Notification of the Annual General Meeting of MQ Holding AB (publ)
MQ Holding AB (publ), Corporate Registration Number 556697-2211, invites you to attend the Annual General Meeting on Wednesday, 24 January 2018, at 2:00 p.m. in the company’s premises at Sankt Eriksgatan 5, Gothenburg. The doors will open at 1:30 p.m.
NOTIFICATION, etc.
Shareholders wishing to participate in the Annual General Meeting must be registered as shareholders in the share register kept by Euroclear Sweden AB by Thursday, 18 January 2018 and must have notified their attendance to the company no later than Thursday, 18 January, preferably before 4:00 pm. A transcript of the entire share register will be available at the Annual General Meeting.
Notification of attendance at the Annual General Meeting can be made by post to MQ Holding AB (publ), Box 119 19, SE-404 39 Gothenburg or by telephone +46 (0)31-388 80 00 or e-mail to: stamma@mq.se. Name/business name, personal identification number/corporate registration number, address and telephone number must be stated in the notification as well as any advisors. No more than two advisors may attend. The company provides an application form on www.mq.se, and also a proxy form for shareholders wishing to be represented by proxy.
In order to obtain the right to participate in the AGM, shareholders who have their shares registered in the name of an authorised agent must temporarily re-register their shares in their own name. Such registration must be completed with Euroclear Sweden AB on Thursday 18 January 2018. Shareholders must instruct their nominee to effect such registrations well in advance of this date. Such registration may be temporary.
At the Annual General Meeting the following proposals will be made:
The Board of Directors proposes a dividend of SEK 1.75 per share and Friday, 26 January 2018 as the record day for distribution.
The Nomination Committee proposes that the number of Board members be seven. It is proposed to re-elect Claes-Göran Sylvén, Bengt Jaller, Arthur Engel, Annika Rost, Mernosh Saatchi, Michael Olsson and Anna Engebretsen. Claes-Göran Sylvén is proposed for re-election as Chairman of the Board. Bengt Jaller is proposed for re-election as Deputy Chairman.
The remuneration to the members of the Board of Directors is proposed to be SEK 1,680,000, of which SEK 420,000 to the Chairman and SEK 210,000 to each of the other Board members. Further, remuneration for Audit Committee work is proposed to be SEK 60,000 and SEK 80,000 for Remuneration Committee work. To the regular member of the Remuneration Committee is proposed to pay SEK 25,000 and SEK 35,000 to the Chairman of the Remuneration Committee. Furthermore, the Nomination Committee recommends that members of the Board appointed at the Annual General Meeting for three years acquire shares in MQ Holding corresponding to at least one Board fee.
The Board of Directors proposes that the Annual General Meeting decide on introducing a long-term bonus programme (long-term bonus programme 2018/2022) with primarily the following terms.
The bonus programme shall include the Executive Management Team comprises eight senior executives in the Company (CEO, Deputy CEO/CFO, HR Director, Assortment and Purchasing Manager, Sales Director MQ, Business Area Manager Joy, Online Shopping Director and Marketing Director). To receive a bonus, the following applies:
- the performance conditions outlined below must be met, and these will be assessed every financial year, and
- the senior executive must have been employed for the whole financial year being assessed, must still be in their position and must not have tendered their resignation when payment is made.
The maximum amount awarded as part of the bonus programme will be SEK 21 million, i.e. if all three of the stages outlined below are met before five financial years have passed, the bonus programme shall cease to apply. No holiday supplement or pension shall be added to the bonus amount, only social security contributions.
The performance conditions for senior executives shall be based on the Company’s sales and operating profit (EBITA) in accordance with IFRS regulations for each of the financial years 2017/2018, 2018/2019, 2019/2020, 2020/2021 and 2021/2022. Operating profit (EBITA) refers to earnings before taxes, financial items and amortisation and write-down (goodwill and brands), with adjustments for any extraordinary items.
The bonus programme consists of three stages as outlined below, whereby targets agreed on by the Board of Directors for sales and EBITA are assessed in three stages:
Stage 1
If the Company’s sales and EBITA for a financial year meet the conditions which the Board has set for Stage 1, a shared bonus totalling SEK 3 million shall be paid.
Stage 2
If the Company’s sales and EBITA for a financial year meet the conditions which the Board has set for Stage 2, a shared bonus totalling SEK 6 million shall be paid.
Stage 3
If the Company’s sales and EBITA for a financial year meet the conditions which the Board has set for Stage 3, a shared bonus totalling SEK 12 million shall be paid.
The bonus amounts are cumulative, which means that if the performance requirement in Stage 3 is achieved, Stages 1 and 2 have also been achieved, giving a total shared bonus of SEK 21 million. Payment shall be made once the annual financial statements have been reviewed and approved, and the criteria in one or more stages have been achieved.
The CEO’s maximum bonus amount shall be SEK 5.9 million. The Deputy CEO/CFO’s maximum bonus amount shall be SEK 3.7 million. The maximum bonus amount for each of the other senior executives in the Executive Management Team shall be SEK 1.9 million.
To receive a bonus amount, the senior executive must have been employed for the whole financial year being assessed, must still be in their position and must not have tendered their resignation when payment is made; this cannot happen until the annual financial statements have been reviewed by the Company’s auditors. The ambition is that the senior executive should buy shares in the Company for half the awarded bonus amount after tax. The relevant terms and conditions will be developed, and agreements will be reached with each senior executive.
The cost of the maximum bonus amount payable is SEK 21 million. The cost of social security contributions is estimated at approximately SEK 7 million, with an assumed percentage of 31 per cent. The total maximum cost for the Company relating to the bonus programme is therefore approximately SEK 28 million.
The complete notification can be found in the attached document, as well as on www.mq.se.
We look forward to seeing you there.
For further information, please contact:
Tony Siberg, Executive Vice President and CFO, telephone +46 (0) 736-84 41 60
Marie Rönnberg, Chief Accountant, telephone +46 (0) 707-49 45 41
MQ Holding AB owns and operates fashion stores under two business areas: MQ and Joy. MQ is today Sweden’s largest retailer of fashion brands. Through a select mix of proprietary and external brands, MQ offers high-fashion menswear and womenswear in attractive stores. Joy targets fashion-conscious women at midlife who desire excellent quality, fit and comfort. The two business areas currently comprise a total of 176 stores as well as online shopping. The MQ Holding share has been listed on Nasdaq Stockholm since 18 June 2010. For more information, please visit our website at www.mq.se.
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