was resolved upon by the general meeting of shareholders, SEK 3 per share (each such dividend pursuant to items (a) and (b), a “Preferential Distribution”).
The current wording is as follows:
for the time from and including the date falling 18 months after the day that the initial issue of preference shares in the company was resolved upon by the general meeting of shareholders, an amount per share equal to the sum of (i) SEK 3 and (ii) an amount, through not more than SEK 2, equal to the interest component of 3 months STIBOR calculated based on the actual number of days in relation to 360 days, or such base rate replacing STIBOR in accordance with the principles of Fallbackvillkor för företagsobligationer (Eng. IBOR Fall back terms for corporate bonds) published by the Swedish Securities Markets Association, read as of the first Monday in February that is not a banking holiday, multiplied with SEK 50 (each such dividend pursuant to items (a) and (b), a “Preferential Distribution”).
ITEM 8 B: RESOLUTION ON THE ALLOCATION OF THE COMPANY’S PROFIT IN ACCORDANCE WITH THE ADOPTED BALANCE SHEET
The Board of Directors proposes to the Annual General Meeting that the company's profit be appropriated in accordance with the Board's proposal in the annual report. The Board of Directors issues the following statement on the distribution of profits:
The Board of Directors has proposed that the Annual General Meeting 2024 resolve on the appropriation of profits for the financial year 2023, which means that a dividend of SEK 2.87 per share will be paid to the preference shareholders. The profit distribution thus totals SEK 23,423,149. The proposed dividend to preference shareholders is conditional on a bridge loan of SEK 30-50 million being obtained. The Board of Directors believes that there is a high probability that the company will receive said bridge loan.
The record date for the dividend is 28 June 2024.
The company's equity has been calculated in accordance with Swedish law and the Swedish Accounting Standards Board's statement. The Board of Directors finds that there is full coverage for the company's restricted equity after the proposed dividend.
The Board thus finds that the proposed dividend to the shareholders is justifiable in view of the parameters (the nature, scope and risks of the business and the need for consolidation, liquidity and position in general) set out in Chapter 17, Section 3, second and third paragraphs, of the Swedish Companies Act.
ITEM 9: DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND AUDITORS
The nomination committee proposes that the number of Board members to be elected by the Annual General Meeting shall be five without deputies. The nomination committee further proposes that the company shall have one auditor without deputy auditors.
ITEM 10: DETERMINATION OF REMUNERATION TO THE BOARD OF DIRECTORS AND AUDITOR
The nomination committee proposes the following remuneration for the Board members for the period until the next Annual General Meeting. Remuneration of SEK 140,000 shall be paid to each Board member and SEK 280,000 to the Chairman of the Board. Remuneration of SEK 65,000 shall be paid to the chairman of the audit committee and SEK 35,000 shall be paid to the other members of the audit committee and SEK 10,000 shall be paid to the members of the remuneration committee, other than the chairman of the remuneration committee.
The Nomination Committee proposes that remuneration to the auditors be paid according to approved invoice.
ITEM 11 A: ELECTION OF BOARD MEMBERS AND CHAIRMAN OF THE BOARD
The nomination committee proposes election of the following persons as Board members and Chairman of the Board until the end of the next annual meeting:
(a) Lars Davidsson (Chairman), (re-election)
(b) Jessica Alenius (re-election)
(c) Jonas Lundgren (re-election)
(d) Lina Ankargren (re-election)
(e) Angelica Hanson (election)
Lars Wrebo has declined re-election. Roger Berggren declines re-election as he has taken up the position as President and CEO of LEAX Group.
ITEM 11 B: ELECTION OF AUDITOR
The nomination committee proposes, after consultation with, and on the proposal by, the audit committee, that Grant Thornton Sweden AB is re-elected as auditor until the end of the Annual General Meeting 2025.
Grant Thornton Sweden AB has informed that the company’s current auditor in charge, the authorized public accountant Joakim Söderin, will continue as the auditor in charge if the Annual General Meeting re-elects Grant Thornton Sweden AB as auditor.
ITEM 12: REMUNERATION REPORT
The Board proposes that the Annual General Meeting resolves to approve the Board’s remuneration report.
ITEM 13: RESOLUTION ON GUIDELINES FOR REMUNERATION TO THE SENIOR MANAGEMENT
The Board proposes that the Annual General Meeting resolves to adopt the guidelines for remuneration to the senior management in LEAX Group AB (the “Company”) presented below. The resolution will be applied until further notice and be updated when there is a need for material changes to the guidelines, however at least every four years.
Background
These guidelines apply to remuneration to senior executives in the Company. For the purposes of these guidelines, senior executives include the CEO, the deputy CEO (if applicable), and certain other executives who, from time to time, directly report to the CEO. Currently, the Company’s senior executives comprise of the CEO, the CFO, the CTO, the Executive Vice President of Nordics/ South America and the Executive Vice President of BU/ International.
These guidelines do not apply to any remuneration resolved upon or approved by the general meeting and are only applicable to remuneration agreed, and amendments to remuneration already agreed or is being executed, after the adoption of these guidelines and provided that they have entered into force.
Purpose and general principles for remuneration
These guidelines constitute a frame for which remuneration may be decided by the remuneration committee during the period of time for which the guidelines are in force.
The Company’s remuneration principles shall be ensure sustainable remuneration decisions that support the Company’s business strategy, long-term interests and sustainable business practices as a producer of advanced components to commercial vehicles. Salaries and other employment terms shall enable the Company to retain and recruit skilled senior executives at a reasonable cost.
In the preparation of these guidelines and in the assessment of their reasonableness, the employees’ total remuneration, the components of their remuneration and their employment conditions in general as well as other circumstances has been taken into account.
Remuneration for senior executives must be duly adjusted to comply with any local mandatory rules in the jurisdiction of their employment and may be duly adjusted to comply with established local practice, taking into account, to the extent possible, the overall purpose of the guidelines.
What the compensation consists of
The remuneration to the senior executives covered by these guidelines may consist of fixed cash salary, variable cash salary, pension and non-financial benefits. In addition hereto, the general meeting may decide on share-based long-term incentive programs in which senior executives can participate.
Principles for fixed remuneration
The fixed cash salary shall be in line with market conditions, be competitive, and shall take into account the scope and responsibility associated with the position, as well as the skills, experience and performance of each senior executive.
Principles for variable remuneration
Variable cash salary (i.e., cash bonuses) shall be based on a set of predetermined and measurable performance criteria that reflect the key drivers for pursuing the Company’s business strategy, long-term interests and sustainable business practices. Such performance criteria shall consist of key performance indicators both for the Company’s overall and financial performance as well as individual performance. To which extent the criteria for awarding variable cash salary have been satisfied shall be determined when the relevant measurement period of the performance criteria has ended. Such variable cash salary shall be evaluated and documented on an annual basis.
Variable cash remuneration may amount to a maximum of 75 per cent of the fixed annual cash salary (i.e., yearly compensation in cash excluding pensions, benefits and the like) for the CEO and 33 - 50 per cent of the fixed annual cash salary for the other senior executives.
Principles for pension benefits
Pension benefits shall be based on local practices and applicable law. Any deviations to local common practice in pensions are to be separately approved by the remuneration committee and documented in its report to the Board of directors. Pension benefits may not amount to more than 20 per cent of the fixed annual cash salary (i.e., yearly compensation in cash excluding pensions, benefits and the like) of each senior executive, provided that mandatory provisions of applicable laws do not require a higher pension provision.
Principles for non-financial benefits
Non-financial benefits shall be based on market terms and shall facilitate the duties of senior executives. The aim of the Company is to have sufficiently competitive salary and equity programs and minimise additional non-financial benefits. Any non-financial benefits, beyond what is offered to the entire workforce of the Company, shall be reviewed and approved by the remuneration committee. Premiums and other costs related to non-financial benefits may not exceed 20 per cent of the fixed annual cash salary of each senior executive.
Long-term share-based incentive programs
Remuneration resolved upon or approved by the general meeting is not covered by these guidelines. Accordingly, these guidelines do not apply to, for example, share-based long-term incentive programs resolved upon or approved by the general meeting. However, as a principle, it is the aim of the Board of directors to propose such programs to the Annual General Meeting each year, as attractive share-based long-term incentive programs form a critical part of the total compensation for senior executives and will allow the Company to retain and hire the talent it needs for further growth.
Preparation and review of these guidelines
These guidelines have been prepared by the Company’s remuneration committee. The remuneration committee shall have a preparatory function, in relation to the Board of directors, in respect of principles for remuneration and other terms of employment regarding the senior executives. With the recommendation of the remuneration committee as the basis, when the need arises for significant changes in the guidelines, but at least every fourth year, the Board of directors shall prepare a proposal for guidelines for resolution by the Annual General Meeting. The Annual General Meeting shall decide on such proposals. Resolved guidelines may also be amended by way of resolution by general meetings other than Annual General Meetings.
Within the scope and on the basis of these guidelines, the Board of directors shall, based on the remuneration committee’s preparation and recommendations, annually decide on specific revised remuneration terms for each senior executive and make such other resolutions in respect of remuneration for senior executives that may be required.
The majority of the members of the remuneration committee are independent in relation to the Company and the senior executives. The CEO and the other senior executives do not participate in the Board of directors’ handling of and resolutions regarding remuneration-related matters if they are affected by such matters.
Termination of employment
Upon termination of an employment by the Company or the senior executive, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay (if any) may not together exceed an amount corresponding to the fixed annual cash salary for two years.
Principles for deviations from the guidelines
The Board of Directors may resolve to deviate from the guidelines, in whole or in part, if the Board of directors, in an individual case, is of the opinion that there are specific circumstances justifying a deviation and a deviation is necessary in order to serve the company’s long-term interests and sustainability or to ensure the company’s financial viability.
ITEM 14: RESOLUTION ON APPOINTMENT OF MEMBERS OF THE NOMINATION COMMITTEE AND ADOPTION OF THE INSTRUCTION TO THE NOMINATION COMMITTEE
Shareholders who at the time of the notice of the Annual General Meeting, together represent approximately 89 per cent. of the total number of votes in the company, proposes that the Annual General Meeting resolves to (i) appoint, in addition to the Chairman of the Board, Peter Seger, Anders Oscarsson and Christian Krüeger as members of the company's nomination committee and (ii) adopt the instructions to the nomination committee presented below. The instruction shall apply until further notice.
Principles for the appointment of the nomination committee
The nomination committee shall prior to the Annual General Meeting be composed of (i) representatives of the three largest shareholders of the company in terms of votes, who are registered in the share register maintained by Euroclear Sweden AB as of the last trading day in August each year, and (ii) the chair of the Board of directors, who shall also convene the nomination committee to its first meeting. The nomination committee shall meet the requirements of composition set out in the Swedish Code of Corporate Governance (the “Code”). If the larger shareholders who have the right to appoint members of the nomination committee wish to appoint persons with the consequence that the requirements of composition provided in the Code are not met, the first choice of the larger shareholder shall have precedence over a smaller shareholder. At the appointment of a new member, the shareholder who shall appoint the new member shall consider the composition of the current nomination committee.
Should any of the three largest shareholders abstain from their right to appoint a member of the nomination committee, the right to appoint a member shall pass to the next shareholder in line that does not already have the right to appoint a member of the nomination committee. However, the procedure shall only continue until the earlier of (i) five additional shareholders have been asked or (ii) the nomination committee is complete.
The name of the members and the shareholders they represent shall normally be made public on the company’s website at the latest six months prior to the Annual General Meeting.
At this convening, the nomination committee shall appoint a chair amongst its members. The mandate period of the nomination committee shall extend until the next nomination committee is appointed. Changes in the composition of the nomination committee shall be made public on the website of the company as soon as they have occurred.
If a change in the company’s ownership structure occurs after the last trading day in August but before the date which occurs three months ahead of the forthcoming Annual General Meeting, and if a shareholder that after this change has become one of the three largest shareholders in terms votes, who are registered in the share register of the company, makes a request to the chair of the nomination committee to be part of the nomination committee, the shareholder shall have the right, in the discretion of the nomination committee, either to appoint an additional member of the nomination committee or to appoint a member who shall replace the member appointed by the, after the changes in the ownership structure, smaller shareholder in terms of votes.
A shareholder who has appointed a member of the nomination committee has the right to dismiss the member and appoint a new member. If such an exchange takes place, the shareholder shall without delay give notice of this to the chair of the nomination committee (or, if it is the chair of the nomination committee who shall be exchanged, to the chair of the Board of directors). The notification shall contain the name of the dismissed member and the person who shall replace him as member of the nomination committee.
A member who prematurely resigns from its task shall give notice of this to the chair of the nomination committee (or, if it is the chair of the nomination committee who resigns, to the chair of the Board of directors). In such case, the nomination committee shall without delay call upon the shareholder who has appointed the member to appoint a new member. If a new member is not appointed by the shareholder, the nomination committee shall offer other larger shareholders with respect to votes, to appoint members of the nomination committee. Such offer shall be made in order of priority to the largest shareholders with respect to votes (that is, first to the largest shareholder with respect to votes who has not already appointed a member of the nomination committee or previously abstained from the right to do so, thereafter to the second largest shareholder with respect to votes who has not already appointed a member of the nomination committee or previously abstained from the right to do so etc.). The procedure shall continue until the earlier of (i) five additional shareholders have been asked or (ii) the nomination committee is complete.
No remuneration is to be paid to members of the nomination committee. The company shall, however, defray all reasonable expenses that are required for the work of the nomination committee.
Instruction for the nomination committee
The members of the nomination committee are to promote the common interests of all shareholders and to not reveal the content or details of nomination committee’s nominations discussions unduly. Each member of the nomination committee is to consider carefully whether there is any conflict of interest or other circumstance that makes membership of the nomination committee inappropriate before accepting the assignment.
The nomination committee shall fulfil the tasks set out in the Code and shall, when applicable, present proposals to an upcoming general meeting as regards:
(a) election of the chairman of the meeting;
(b) the number of directors elected by the general meeting;
(c) election of the chairman and members of the Board;
(d) the fees and other remuneration of elected members of the Board of directors and of the members of the committees of the Board of directors;
(e) election of the auditor(s);
(f) remuneration of the auditor(s);
(g) principles for the composition of the nomination committee; and
(h) any changes to the instructions to the nomination committee.
The nomination committee shall apply item 4.1 in the Code regarding diversity policy, whereby the nomination committee shall take into account that the Board of directors, with regard to the company’s operations, development stage and other conditions, shall have an appropriate composition, characterised by versatility and breadth in respect to the competence, experience and background of the members elected by the general meeting. Furthermore, the nomination committee shall work with the goal of achieving an even gender distribution on the Board of directors.
The nomination committee has the right, at the company’s expense, to engage external consultants whom the nomination committee considers necessary to fulfil its task.
SHAREHOLDERS’ RIGHT TO REQUEST 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, at the Annual General Meeting provide information on any circumstances that may affect the assessment of a matter on the agenda or any circumstances that may affect the assessment of the company’s or its subsidiaries’ financial position. Such duty also includes information on the company’s relation to another group company and the consolidated financial statements.
AVAILABLE DOCUMETS
Documents that pursuant to the Swedish Companies Act shall be made available prior to the annual general and the nomination committee’s complete proposals and motivated statement will be held available at the company at Nya Hamnvägen 4, SE-731 36 Köping, and on the company’s website, www. leax.com, at the latest three weeks before the general meeting. The documents will also be sent free of charge to shareholders who so request and inform the company of their address. Such a request may be sent to LEAX Group AB (publ), att. ”AGM”, Nya Hamnvägen 4, SE-731 36 Köping, or via e-mail to jonas.lundberg@leax.com.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the Annual General Meeting, see the privacy notice on Euroclear Sweden's website, https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_20181023.pdf.
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Köping May 2024
LEAX Group AB (publ)
The Board of directors
Roger Berggren, Group President and CEO
Telephone: +46 (0)70 655 99 71
E-mail: roger.berggren@leax.com
About LEAX
LEAX Group AB (publ) is the parent company of a group (“LEAX Group”) with about 1,100 employees. LEAX has operations in Köping, Falun and Falköping in Sweden, Riga and Rezekne in Latvia, Curitiba in Brazil, Detmold in Germany, Mezökövesd in Hungary and Wuxi in China. The Group designs, develops and industrializes advanced manufacturing solutions and superior products for global mobility and industrial markets. The Group had sales of SEK 2.2 billion in 2023.