Due to the continued spread of the coronavirus and the authorities’ regulations and advice on avoiding public gatherings, the Board has decided that the Annual General Meeting will be held without physical presence of shareholders, proxy holders and third parties and that the shareholders are able to exercise their voting rights only by postal voting before the Annual General Meeting. Information on the resolutions passed at the Annual General Meeting will be disclosed on May 5, 2021, as soon as the outcome of the postal voting has been finally confirmed.
Right to attend the Annual General Meeting
Shareholders who wish to attend the meeting by postal voting must:
- firstly, be registered in the share register maintained by Euroclear Sweden AB no later than Tuesday April 27, 2021, and
- secondly, give notice of their intention to participate no later than Tuesday May 4, 2021, by casting their postal votes in accordance with the instructions under the heading “Postal voting” below so that the postal vote is received by Computershare AB no later than that day. Please note that the notification to the Annual General Meeting can only be made by postal voting.
For shareholders who have their shares nominee-registered, the following applies in order to be entitled to participate in the Annual General Meeting. In addition to giving notice of participation by submitting a postal vote, such shareholder must request their bank or broker to temporarily re-register the shares in the shareholder’s own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Tuesday April 27, 2021. Accordingly, the shareholder must inform the nominee in due time before said date. Voting rights registration requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday April 29, 2021 will be taken into account in the preparation of the share register.
The Board has resolved that shareholders will be able to exercise their voting rights only by postal voting in accordance with Section 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The postal voting form is available on the Company’s website www.lindabgroup.com. Completed and signed postal voting forms can be sent by mail to Computershare AB, Lindab International AB’s Annual General Meeting, P.O. Box 5267, SE-102 46 Stockholm, Sweden, or by e-mail to firstname.lastname@example.org. Completed forms must be received by Computershare AB no later than May 4, 2021. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via Lindab’s website www.lindabgroup.com. Such electronic votes must be submitted no later than May 4, 2021.
Shareholders may not submit special instructions or conditions with the postal vote. In such case, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and on the Company’s website www.lindabgroup.com.
If the shareholder submits the postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the Company's website www.lindabgroup.com, as well as on the last page of this notice, and will be sent on request to shareholders who state their postal address. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
Agenda for the Annual General Meeting
- Election of chairman of the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of two persons to verify the minutes together with the chairman.
- Lars-Olof Ottosson
- Thomas Cronqvist
- Determination as to whether the meeting has been duly convened.
- Presentation of the annual report and the auditor's report, as well as the consolidated accounts and the consolidated auditor's report, for the financial year 2020 and the auditor's opinion on whether the guidelines regarding remuneration to senior executives which has applied since the previous Annual General Meeting have been complied with.
- Resolutions regarding
- the adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2020.
- the disposition of the Company's profits pursuant to the adopted balance sheet and the record date for dividends.
- the discharge from personal liability for the Board and the CEO.
- Determination of the number of Board members and deputy Board members elected by the Annual General Meeting.
- Determination of fees to the Board and auditors.
- Election of the Board.
- Peter Nilsson (re-election, the Nomination Committee's proposal)
- Viveka Ekberg (re-election, the Nomination Committee's proposal)
- Sonat Burman-Olsson (re-election, the Nomination Committee's proposal)
- Anette Frumerie (re-election, the Nomination Committee's proposal)
- Per Bertland (re-election, the Nomination Committee's proposal)
- Marcus Hedblom (re-election, the Nomination Committee's proposal)
- Staffan Pehrson (re-election, the Nomination Committee's proposal)
- Election of auditor.
- Resolution regarding approval of remuneration report.
- Guidelines for remuneration to senior executives.
- Proposal for resolution on a call option plan.
- Authorisation for the Board to resolve on transfer of treasury shares.
- Resolution regarding amendment of the Articles of Association.
- Closing of the Annual General Meeting.
The Nomination Committee for the 2021 Annual General Meeting has consisted of the chairman Göran Espelund, representing Lannebo Fonder, Per Colleen, representing Fjärde AP-fonden, Anna Sundberg, representing Handelsbanken Fonder and Peter Nilsson, the chairman of the Board of Lindab International AB (publ).
Election of chairman of the Annual General Meeting (item 1)
The Nomination Committee proposes that the Annual General Meeting elects Peter Nilsson, the chairman of the Board, as the chairman of the Annual General Meeting.
Proposal for disposition of profits and record date for dividends (item 7 b)
The Board proposes that a dividend of in total SEK 3.40 per share is resolved for the financial year 2020, to be paid half-yearly in two instalments of SEK 1.70 per share. As record dates for the half-yearly dividend the Board proposes May 7, 2021 and November 5, 2021, respectively. The dividend is expected to be distributed by Euroclear Sweden AB on the third banking day after the respective record date.
Proposal for number of Board members and deputy Board members (item 8)
The Nomination Committee proposes that the number of Board members elected by the Annual General Meeting shall remain unchanged and thus, be seven Board members without deputy Board members.
Proposal for fees to the Board and auditors (item 9)
The Nomination Committee has valued the possibility to stimulate the Board members' interest in the Company and its financial development and to create the possibility for the Board members to have a financial interest in the Company that is equivalent to the shareholders. Against this background, the Annual General Meeting of 2019 established a principle henceforth, that a part of the fee to the Board shall be invested in Lindab shares. The Nomination Committee has also valued an adaptation of the Board fees to the increasing complexity and time needed for the Board to work in a modern fashion.
Consequently the Nomination Committee proposes a change of the fees to the Board members elected by the Annual General Meeting, by which the Board fees are adjusted as set out below and in return the Board members shall invest 1/3 of the net fee in Lindab shares for a period of at least 5 years, for the other terms and conditions see the Nomination Committee's proposal and reasoned statement to the election of the Board.
Accordingly, the Nomination Committee proposes that the fee to the chairman of the Board shall amount to SEK 1,000,000 and that the fee to each of the other Board members elected by the Annual General Meeting shall amount to SEK 405,000. The fee to each of the ordinary employee representatives shall amount to SEK 26,250. The fee for the ordinary work of the Board shall therefore in total amount to SEK 3,482,500.
The Nomination Committee proposes that the fee to the chairman of the Audit Committee shall amount to SEK 150,000 and that the fee to each of the other ordinary members of the Audit Committee shall amount to SEK 75,000.
The Nomination Committee proposes that the fee to the chairman of the Remuneration Committee shall amount to SEK 100,000 and that the fee to each of the other ordinary members of the Remuneration Committee shall amount to SEK 50,000.
The total fee for the Audit Committee and the Remuneration Committee shall not exceed SEK 450,000.
The Nomination Committee proposes that the auditor's fee shall be paid in accordance with approved account.
Proposal for election of the Board (item 10)
The Nomination Committee proposes: Re-election of Per Bertland, Sonat Burman-Olsson, Viveka Ekberg, Anette Frumerie, Marcus Hedblom, Peter Nilsson, and Staffan Pehrson.
The Nomination Committee proposes Peter Nilsson to be the chairman of the Board.
Proposal for election of auditor (item 11)
In accordance with the recommendation of the Audit Committee, the Nomination Committee proposes re-election of the registered audit firm Deloitte AB as the Company´s auditor for the period until the end of the next Annual General Meeting. Deloitte AB has informed the Company that the authorized public accountant Harald Jagner shall be the lead auditor.
Proposal for approval of remuneration report (item 12)
The Board proposes that the Annual General Meeting resolves to approve the Board’s remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Guidelines for the remuneration to senior executives (item 13)
The Board proposes that the 2021 Annual General Meeting resolves that the following guidelines for remuneration to senior executives shall apply until further notice, unless circumstances arise that require revision.
These guidelines apply to the CEO and other members of the group management. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed. These guidelines do not apply to any remuneration resolved or approved by the general meeting.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
Lindab’s business strategy is founded on the Company’s internal strengths and unique opportunities to harness global trends and is in brief:
To propel our position on all markets with the aid of our strong distribution network, our wide and increasingly complete product offering and our close relationships with customers. To create higher value through our supply chain, from purchasing to distribution, by simplifying, rationalising, innovating and having a customer-oriented holistic focus. To generate ideas on the cutting edge and for continuous improvement that will ensure future growth and profitability through Lindab’s long-term innovative culture, strong leadership and brand.
For additional information on the Company’s business strategy, see www.lindabgroup.com.
To successfully implement the Company’s business strategy and sustainability agenda in the long and short term, the Company must be able to recruit and retain qualified senior executives. An important component is being able to offer a competitive total remuneration, as enabled by these guidelines.
The variable cash remuneration covered by these guidelines shall aim at promoting the business strategy and long-term interests of the Company.
For information, the Company has implemented long-term incentive programs in the form of option programs, as adopted by the Annual General Meeting in 2017, 2018, 2019 and 2020. The programs comprise senior executives in the Company. As the option programs were adopted by the Annual General Meeting, they are not included in these guidelines. For more information on the programs and the qualification criteria, see www.lindabgroup.com.
Remuneration components and other terms for senior executives
The total remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. In addition to what is determined by the guidelines, the Annual General Meeting may resolve on, among other things, share-related or share price-related remuneration.
The qualification period for the criteria for awarding variable cash remuneration shall be measured over a period of one or several years. The variable cash remuneration may not exceed 130% for the CEO and 100% for other senior executives during the measurement period for such criteria.
For all company senior executives (who are not included in the collectively bargained pension benefit, ITP), a pension premium on the fixed cash salary may not exceed 30%. Variable cash remuneration shall not qualify for pension benefits.
Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and company cars. Premiums and other associated costs relating to such benefits may not collectively exceed 10% of the fixed cash salary. For senior executives acting in another country, pension benefits and other benefits are to be regulated according to established or mandatory local praxis, and any adjustments to these must remain within the framework of these guidelines to the greatest extent possible.
Termination of employment
For senior executives terminated at the Company's initiative, a maximum notice period of 12 months applies. A notice period of maximum six months applies when termination is made by the executive.
Criteria for awarding variable cash remuneration
Variable cash remuneration shall be linked to predetermined and measurable criteria which may be financial or non-financial in nature but that are clearly in line with the Company's predefined financial or qualitative targets. In addition, they may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to promote the Company’s business strategy and long-term interests.
When the qualification period for the criteria for awarding variable cash remuneration has ended, the outcome will be assessed. The outcome assessment is managed in accordance with the grandfather principle. The assessment is based on financial targets as per the Company's most recent published financial information.
The possibility of reclaiming variable salary is determined by the terms and conditions that apply for the program at the time.
Salary and employment conditions for employees
In preparing and applying these guidelines, the Remuneration Committee and the Board consider the salary and terms of employment of the Company's other employees, which in turn are affected by general market conditions and internal factors that affect the Company's target fulfillment. The Remuneration Committee regularly consults with the CEO and HR Director to stay informed about other employees' salaries and other terms.
The decision-making process to determine, review and implement the guidelines
The Board’s established remuneration committee is tasked with preparing the Board’s decision to propose guidelines for executive remuneration. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. Adopted guidelines shall be in force until new guidelines are adopted by the Annual General Meeting.
In addition, the remuneration committee shall monitor and evaluate programs for variable remuneration for the Company's executives as well as the application of the guidelines with regard to compensation levels and structures. The members of the executive management do not participate in the Board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. The Board shall annually draw up a remuneration report which shall be presented to the Annual General Meeting for approval.
Derogation from the guidelines
The Board may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the Board’s resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.
Significant changes to the guidelines and how shareholder interests are harnessed
In essence, the guidelines proposed by the Board to the 2021 Annual General Meeting are in accordance with the guidelines that were adopted by the 2020 Annual General Meeting, but the proposed new guidelines have been updated so that the maximum variable cash remuneration that may be awarded to the CEO is changed from 120% to 130%. The increase is motivated by the decision to increase the proportion of the CEO's remuneration that pertains to short-term variable remuneration as a complement to the increase in the fixed annual cash remuneration. No remarks on the remuneration guidelines have emerged.
Proposal for resolution on a call option plan (item 14)
The Board proposes that the 2021 Annual General Meeting resolves to introduce a call option plan for senior executives and certain key employees in the Lindab Group (the "Call Option Plan"). In essence, it is an identical program with the programs 2017, 2018, 2019 and 2020. The objective of the plan, and the reason for deviating from the shareholders' preferential rights, is to strengthen the link between the work of senior executives and the creation of shareholder value. By that means, it is considered that there will be an increased alignment of interests between the senior executives and the shareholders of Lindab International AB ("Lindab").
1. Number of call options, participants and allotment of call options
Lindab may issue up to 275,000 call options under the Call Option Plan. Senior executives and certain key employees within the Lindab Group shall have the right to participate in the Call Option Plan and shall be divided into two different categories:
Lindab's CEO shall have the right to acquire up to 100,000 call options. The remaining members of Lindab's Global Management Team (approx. 9 persons), shall have the right to acquire up to 25,000 call options each. Senior executives who are not employed by the Lindab Group at the time of the Annual General Meeting but have commenced their employment within the Lindab Group no later than August 31, 2021 shall be entitled to participate in the Call Option Plan.
The call options shall be freely transferable but subject to an agreed right of first refusal in favour of Lindab to repurchase the call options at market value.
Assignment of call options to employees outside of Sweden is dependent on tax effects, market assumptions and restrictions in certain jurisdictions, and that the Board's assessment of assignment of call options outside of Sweden can be executed with reasonable costs and reasonable administrative efforts.
The participant is responsible for any tax consequences, possible financial support for acquiring call options or underlying shares, and for other practical handling of the call options.
2. Acquisition of call options
Acquisitions of call options shall take place during an application period as soon as practically and legally possible after the Annual General Meeting. The price shall correspond to market value, calculated by an external appraiser based on the so called Black & Scholes-formula.
3. Time and price for acquisition of shares
Each call option shall entitle to acquisition of one (1) share in Lindab. The exercise price will be 119 per cent of the average volume-weighted price paid for Lindab's share on Nasdaq Stockholm during the period May 6 – May 20, 2021. Acquisition of shares in Lindab by exercise of call options may be made from and including the day after Lindab publishes the interim report for the period January 1 – June 30, 2024 until and including August 31, 2024.
The number of shares that the call options entitle to and the subscription price may be recalculated on the basis of, among other things, extraordinary dividends paid, bonus issues, share splits or reverse share splits, rights issues or certain reductions of the share capital or similar actions.
4. Delivery of shares
Lindab owns 2,375,838 of its own shares of which 385,000 is subscribed to previous call option programs. The Board's proposal means that the Annual General Meeting approves that Lindab, with deviation from the shareholder's right of priority, to the holders of the call options transfers up to 275,000 of its own shares at the determined exercise price in connection with a possible exercise of the call options (subject to any recalculation).
5. Costs and effects on key ratios etc.
The market value of the call options is SEK 28,40 per call option, according to a preliminary valuation. The preliminary valuation is based on a market value of the underlying share of SEK 177,60 and an assumed exercise price of SEK 211 per share. The Black & Scholes-formula has been used for the valuation under the assumption of a risk-free interest rate of 0%, and a volatility of 35%, as well as a yield of 1.8%. Lindab has no other costs for the Call Option Plan than administrative costs regarding advisors etc. in connection with the preparation of documentation for the resolution and for resolving on the issue of the call options etc.
If all the proposed 275,000 call options are acquired and exercised these will constitute approx. 0.35% of the current total number of shares and votes of Lindab. Transfer of repurchased own shares will have the effect that shares that previously could not be represented at the Annual General Meeting or entitle to dividend will after the transfer be possible to represent at the Annual General Meeting and entitle to dividend.
6. The preparation of the proposal
The Call Option Plan has been prepared by the remuneration committee of the Board and has been discussed at Board meetings during the spring 2021.
7. Other incentive plans in Lindab
Lindab has three previous outstanding option-based incentive programs decided at the Annual General Meetings 2018, 2019 and 2020. Further information is available in the Lindab Annual Reports of 2019 and 2020 and on Lindab's website www.lindabgroup.com. Long-term variable remuneration in cash in Lindab follows from the proposal regarding guidelines for remuneration to senior executives.
8. Special authorization for the CEO
The CEO of Lindab is authorized to make such minor adjustments to the resolution by the Annual General Meeting that may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
9. The Board's proposed resolution
Referring to the description above, the Board proposes that the Annual General Meeting resolves on the Call Option Plan.
10. Majority requirements
A resolution on the Call Option Plan in accordance with the Board's proposal is valid if it is supported by shareholders holding more than nine tenths of the votes cast and the shares represented at the Annual General Meeting.
Authorisation for the Board to resolve on transfer of treasury shares (item 15)
The Board proposes that the Annual General Meeting 2021 authorises the Board to resolve on transfer of the Company’s treasury shares on the following terms and conditions:
- Authorisations may be exercised on one or several occasions during the period up to the Annual General Meeting 2022.
- Transfer may be made of maximum the number of shares held by the Company at the time of the Board’s resolution on transfer.
- Transfer may be made with a deviation from the shareholders’ preferential rights.
- Transfer may be made against cash payment by sale on Nasdaq Stockholm at a price within the price band registered from time to time, being the interval between the highest paid price and the lowest sale price at the time of transfer.
- Transfer may take place against payment of the whole or part of the purchase price in connection with the acquisition of a company or business, or part of a company or business. Transfer in connection with an acquisition of a company or business may take place at a market value appraised by the Board. Consideration for the transferred shares in connection with the acquisition of a company may be made by contribution in kind or by means of set off.
- The Board may resolve on further terms and conditions for the transfer. Lindab’s existing holding of treasury shares at the time of the Annual General Meeting 2021 amounts to 2,375,838 shares, which corresponds to three (3) per cent of the total number of shares in the Company.
The purpose of the authorisations above is to facilitate the financing of acquisitions by the utilisation of the Company’s treasury shares.
If the transfer cannot be made according to the above, the Company may resolve to cancel the shares by reducing the Company’s share capital without payment to the shareholders.
In order for this resolution to be valid, it must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
Proposal for resolution regarding amendment of the Articles of Association (item 16)
The Board proposes that the 2021 Annual General Meeting resolves to insert a new section in the Articles of Association allowing the Board to collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4 of the Swedish Companies Act and allowing the Board to decide that shareholders shall be entitled to exercise their voting rights by post prior to the General Meeting. Further, a number of editorial amendments are proposed regarding renumbering of the sections. Section 12 is proposed to have the following wording:
§ 12 COLLECTION OF POWERS OF ATTORNEY AND VOTING BY POST
The Board may collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4, paragraph 2 of the Swedish Companies Act (2005:551).
The Board may resolve, ahead of a General Meeting of shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the General Meeting.
The Board further proposes that the Annual General Meeting authorizes the Managing Director, or anyone appointed by the Managing Director, to make any minor adjustments that may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw. Bolagsverket).
The resolution requires approval from shareholders representing at least two-thirds of both the number of votes cast as well as the shares represented at the general meeting in order to be valid.
Available documents and information about the number of shares and votes in the Company
The 2020 annual report, the auditors’ report, the Board’s remuneration report and the Board’s complete proposals regarding the agenda items 7 b) and 13-16 as well as related documents will be kept available for the shareholders at the Company’s headquarters at the address Lindab International AB, SE-269 82 Båstad, Sweden, and on the Company’s website www.lindabgroup.com, no later than April 14, 2021. The documents are considered presented by being kept available at the company’s headquarters and on the company’s website. Copies of the documents will be sent to those shareholders who request to receive such information and who have provided their address. The share ledger will be kept available at the Company’s headquarters at the address Lindab International AB, SE-269 82 Båstad, Sweden.
The total number of shares and votes in the Company amounts to 78,732,820. Lindab International AB (publ) holds 2,375,838 treasury shares, for which the Company cannot exercise any voting rights.
Shareholders’ right to receive information
The Board and the CEO shall, if requested by a shareholder and the Board considers that it can be done without material damage to the company, provide information regarding issues that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company’s or its subsidiaries’ financial position or the company’s relation with other companies within the group. Such requests shall be made in writing to the company no later than 10 days prior to the Annual General Meeting, i.e. no later than April 25, 2021, to Lindab International AB (publ), “Annual General Meeting”, SE-269 82 Båstad, Sweden, or by e-mail to email@example.com. The information will be kept available on the Company’s website www.lindabgroup.com and at the company’s headquarters at the address Lindab International AB, SE-269 82 Båstad, Sweden, no later than April 30, 2021, and will be sent to the shareholders who requested the information and stated their postal address.
Processing of personal data
For information of how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Båstad in March 2021
The Board of Directors
Lindab International AB (publ)