Welcome to the Annual General Meeting of Studsvik AB
Studsvik AB (publ), corporate identity number 556501-0997, gives notice to attend the Annual General Meeting to be held on Monday, April 24, 2023, at 16.00 at the World Trade Center, Klarabergsviadukten 70/Kungsbron 1 in Stockholm. Registration for the Annual General Meeting starts at 15.00.
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 Friday, April 14, 2023, and
- give notification to the company by Wednesday, April 19, 2023, at the latest. Notification of attendance can be given on the company’s website, www.studsvik.se; by telephone, +46 155 22 16 42; by fax, +46 155 26 30 70 or by email, studsvik@studsvik.com. Notification can also be given in writing to Studsvik AB, Annual General Meeting, SE 611 82 Nyköping. The notification must state name or business name, personal identity number or corporate identity number, address, telephone number and the number of advisors where relevant.
Nominee-registered holdings
Apart from giving notification of attendance, to be entitled to participate in the Annual General Meeting shareholders with nominee-registered holdings must apply to the bank or other nominee for temporary re-registration in their own name in the share register a couple of banking days before Wednesday, April 19, 2023. The shareholder must inform the nominee in good time before that date.
Power of attorney
Shareholders who have appointed a proxy must issue a power of attorney to the proxy. If the issuer of the power of attorney is a legal person, a copy of the certificate of registration (or equivalent document of authorization if there is no certificate of registration) must be attached. To facilitate registration for the Annual General Meeting the original power of attorney and, where relevant, documents of authorization, should be received by the company under the address given above by Wednesday, April 19, 2023. A power of attorney form is available on the company’s website, www.studsvik.se. The form is also sent to shareholders who request it from the company by telephone +46 155 22 16 42.
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.
- Report on the work of the Board and the work of the Remuneration Committee and Audit Committee.
- Address by the President.
- Report on the audit work in 2022.
- Resolution on adoption of the income statement and balance sheet as well as the consolidated income statement 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.
- Report on the work and proposals of the Nomination Committee.
- Determination of the number of members of the Board of Directors.
- Determination of fees to the Board of Directors and 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 Jan Barchan (Briban Invest AB and chair of the Nomination Committee), Peter Gyllenhammar (Peter Gyllenhammar AB), Martin Serse (representative of the Karinen family) and Anders Ullberg (Chair of the Board of Studsvik) prepared the proposals for points 1, 14, 15, 16, 17 and 18. The Board of Directors prepared the proposals for items 11 and 19.
Item 1
The Nomination Committee proposes that the Chair of the Board of Studsvik, Anders Ullberg, be elected as chair of the meeting.
Item 11
The Board of Directors proposes to the Annual General Meeting that dividend of SEK 2 per share be distributed for the 2022 financial year and that Wednesday, April 26, 2023 be the record date for the dividend and that the remaining profit at the disposal of the Annual General Meeting be carried forward.
Item 14
The Nomination Committee proposes that the number of Board members elected by the general meeting of shareholders shall be five.
Item 15
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 members of the Audit Committee shall 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 16
The Nomination Committee proposes re-election of Jan Barchan, Jan Bardell, Anna Karinen, Agneta Nestenborg and Erik Strömqvist and that Jan Bardell be appointed as Chair of the Board.
Item 17
The Nomination Committee proposes re-election of the registered public accounting firm KPMG AB as auditor of the company until the close of the Annual General Meeting in 2024.
Item 18
The Nomination Committee proposes that the Meeting resolves to appoint a new Nomination Committee ahead of the Annual General Meeting in 2023, consisting of the members Jan Barchan (Briban Invest), Martin Serse (the Karinen family), Peter Gyllenhammar (Peter Gyllenhammar AB) and Jan Bardell (Chair of the Board of Studsvik).
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 continues to apply until otherwise resolved by a general meeting of shareholders.
Item 19
The Board of Directors proposes that the guidelines for remuneration to senior management adopted by the Annual General Meeting on April 26, 2022, 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.
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Documents
The annual accounts and auditor’s report as well as the auditor’s opinion concerning compliance with the guidelines of the Annual General Meeting on remuneration to senior management will be available at the company’s head office in Studsvik, Nyköping, and on the company’s website, www.studsvik.se no later than on March 21, 2023.
Copies of these documents will be sent to shareholders who request them from the company and who supply their postal address. The documents will also be available at the Annual General Meeting.
Shares and votes
There are 8,218,611 shares in the company with one vote each. The company has no holding of own shares.
Information at the Annual General Meeting
The Board of Directors and the President shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other group companies.
Questions
Shareholders are welcome to put questions during the Annual General Meeting. To facilitate responses to questions intended to be put at the Annual General Meeting the questions should preferably be submitted in advance to the company and addressed to Studsvik AB, Annual General Meeting, SE 611 82 Nyköping or by email to studsvik@studsvik.com.
Nyköping, March 2023
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