Shareholders of
The Board of Directors has resolved that the shareholders may also exercise their voting rights at the Annual General Meeting by postal voting in accordance with the provisions of Acast’s Articles of Association.
Right to participate
Shareholders who wish to participate in the Annual General Meeting, shall be listed in the shareholders’ register maintained by
Shareholders who wish to use the possibility of postal voting shall do that in accordance with the instructions under the heading “Postal voting” below. Such postal voting does not require any further notice of attendance.
Nominee-registered shares
To be entitled to attend the Annual General Meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the Annual General Meeting, register such shares in their own names so that the shareholder is recorded in the share register as of Monday
Proxy etc.
Shareholders who wish to attend the Annual General Meeting in person or by proxy are entitled to bring one or two deputies. Shareholders who wish to bring a deputy shall state this in connection with the notice of attendance. Shareholders represented by a proxy shall issue a written and dated power of attorney for the proxy. If the power of attorney has been issued by a legal entity, a copy of a certificate of incorporation or if no such document exists, a corresponding document shall be enclosed. In order to facilitate the registration at the Annual General Meeting, the power of attorney as well as the certificate of incorporation and other corresponding documents should be provided to the Company at the address stated above well in advance of the Annual General Meeting and preferably no later than Wednesday
Postal voting
A designated form shall be used for postal voting. The form is available on Acast’s website, https://investors.acast.com/governance/generalmeeting.
The completed voting form must be received by
Proposed agenda
- Opening of the general meeting
- Election of Chair of the general meeting
- Drawing up and approval of voting list
- Approval of the agenda
- Election of two persons to check and verify the minutes
- Determination of whether the general meeting has been duly convened
- Chair of the Board of Directors’ statement regarding the Board of Directors’ work
- Presentation by the CEO
- Presentation of the annual report and the auditor’s report, and the consolidated financial statements and the auditor’s report on the consolidated financial statements
- Resolution on:
- adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet regarding the financial year 1 January –
31 December 2023 , - disposition of the Company’s earnings in accordance with the adopted balance sheet, and
- discharge from liability for the Board of Directors and the CEO
- adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet regarding the financial year 1 January –
- Presentation of remuneration report for approval
- Determination of the number of Directors of the Board
- Determination of remuneration to the Board of Directors and the auditor
- Election of Directors and Chair of the Board of Directors
- Election of auditor
- Proposal for resolution regarding LTI program 2024, including:
- resolution regarding performance stock unit program,
- resolution regarding issue of warrants, and
- resolution regarding transfer of warrants to the participants or otherwise to a third party
- Proposal for resolution regarding authorisation for the Board of Directors to resolve on new issues of shares and/or warrants
- Closing of the general meeting
Proposals
The Nomination Committee, consisting of
Item 2 – Election of Chair of the general meeting
The Nomination Committee proposes that Elin Ljungström, member of the
Item 10 b) – Resolution on disposition of the Company’s earnings in accordance with the adopted balance sheet
The Board of Directors proposes that the general meeting resolves that no dividend will be paid to the shareholders for the financial year 2023 and that the funds available to the general meeting is carried forward.
Item 11 – Presentation of remuneration report for approval
The Board of Directors proposes that the general meeting approves the remuneration report regarding remuneration to the CEO, deputy CEO and the Board of Directors for the financial year 2023.
Item 12 – Determination of the number of Directors of the Board
The Nomination Committee proposes that the Board of Directors shall consist of six (6) Directors with no deputies.
Item 13 – Determination of remuneration to the Board of Directors and the auditor
The Nomination Committee proposes that the Chair of the Board of Directors shall be paid a fee of
The Nomination Committee further proposes that a specific compensation may be paid to the proposed Directors
Further, it is proposed that remuneration may be paid on account for special assignments by certain Directors in their respective area of competence (consultancy services etc.), provided that such undertakings have previously been approved by the Chair of the Board of Directors or by two Directors of the Board. The fee shall be on market terms.
It is proposed that the Company’s auditor shall be paid in accordance with approved invoices.
Item 14 – Election of Directors and Chair of the Board of Directors
The Nomination Committee proposes that
The Nomination Committee proposes that
Further information regarding the proposed members of the Board of Directors is available on the Company’s website at https://investors.acast.com/governance/generalmeeting.
Item 15 – Election of auditor
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered accounting firm
Item 16 – Proposal for resolution regarding LTI program 2024, including a) resolution regarding performance stock unit program, b) resolution regarding issue of warrants, and c) resolution regarding transfer of warrants to the participants or otherwise to a third party
Item 16 a) – Resolution regarding performance stock unit program
The Board of Directors proposes that the Annual General Meeting resolves to adopt a performance stock unit program for certain of the employees in the
The purpose of the Performance Stock Unit Program 2024 is to create conditions for
The following terms shall apply to the Performance Stock Unit Program 2024:
1. A maximum of 3,621,362 performance stock units may be allotted to the participants under the Performance Stock Unit Program 2024. Allotment shall occur as soon as practicably possible following the approval by the Annual General Meeting.
2. The Performance Stock Unit Program 2024 shall comprise approximately 50 employees in the
Position | Role/responsibility area | Number of employees per level | Maximum number of performance stock units per participant |
CEO | CEO | 1 | 900,000 |
Executive management | Executive management | 6 | 125,000 – 500,000 |
Senior managers | Global and local managers | 30 | 45,000 – 85,000 |
Key employees | Other key roles for the business | 15 | 5,000 – 65,000 |
3. Performance stock units shall, in situations where the Board of Directors deems it particularly motivated, be granted to future new employees provided that they will take up their employment, and that allotment is made, no later than
4. Allocation of performance stock units is conditional upon (i) that the relevant participant’s employment with
5. The performance stock units shall be allotted to the participants free of charge.
6. 30 percent of the allotted performance stock units will vest as per
7. Exercise of the performance stock units is conditional upon fulfilment of a performance condition regarding total shareholder return (TSR) (including returned dividends, as applicable) on Acast’s shares during a certain measurement period as stated below. For the performance target to be considered fulfilled, the average total return on Acast’s shares on Nasdaq First North Growth Market (or relevant marketplace) (the “marketplace”) per year shall amount to at least 12 percent. The starting value shall be the volume weighted average price of Acast’s shares on the marketplace during the ten days of trading prior to the Annual General Meeting of 2024 and the end value shall be the volume weighted average price of Acast’s shares on the marketplace during the ten days of trading following the publication of Acast’s report for the second quarter 2027.
The Board of Directors shall be entitled to recalculate the performance condition in the event of corporate actions that justify such a recalculation and to adjust the performance condition if special circumstances occur, whereby the adjustment shall aim to maintain the economic value of the performance stock unit irrespective of the corporate action or the special circumstances and not to make it harder or easier to satisfy the performance condition.
8. After the performance stock units have been allotted and vested, and provided that the performance condition set out above has been fulfilled, each performance stock unit entitles the holder a right to, during a four week period starting ten trading days after the date of publication of Acast’s report for the second quarter 2027, however no earlier than
9. Participation in the Performance Stock Unit Program 2024 presupposes that such participation is legally possible as well as possible with reasonable administrative cost and financial efforts according to the assessment of
10. The Board of Directors shall be responsible for preparing the agreements with the participants and the administration of the Performance Stock Unit Program 2024. In connection therewith, the Board of Directors may make adjustments in order to fulfil specific rules or market conditions outside
11. Recalculation of the number of shares that may be acquired for each performance stock unit shall be recalculated in the event of share splits, rights issues and similar corporate actions with the aim that the economic value of a performance stock unit shall be unaffected by such actions.
12. The maximum dilution for current shareholders due to the Performance Stock Unit Program 2024 is 2 percent of the current total number of outstanding shares in
13. There are share-related incentive plans that have previously been implemented in
14. The Board of Directors has prepared the Performance Stock Unit Program 2024 in consultation with external advisers. The Board of Directors has thereafter resolved to submit this proposal to the Annual General Meeting. Except for the employees who prepared the matter pursuant to instructions from the Board of Directors, no employee that may be included in the program has taken part in the design of the terms and conditions.
Item 16 b) – Resolution regarding issue of warrants
In order to secure the delivery of shares pursuant to the Performance Stock Unit Program 2024, the Board of Directors proposes that
1. The warrants shall be issued free of charge. Each warrant shall entitle to subscription of one (1) share in
2. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, be granted to
3. Subscription of the warrants shall take place within eight weeks from the date of the resolution to issue warrants. The Board of Directors shall have the right to extend the subscription period.
4. The warrants may be exercised for subscription of shares from
5. Each warrant entitles to subscription of one (1) share at a subscription price corresponding to the quota value. Recalculation may occur in accordance with the complete warrant conditions.
6. The reason for the deviation from the shareholders’ preferential rights is that the issue of warrants ensures delivery of shares to the participants in the Performance Stock Unit Program 2024.
7. The newly issued shares shall entitle to dividend for the first time on the first record date that occurs after the new shares have been registered with the Swedish Companies Registration Office and been recorded in the share register maintained by
8. The Board of Directors, or the person that the Board of Directors may appoint, shall be authorised to make the minor adjustments as may be required in connection with registration with the Swedish Companies Registration Office.
Item 16 c) – Resolution regarding transfer of warrants to the participants or otherwise to a third party
The Board of Directors further proposes that
Item 17 – Proposal for resolution regarding authorisation for the Board of Directors to resolve on new issues of shares and/or warrants
The Board of Directors proposes that the general meeting resolves on authorisation for the Board of Directors to resolve to issue new shares and/or warrants in accordance with the following.
The Board of Directors shall be authorised to resolve to issue new shares and/or warrants on one or several occasions for the period up to the next Annual General Meeting, to the extent that such new issue can be made without amending the articles of association. An issue may be made with or without deviation from the shareholders’ preferential rights. The total amount of shares that may be issued based on the authorisation, may correspond to a maximum of ten percent of the total number of outstanding shares in the Company at the time of the Annual General Meeting.
The Board of Directors shall be authorised to resolve on issue where payment is made by contribution in kind or by way of set-off. An issue by way of set-off that takes place with deviation from the shareholders’ preferential rights shall be in line with market terms.
The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential rights are that the Board of Directors shall be able to resolve on issue of shares in order to execute acquisitions of companies which are important for the Company’s business and thereby use the Company’s share as payment.
Miscellaneous
The Board of Directors or the CEO, or the person that any of them may appoint, shall be authorised to make the minor adjustments in the above resolutions as may be required in connection with registration at the Swedish Companies Registration Office and/or
Majority rules
A resolution by the Annual General Meeting in accordance with item 16 a) – c) above is valid when supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the Annual General Meeting. A resolution by the Annual General Meeting in accordance with item 17 above is valid only when supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Annual General Meeting.
Number of shares and votes
At the time of issuing this notice there were in the aggregate 181,068,106 shares outstanding in
Shareholder’s right to request information
At the request of any shareholder, the Board of Directors and the CEO shall provide information on any circumstances that (i) may affect the assessment of a matter on the agenda, (ii) may affect the assessment of the Company’s or a subsidiary’s financial situation or (iii) concerns the Company’s relation to another group company, provided that the Board of Directors believes it would not be of significant detriment to the Company.
Available documents
The Nomination Committee’s complete proposals and reasoned statement and information regarding proposed Directors, the Board of Directors’ complete proposals and other documents that shall be available in accordance with the Swedish Companies Act and the Swedish Code of Corporate Governance, will be kept available at the Company’s office and on the Company’s website, https://investors.acast.com/governance/generalmeeting. The documents will be sent, free of charge, for the recipient to any shareholder who requests the documents and provide their postal or e-mail address.
Processing of personal data
For information regarding processing of your personal data, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors
© Modular Finance, source