Notice of Annual General Meeting of the Shareholders of Studsvik AB
Studsvik AB (publ), corporate identity number 556501-0997, gives notice to attend the Annual General Meeting of Shareholders on Wednesday June 23, 2021.
Under a temporary Act (2020:198) that aims to reduce the risk of spreading infection, the general meeting will be held without any physical meeting and consequently it is not possible for shareholders to attend in person or through a proxy. Instead, shareholders can exercise their voting rights by sending their votes for the meeting in advance through postal voting.
Registration and notification of attendance
Shareholders who wish to participate in the Annual General Meeting must
- be registered in the share register kept by Euroclear Sweden AB by Tuesday, June 15, 2021, or, if the shares are nominee-registered, must request that the nominee registers the shares for voting rights in time for the registration to be effected by Thursday, June 17, 2021 at the latest
- and send in their votes via a digital postal voting form available from the company’s website, www.studsvik.com, by Tuesday June 22, 2021 at the latest. No separate notification of attendance is necessary, as a submitted postal voting form is considered as notification.
The service for digital postal voting is provided by Poströsta.se (www.postrosta.se) and shareholders with questions about the postal voting form can contact support@postrosta.se for help.
Nominee-registered holdings
To participate in the Annual General Meeting, shareholders with nominee-registered shares must have the shares temporarily re-registered in their own name as at the record date, June 15, 2021 and the bank/nominee should be contacted in good time before this date. The nominee has the possibility of effecting voting rights registration retroactively, though no later than by June 17, 2021 to be taken into consideration in the compilation of the general meeting register of shareholders.
Proxies and powers of attorney
Shareholders who vote by post through a proxy must issue a dated and signed power of attorney, to be attached to the digital postal voting form together with the certificate of registration for shareholders that are legal entities. The power of attorney may not be older than one year unless it specifies that it is valid for a longer period, though no more than five years. A proxy form is available on the company’s website, www.studsvik.se.
Information about decisions taken will be published on the day of the meeting as soon as the outcome of the postal voting is compiled.
On the postal voting form shareholders can request that decisions on one or more of the items on the proposed agenda be postponed until a “continued general meeting” is held, which may not be conducted solely through postal voting. Such a continued general meeting must be held if the general meeting so resolves or if owners of at least one tenth of all shares in the company so request.
Agenda
- Election of chair of the meeting.
- Drawing up and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Consideration whether the Annual General Meeting has been properly convened.
- Presentation of the annual accounts and auditor’s report and the consolidated accounts and auditor’s report for the Group.
- Resolution on the adoption of the income statement and balance sheet and the consolidated accounts and consolidated balance sheet.
- Resolution on appropriation of the company’s profit according to the adopted balance sheet.
- Resolution on discharge from liability of the members of the Board of Directors and the President.
- Determination of the number of members of the Board of Directors.
- Determination of the remuneration to the Board of Directors and the auditors.
- Election of the Board of Directors.
- Election of auditors and any alternate auditors.
- Resolution on the Nomination Committee for the next Annual General Meeting.
- Resolution on approval of the remuneration report.
- Close of the Annual General Meeting.
Proposed resolutions
A Nomination Committee consisting of Sven Ericsson (representative of the Karinen family and chair of the Nomination Committee), Jan Barchan (Briban Invest AB), Peter Gyllenhammar (Peter Gyllenhammar AB) and Anders Ullberg (Chair of the Board of Studsvik) prepared the proposals for points 1, 10, 11, 12, 13 and 14. The Board of Directors prepared the proposals for items 4, 8 and 15.
Item 1
The Nomination Committee proposes that Anders Ullberg be elected to chair the meeting or, if he is prevented from attending, the person assigned by the Board.
Item 2
The voting list proposed for approval is the voting list prepared by Poströsta.se on behalf of the company, based on the general meeting register of shareholders and postal votes received, checked and approved by the verifiers.
Item 4
The Board of Directors proposes that Carina Heilborn (who represents Peter Gyllenhammar AB) and Thomas Samuelsson, or if either or both of them are prevented from attending, the person or persons assigned by the Board, as verifiers of the minutes of the general meeting. The task of the verifiers also includes checking the voting list and that postal votes received are correctly reported in the minutes of the general meeting.
Item 8
The Board of Directors proposes to the Annual General Meeting that dividend of SEK 1 per share be distributed for the 2020 financial year and that Monday, June 28, 2021 be the record date for the dividend and that the remaining profit at the disposal of the Annual General Meeting be carried forward.
Item 10
The Nomination Committee proposes that the number of Board members elected by the general meeting of shareholders shall be five.
Item 11
The Nomination Committee proposes that the fees to the Board members elected by the General Meeting of Shareholders remain unchanged and be paid in the following amounts:
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- SEK 650,000 to the Chair of the Board
- SEK 225,000 each to the other members of the Board
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The Nomination Committee further proposes that the fees to the members of the Audit Committee remain unchanged and be paid in the following amounts:
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- SEK 150,000 to the chair of the Committee
- SEK 75,000 each for other members of the Committee
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The Nomination Committee further proposes that, as before, no fee be payable for work in the Remuneration Committee and that auditors’ fees shall be payable in accordance with an approved invoice.
Item 12
The Nomination Committee proposes re-election of Jan Barchan, Anna Karinen, Agneta Nestenborg and Anders Ullberg, and election of Erik Strömqvist as Chair of the Board. Peter Gossas has declined re-election.
Item 13
The Nomination Committee, with the assistance of the Audit Committee, has conducted a competitive tender procurement and proposes the election of the registered public accounting firm KPMG AB as the company’s auditor until the close of the 2022 Annual General Meeting.
Item 14
The Nomination Committee proposes that the Meeting resolve to appoint a new Nomination Committee ahead of the Annual General Meeting in 2022, consisting of the members Jan Barchan (Briban Invest AB), Sven Ericsson (Karinen family), Peter Gyllenhammar (Peter Gyllenhammar AB) and Anders Ullberg (Chair of the Board).
The proposal is based on the instruction approved by the 2010 Annual General Meeting for appointing members of the Nomination Committee. The Nomination Committee has not found any reason to propose any change to the instruction applicable to the Nomination Committee, which consequently will continue to apply until otherwise resolved by a general meeting of shareholders.
Item 15
The Board of Directors proposes that the guidelines for remuneration to senior management adopted by the Annual General Meeting on June 23, 2020 should continue to apply.
The Board of Directors proposes that the Annual General Meeting approve the Board’s report on remuneration prepared in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in connection with the general meeting, see Euroclear Sweden AB’s privacy policies that are available on their website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Documents
Complete resolution proposals, accounting documents, auditor’s report, remuneration report and other documents for the Annual General Meeting will be available at the company’s office and on the company’s website, www.studsvik.se no later than Tuesday, May 25, 2021. The documents will be sent without charge to the shareholders that specifically request them and that provide their postal address.
The general meeting register of shareholders will be made available at the company’s office.
Please contact the company by post at Studsvik AB (publ), Annual General Meeting, SE 611 82 Nyköping or email at studsvik@studsvik.com to receive a postal voting form or proxy form by post.
Shares and votes
There are 8,218,611 shares in the company with one vote each. The company has no holding of own shares.
Questions and information
Shareholders are welcome to put questions and request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act. This can be done in writing addressed to Studsvik AB, Annual General Meeting, SE 611 82 Nyköping or by email studsvik@studsvik.com. Requests for information must have been received by Sunday, June 13, 2021 at the latest. Information is provided by being made available at the company and on the company’s website, www.studsvik.com, no later than Friday, June 18, 2021. The information will also be sent within the same period to the shareholders who have requested it and provided their address.
Nyköping, May 2021
STUDSVIK AB
Board of Directors
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For more information please contact:
Camilla Hoflund, President and CEO, +46 155 22 10 66
Further information regarding the Annual General Meeting at www.studsvik.com