Welcome to the annual general meeting of
The shareholders of Mekonomen Aktiebolag are hereby invited to attend the annual general meeting to be held on Friday,
The board of
Right to participate, notification, proxies etc.
Shareholders who wish to attend the annual general meeting must:
- be listed as shareholder in the presentation of the share register prepared by
Euroclear Sweden AB concerning the circumstances on Thursday,12 May 2022 and
- give notice of attendance, including number of assistants (if any), to the company in accordance with the instructions under "Notification of attendance in the meeting room" or cast a postal vote in accordance with the instructions under "Participation by postal voting" below.
Notification of attendance in the meeting room
Shareholders who wish to attend the annual general meeting in the meeting room must notify the company of this no later than Monday,
Shareholders participating by proxy shall issue a written and dated power of attorney for the proxy. The original power of attorney should, together with certificate of registration or equivalent authorization document (if applicable), be sent to Mekonomen Aktiebolag, "AGM", c/o
Participation by postal voting
A special form must be used for postal voting. The postal voting form is available at www.mekonomen.com.
Completed and signed form for postal voting must be received by
Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and anmalan.vpc.se/EuroclearProxy/.
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form, as well as any authorization documents. Proxy form is available om www.mekonomen.com.
Shareholders who wish to attend in the meeting room in person or by proxy must notify the company in accordance with the instructions under "Notification of attendance in the meeting room". A notification by casting a postal vote is therefore not sufficient for those who wish to attend the meeting room.
Nominee-registered shares
To be entitled to participate in the annual general meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Thursday,
Proposed agenda
- Opening of the meeting and election of a chairman of the meeting.
- Preparation and approval of voting register.
- Approval of the agenda.
- Election of person to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor's report, the consolidated financial statements and the auditor's report on the consolidated financial statements,
- CEO's address.
- Resolution on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
- Resolution on discharge of the directors and CEO from liability.
- Resolution concerning disposition of the company's result in accordance with the adopted balance sheet and record date for payment of the dividend.
- Determination of the number of directors and deputy directors.
- Determination of fees to the board and the auditor.
- Election of board members, chairman of the board, and deputies, if any.
- Election of auditor.
- Approval of the remuneration report.
- Resolution on a long-term share-based incentive program (LTIP 2022).
- Resolutions on authorization for the board to (a) acquire own shares and (b) transfer of own shares.
- Resolution on authorization for the board to issue new shares.
- Resolution on amendments to the articles of association concerning corporate name.
- Closing of the meeting.
Proposals
Item 1 - Chairman of the meeting
The nomination committee proposes Helena Skåntorp as chairman of the meeting, or in her absence, any person appointed by the nomination committee.
Item 2 - Voting register
The voting register proposed to be approved is the voting register prepared by
Item 4 - Person to verify the minutes
The board proposes that Thomas Wuolikainen, representing Fjärde AP-fonden, is elected to verify the minutes, or in his absence, any person appointed by the board.
Item 10 - Dividend and record date
The board proposes that a dividend if
Item 11 - Number of directors
The nomination committee proposes that the board shall consist of seven meeting-elected members and no deputy members (unchanged).
Item 12 - Fees to the board and the auditor
The nomination committee proposes
SEK 750,000 to the chairman of the board (previous year: 650,000),SEK 480,000 to the vice chairman (420,000) andSEK 350,000 to each of the other directors appointed by the meeting (315,000),-
for committee work,
SEK 150,000 to the chairman of the audit committee (125,000) and 60,000 to each of the other members of the audit committee (55,000), andSEK 60,000 to the chairman of the remuneration committee (50,000) andSEK 30,000 to each of the other members of the remuneration committee (25,000), and - auditor's fees in accordance with approved account.
Item 13 - Board members and chairman of the board
The nomination committee proposes
- re-election of directors
Eivor Andersson , Kenny Bräck,Robert M. Hanser ,Joseph M. Holsten ,Magnus Håkansson , Michael Løve and Helena Skåntorp, and -
re-election of
Robert M. Hanser as chairman of the board.
Information on the individuals proposed is presented more in detail on www.mekonomen.com.
Item 14 - Auditor
The nomination committee proposes re-election of the auditing firm
Item 15 - Remuneration report
The board proposes that the meeting approves the report prepared by the board of remunerations.
Item 16 - Long-term share-based incentive program (LTIP 2022)
The board proposes that the meeting resolves to establish a long-term share-based incentive program (LTIP 2022) for Mekonomen Aktiebolag (publ) ("Mekonomen") in accordance with the following. The structure of the program is in line with
Motives and LTIP 2022 in summary
The main motives for establishing LTIP 2022 is to align the shareholders' interests with the interests of the company management and other key employees to ensure maximum long-term value creation and to encourage a personal shareholding in
LTIP 2022 comprises of approximately 40 employees, including the Group Management in
Participants in LTIP 2022
LTIP 2022 comprises approximately 40 employees, including the members of the Group Management in
Personal investment and vesting period
Participation in LTIP 2022 requires that the participant has a personal shareholding in
Terms and Conditions for Share Rights
The following terms and conditions shall apply for the Share Rights:
- Share Rights will be granted free of charge a certain time after the meeting.
- Share Rights cannot be transferred or pledged.
-
Each Share Right may entitle the holder the right to receive a share in the company free of charge after the announcement of
Mekonomen 's interim report for the first quarter of 2025. A precondition for the right to be allocated shares by virtue of the Share Rights is that the participant has not sold any of his or her Investment Shares and, with certain limited exceptions, that the participant remains employed in theMekonomen Group until the announcement ofMekonomen 's interim report for the first quarter of 2025. Further, allocation of shares requires that certain financial key ratios and performance targets be achieved byMekonomen in the manner described under the section "Performance targets" below. -
To align the participants' interests with the shareholders' interests,
Mekonomen will compensate the participants for dividends to shareholders by increasing the number of shares that each Share Right entitles to.
Performance targets
The Share Rights are divided into series A and series B. Of the five Share Rights, the participants receive one Share Right of series A and four Share Rights of series B. The number of Share Rights that entitles to allocation of shares depends on the achievement of the financial key ratios and performance targets that apply for the respective series as follows:
Series A Allocation requires that the total shareholder return1 (TSR) on
Series B Allocation requires that the total shareholder return2 (TSR) on
1 Including reversed dividends.
2 Including reversed dividends.
3 Excluding IFRS 16.
4 Reported EBIT adjusted for non-off items and goodwill amortization in
Structure and handling
The board shall be responsible for the more detailed structure and handling of LTIP 2022 within the framework of the stipulated conditions and guidelines. The board shall be entitled to make adjustments to fulfil specific regulations or market prerequisites in other jurisdictions. In the event significant changes take place in the
Scope
The maximum number of shares in
Hedge measures
The company intends to enter into an equity swap agreement with a bank to ensure the delivery of shares under the LTIP 2022, according to which the bank in its own name shall be able to purchase and transfer shares in
Scope and costs for the program
The Share Rights cannot be pledged or transferred to others. However, an estimated value of each Share Right can be calculated. The board has estimated the average value of each Share Right to
Effects on important key ratios
On a pro forma basis for 2021, an annual cost of MSEK 6.2 for LTIP 2022 corresponds to a negative effect of approximately 0.1 percentage points on
Drafting of the proposal
LTIP 2022 has been prepared by
Other incentive programs in
There are share-based incentive programs that has previously been implemented in
The board's proposal for decision
In reference to the description above, the board proposes that the meeting votes in favor of LTIP 2022.
Majority requirement
The board's proposal for decision to introduce LTIP 2022 requires that the decision is approved by shareholders representing more than half of the votes represented at the meeting.
Item 17 - Acquisition and transfer of own shares
A. Acquisition of own shares
The board proposes that the meeting authorizes the board, for the period until the next annual general meeting, on one or several occasions, to resolve on acquisitions of the company's own shares as follows:
- The company may acquire a maximum number of shares so that the company's holding, at any time, does not exceed 10 per cent of all shares in the company.
- The shares may be acquired on Nasdaq Stockholm at a price per share at each time within the prevailing price interval for the share (i.e., the interval between the highest purchase price and lowest selling price).
- Payment for the shares shall be made in cash.
B. Transfer of own shares
The board further proposes that the meeting authorizes the board, for the period until the next annual meeting, on one or several occasions, to resolve on transfers of the company's own shares in connection with or due to acquisition as follows:
- All shares held by the company at the time of the board's decision may be transferred.
- The shares may be transferred with deviation from the shareholders' preferential right.
- The shares may be transferred on Nasdaq Stockholm at a price per share within the prevailing price interval for the share. Transfers may also be conducted outside Nasdaq Stockholm. Payment for shares transferred outside Nasdaq Stockholm shall be made in cash, through contribution in kind or by a set-off of company debt, and the price shall be determined so that the transfer takes place on market terms.
The purpose of the above authorizations regarding acquisition and transfer of own shares, and the reason for the deviation from the shareholders preferential right, is to enable the company to adjust the company's capital structure and thereby contribute to increased shareholder value as well as to use repurchased shares as payment in connection with any company and business acquisitions or for financing such acquisitions.
Item 18 - Authorization for the board to decide on new issue of shares
The board proposes that the meeting authorizes the board, for the period until the next annual general meeting, at one or several occasions, with preferential rights for the shareholders, or with deviation from shareholder preferential rights, to resolve upon new issues of a maximum of 5,641,662 shares. Such decision on new issue may include provisions that payment, in addition to cash payment, may be made in contribution kind, through set-off or as else is set forth in chapter 13 paragraph 5 section 1 item 6 of the Swedish Companies Act. The purpose of the authorization is to enable
Item 19 - Amendment to the articles of association concerning corporate name
The board proposes that the meeting resolves to amend paragraph 1 of the articles of association, as follows, whereby the company's corporate name is amended to
Current wording
"The registered name of the company is MEKONOMEN AKTIEBOLAG. The company is a limited liability company (publ)."
Proposed wording
"The registered name of the company is
Special majority requirements
A resolution in accordance with items 17, 18 and 19 require support of shareholders with at least two-thirds of the number of votes and shares represented at the meeting to be valid.
Documents
The complete proposals of the board are presented above. The nomination committee's proposal and motivated statement, and information on the proposed board members, can be found on www.mekonomen.com.The annual report, the auditor's report, the auditor's statement on the guidelines for remuneration of senior executives, the board's statement regarding dividend and acquisition of own shares as well as the board's remuneration report, will be available at www.mekonomen.com and at the company at Solnavägen 4 in
Shareholders' right to receive information
At the annual general meeting, the board and CEO shall, if any shareholder so requests and if the board is of the opinion that it can be done without causing material harm to the company, provide information regarding circumstances that affect the assessment of an item on the agenda, conditions that may affect the assessment of the company's or a subsidiary's financial situation, and/or the company's relationship to other group companies.
Shareholders that want to submit questions in advance may do so by e-mail to ir@mekonomen.se or by mail to Mekonomen Aktiebolag, "AGM", Box 195 42, 104 32 Stockholm. These must be received by
Shares and votes
The total number of shares and votes in the company on the day this notice was issued was 56,416,622, of which the company owns 93,250 treasury shares that may not be represented at the meeting.
Processing of personal data
For information about how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Mekonomen Aktiebolag (publ)
The Board of Directors
This is a translation of the Swedish original wording. In case of discrepancies, the Swedish version shall prevail.
https://news.cision.com/mekonomen/r/notice-of-annual-general-meeting-of-mekonomen-2022,c3546096
https://mb.cision.com/Main/550/3546096/1565518.pdf
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