Notice to attend annual general meeting of Nobina AB (publ)

The shareholders of Nobina AB (publ) (“Nobina” or the “Company”) are hereby summoned to the annual general meeting (the “Meeting”) on 28 May 2020 at 02.00 p.m. CEST at IVA Konferenscenter, Grev Turegatan 16, Stockholm.

Documents

Notice to attend annual general meeting of Nobina AB (publ)

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Registration of participation at the Meeting will end at the opening of the Meeting. The premises will open at 01.45 p.m. CEST.

Precautionary measures in connection with the Meeting due to
covid-19

Nobina cares for the health of its shareholders and employees. Due to the Swedish Public Health Agency’s recommendations and the risk of spreading covid-19, Nobina will take certain precautionary measures in connection with the Meeting. The Meeting and the admission for the Meeting will be kept as short as possible by, inter alia, not having any presentations. Further, no food or beverages will be offered before, during or after the Meeting. The Meeting will also be recommended to pass a resolution that no guests nor others who are not legally entitled to attend the Meeting, are allowed to be present at the Meeting venue. No members of Nobina’s board of directors will attend and management and other employees will only attend to the extent required. Shareholders who have symptoms themselves (or who have been in contact with someone who has symptoms), are encouraged to not attend the Meeting in person, but to attend by proxy instead. Shareholders who feel worried about becoming infected also have the opportunity to avoid attending in person and to instead attend by proxy.

Nobina closely monitors developments and, if necessary, information on any additional measures for the Meeting will be published on the Company’s website, www.nobina.com.

Right to attend the Meeting

Shareholders who wish to attend the Meeting must be registered in the share register maintained by Euroclear Sweden AB on 22 May 2020.

Shareholders must also notify the Company of their intention to attend the Meeting by mail to Nobina AB (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, by phone +46 8 402 92 76 or to the Company’s website, www.nobina.com, not later than on 22 May 2020. The notification should include the shareholder’s full name, personal identification number/corporate registration number (or similar), registered shareholding, as well as, if applicable, details of representatives, proxies and advisors (maximum two).

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the Meeting. Such registration must be effected not later than on 22 May 2020. Shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy

Shareholders represented by proxy must issue a written, dated power of attorney. If the power of attorney is issued by an entity, a certified copy of a certificate of registration for that entity or equivalent certificate of authority must be enclosed to it. The power of attorney is valid for one year, or, if explicitly stated, up to five years from its issuance. The power of attorney and certificate of registration or equivalent certificate of authority should be submitted to the Company by mail to the above address in due time prior to the Meeting. A form of power of attorney is available on the Company’s website, www.nobina.com.

Proposed agenda

  1. Opening of the Meeting
  2. Appointment of chairman of the Meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes
  6. Determination that the Meeting has been duly convened
  7. Presentation of the annual accounts and the auditor’s report and the consolidated accounts and the auditor’s report on consolidated accounts
  8. Resolution on
  1. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet
  2. appropriation of the Company’s results in accordance with the adopted balance sheet
  3. discharge from liability for the members of the board of directors and the CEO
  1. Determination of the number of members of the board of directors as well as auditors
  2. Determination of fees for the members of the board of directors and the auditors
  3. Election of the members of the board of directors and the auditors
  4. The nomination committee’s proposal on principles for the nomination committee and instructions for the nomination committee
  5. The board of directors’ proposal on guidelines for remuneration to the senior executives
  6. The board of directors’ proposal on
  1. implementation of a performance based share saving scheme
  2. authorisation for the board of directors to purchase and sell treasury shares within the scope of Nobina’s share saving schemes
  3. transfer of treasury shares to participants in Nobina’s share saving schemes
  4. equity swap agreement with third party
  1. The board of directors’ proposal on authorisation for the board of directors to resolve on new issues of shares or convertibles
  2. The board of directors’ proposal on amendments of the articles of association
  3. Closing of the Meeting

Proposal on appointment of chairman of the Meeting (item 2 of the agenda)

The nomination committee proposes that Carl Westerberg, member of the Swedish Bar Association, is appointed as chairman of the Meeting.

Proposal on appropriation of the Company’s results (item 8.b of the agenda)

The board of directors proposes that no dividend is paid to the shareholders for the financial year 2019/2020, and that funds at the disposal of the Meeting are carried forward.

Proposal on the number of members of the board of directors and auditors, fees for the members of the board of directors and the auditors as well as election of chairman and other members of the board of directors and auditors (items 9–11 of the agenda)

The nomination committee proposes the following:

  • The board of directors shall be comprised of five members, with no deputy members. The Company shall have one auditor, with no deputy auditor.
  • For the period until the end of the next annual general meeting, the fees for the board of directors shall remain unchanged from last year and amount to SEK 900,000 for the chairman of the board of directors and SEK 450,000 for each of the other board members elected by the Meeting. A board member may invoice the fees, if fiscal conditions so permit, provided that such arrangement is cost neutral for the Company and such invoicing is permitted under applicable tax laws.
  • Additional fees shall be paid for work in the audit committee and amount to SEK 100,000 for the chairman of the committee and SEK 50,000 for each of the other members. The audit committee currently comprises of three members. No fees shall be paid for work in the remuneration committee.
  • The auditor’s fee shall be paid in accordance with invoices approved by the board of directors.
  • John Allkins, Graham Oldroyd, Liselott Kilaas, Bertil Persson and Johan Bygge shall be re-elected as members of the board of directors for the period until the end of the next annual general meeting. Jan Sjöqvist and Monica Lingegård have declined re-election.
  • Johan Bygge shall be elected as the chairman of the board of directors for the period until the end of the next annual general meeting.
  • PricewaterhouseCoopers AB shall be re-elected as the Company’s auditor for the period until the end of the next annual general meeting.

Proposal on principles for the nomination committee and instructions for the nomination committee (item 12 of the agenda)

The nomination committee proposes that the principles for composition of the nomination committee shall remain unchanged from last year. Consequently, the nomination committee proposes that the Meeting resolves that Nobina shall have a nomination committee consisting of one representative of each of the three largest shareholders on the basis of the number of votes held as well as the chairman of the board of directors. The so largest shareholders shall be determined on the basis of the shareholding statistics provided by Euroclear Sweden AB on the last banking day in September 2020 and they will be contacted as soon as reasonably practicable thereafter by the Company. In the event that any of the three largest shareholders decides to abstain from the right to appoint a representative to the nomination committee, this right shall transfer to the shareholder that has the next largest shareholding on the aforementioned date. The names of the members of the nomination committee and of the shareholders they represent shall be made public not later than six months prior to the annual general meeting 2021. The mandate period of the nomination committee shall extend until the next nomination committee is appointed. If the members of the nomination committee do not agree otherwise, the member representing the largest shareholder on the basis of the number of votes held shall be appointed as chairman of the nomination committee. The chairman of the board of directors shall convene the first meeting of the nomination committee. In the event that a shareholder who has appointed a member ceases to be one of the three largest shareholders during the mandate period of the nomination committee, the appointed member shall resign and be replaced by a new member in accordance with the above procedures. However, unless there is specific reason, no changes shall occur in the composition of the nomination committee if only minor changes in ownership have occurred or if changes occur later than two months prior to the annual general meeting. A shareholder, which has appointed a member of the nomination committee, has the right to dismiss the member so appointed and appoint a new member. Changes in the composition of the nomination committee shall be made public on the Company’s website.

The nomination committee shall prepare and submit proposals to the general meeting on: the chairman of the meeting, members of the board of directors, chairman of the board of directors, fees to the board of directors as well as remuneration for committee work (if any), auditor and auditor fees. Furthermore, the nomination committee shall prepare and submit proposals to the general meeting on principles for the composition of the nomination committee and any changes regarding the instructions for the nomination committee.

The nomination committee shall perform its duties in accordance with the Swedish Corporate Governance Code. At the request of the nomination committee, the Company shall provide personnel resources, such as a secretarial function in the nomination committee, to facilitate its work. If and as required, the Company shall also reimburse the nomination committee for reasonable costs for external consultants that the nomination committee considers necessary for it to be able to fulfil its duties.

Proposal on guidelines for remuneration to the senior executives (item 13 of the agenda)

The board of directors’ proposal for a resolution in respect of guidelines for remuneration to the senior executives of Nobina contains the following main points:

  • The levels of remuneration shall be in line with market conditions, be competitive, and shall reflect the performance and responsibility of each senior executive.
  • Remuneration may consist of fixed cash salary, variable cash salary, pension benefits, non-financial benefits and severance pay.
  • Fixed cash salary shall be based on the scope and responsibility associated with the position, as well as the skills, experience and performance of each senior executive.
  • Variable cash salary shall be based on a set of predetermined and measurable performance criteria that reflects the key drivers for pursuing Nobina’s strategy, long-term interests and sustainable business practices. Such performance criteria shall reflect both Nobina’s overall and financial performance, as well as each senior executive’s performance.
  • Pension benefits shall be based on defined contribution, unless an individual senior executive is subject to defined benefit pension according to mandatory provisions of applicable collective bargaining agreements.
  • Non-financial benefits shall be based on market terms and shall facilitate the duties of senior executives.
  • A mutual termination period of six months applies between Nobina and the senior executives. Severance pay to the CEO of Nobina shall not exceed an amount corresponding to twelve months’ fixed cash salary and severance pay to the other senior executives shall not exceed an amount corresponding to six months’ fixed cash salary, provided that the employment is terminated by Nobina. In the event a senior executive terminates his or her employment, no severance shall be payable.
  • The board of directors may resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for such derogation and a derogation is necessary to serve Nobina’s long-term interests, or to ensure its financial viability.

In addition, senior executives may, on market terms, be offered to participate in various share-based long-term incentive programs. The overall purpose of such incentive programs shall be to align the interest of the senior executives with the interest of Nobina’s shareholders. Accordingly, such an incentive program shall promote a shareholding in the Company. Resolutions in respect of share-based long-term incentive programs shall be made at an annual general meeting or at an extraordinary general meeting.

Senior executives are Nobina’s CEO, each CEO of the subsidiaries, CFO, Director of HR, General Counsel and Director Operational Services and Director of Strategy and M&A.

Proposal on (item 14 of the agenda)

  1. implementation of a performance based share saving scheme
  2. authorisation for the board of directors to purchase and sell treasury shares within the scope of Nobina’s share saving schemes
  3. transfer of treasury shares to participants in Nobina’s share saving schemes
  4. equity swap agreement with third party

Background and rationale

Nobina carries out business in a competitive industry and its continued growth and profitability is (among other things) dependent on Nobina’s ability to retain and recruit key employees. Ahead of the annual general meeting 2017, the board of directors of Nobina explored the possibilities to implement a long-term incentive scheme to further incentivise Nobina’s key employees, which in turn was deemed to enhance Nobina’s ability to retain and recruit key personnel. The board of directors considered it to be of importance that such long-term incentive scheme aligned the interests of the key employees with the interests of Nobina’s shareholders. Accordingly, the board of directors concluded that a long-term incentive scheme of Nobina should promote a shareholding in the Company as well as an increase thereof. The board of directors stated that its intention was to propose similar long-term incentive schemes for the annual general meetings 2018 and 2019. The board of directors has now evaluated the long-term incentive schemes that were resolved upon at the annual general meetings in 2017–2019, respectively, and believes that the programmes have encouraged shareholdings in the Company and increased shareholdings among Nobina’s key employees. In light of the foregoing, the board of directors proposes that the Meeting once again shall implement a performance based share saving scheme (the “Share Saving Scheme”).

The board of directors also proposes that the board of directors shall be authorised to purchase not more than 1,139,885 treasury shares for the purposes of facilitating the implementation of the Share Saving Scheme, as well as to sell such treasury shares on Nasdaq Stockholm to cover costs for social security charges that may arise in connection with the previously adopted schemes.

The board of directors finally proposes that Nobina shall transfer not more than 912,638 treasury shares to the participants in the Share Saving Scheme (the “Participants”).

a. implementation of a performance based share saving scheme

The board of directors proposes that the Meeting resolves on the implementation of the Share Saving Scheme on the following main terms and conditions:

  1. The Share Saving Scheme shall comprise not more than 912,638 shares in Nobina.
  2. Up to 60 senior executives and other key employees of the Nobina group will be offered to become a Participant. The Participants will be divided into three categories as set out below.
  3. Participation in the Share Saving Scheme requires that a Participant purchases shares in Nobina (and/or uses shares already held by him/her) up to an amount corresponding to approximately 17% of such Participant’s annual fixed salary for 2020/2021 (the “Saving Shares”). The purchase of Saving Shares shall be made on Nasdaq Stockholm and must have been effectuated not later than 31 August 2020. The board of directors shall have the right to extend such date if a Participant is not permitted to purchase shares during this period or if the board of directors deem it reasonable on a case-by-case basis.
  4. Subject to (a) the Participant not divesting its Saving Shares during the period commencing on 30 June 2020 and ending on 29 June 2023 (the “Retention Period”); (b) the Participant’s continued employment in a position within the Nobina group that corresponds to or is higher than his/her current position during the Retention Period (the board of directors shall be authorised to waive this condition under extraordinary circumstances, for example, if the Participant’s employment is terminated as a result of long-term illness); and (c) subject to the performance criteria set out in section 5 below are satisfied, each Saving Share will entitle the Participant to an additional one to seven shares in Nobina (“Performance Shares”), in each case free of charge.
  5. The Performance Shares are subject to the following two different performance criteria during the Retention Period, of which each performance criteria can result in a maximum allocation of 50% of the total number of Performance Shares:
  1. The first performance criteria is based on the total shareholder return in Nobina (that is, the sum of the price change and reinvested dividends for the share during the performance period) during the Retention Period compared to the Nasdaq Stockholm OMX Nordic Mid Cap Index (with dividends reinvested, the “Index”). If the total shareholder return in Nobina during the Retention Period is:
    1. lower than the Index, the Participants will not be entitled to any Performance Shares;
    2. in line with the Index, 12.5% of the maximum number of Performance Shares will be allocated to the Participants;
    3. higher than the Index plus 17%, 50% of the maximum number of Performance Shares will be allocated to the Participants; and
    4. higher than the Index but below the Index plus 17%, the allocation of Performance Shares to the Participants will be linear in relation to the allocations set out in (ii) and (iii) above.
  2. The second performance criteria is based on total shareholder return in Nobina during the Retention Period compared to a performance target set by the board of directors in relation to Nobina’s business plan and internal cost of capital. If the total shareholder return in Nobina during the Retention Period is:
    1. lower than 16.5%, the Participants will not be entitled to any Performance Shares;
    2. 16.5%, the Participants will be allocated 12.5% of the maximum number of Performance Shares;
    3. 33% or higher, the Participants will be allocated 50% of the maximum number of Performance Shares; and
    4. higher than above 16.5% but below 33%, the allocation of Performance Shares will be linear in relation to allocation in accordance with (ii) and (iii) above.
  1. Before the number of Performance Shares to be allocated is finally determined, the board of directors shall evaluate if such allocation is reasonable, taking into consideration the results and financial position of Nobina, the conditions of the stock market and other circumstances. If the board of directors concludes that such allocation is not reasonable, the board of directors shall decrease the number of Performance Shares to be allocated as it deems reasonable.
  2. The maximum number of Performance Shares that a Participant will be entitled to receive for each Saving Share depends on which category such Participant belongs to:
Category # of individuals # of Performance Shares
President of Nobina 1 7
Other members of the group management of Nobina 8 5
Other key employees of Nobina 51 3
TOTAL 60
  1. In the event of Participants deciding not to participate or only to participate partially in the Share Saving Scheme there will be unallocated Saving Shares remaining. In such case, other Participants are to be given the possibility to apply to purchase additional Saving Shares so that such Participant’s total number of Saving Shares amounts to a maximum of approximately 25% of such Participant’s annual fixed salary for 2020/2021, provided however that any increase of the Participants’ total number of Saving Shares shall not result in a higher total number of shares in, or higher costs for, the Share Saving Scheme. The final allocation of such unallocated Saving Shares shall be made by the board of directors.
  2. Subject to the above conditions, the Performance Shares will be transferred to the Participants not later than 60 days after expiry of the Retention Period. The board of directors shall be entitled to postpone such date if the Participant is not permitted to acquire shares during this period.
  3. The number of Performance Shares (if any) may be recalculated in the event of a share split, reversed share split or similar events having an impact on the number of shares in Nobina.
  4. A Participant’s participation in the Share Saving Scheme requires that it is legally possible and appropriate in the jurisdiction in which such Participant is resident and that such participation, at Nobina’s sole discretion, is deemed possible with reasonable administrative and financial costs.
  5. The board of directors shall be responsible for the details and management of the Share Saving Scheme within the framework of this proposal.
  6. The board of directors is authorised to make such minor adjustments to this proposal, or to deviate therefrom, as may be required under applicable law, regulation, market practice or otherwise.

Costs for Share Saving Scheme

The costs for the Share Saving Scheme are based on the IFRS 2 reporting standards and will be amortised over the Retention Period.

The board of directors has made a preliminary cost calculation for the Share Saving Scheme, which is based on a SEK 84.5 price per share at final allocation, that the maximum number of Performance Shares is allocated following the Retention Period, an estimated annual staff turnover of 2.0% and that each Participant invests in Saving Shares up to the maximum amount. On the basis of the above assumptions, the value of each Performance Share has been set at SEK 19.8 (40.0% of SEK 49.6). The value of the Performance Shares has been calculated on the basis of a share price of SEK 63.5 at the implementation of the Share Saving Scheme, an estimate of the future volatility of the Nobina share as well as volatility and correlation between the Nobina share and the Index as well as a dividend growth of 10%.

In total, the above results in expected costs for the Share Saving Scheme of approximately SEK 17.1 million, excluding costs for social security charges. The costs for social security charges on the basis of an annual total shareholder return of the Nobina share of 10.0% until the time for allocation is approximately SEK 5.8 million. Such costs should be viewed in relation to Nobina’s total costs for salaries and other remuneration, which during 2019/2020 amounted to SEK 5,520 million, including social security charges.

Effects on key ratios

Nobina currently has 88,355,682 outstanding shares (one vote per share). The Company holds 2,208,321 treasury shares.

To implement the Share Saving Scheme, up to 912,638 treasury shares need to be acquired (excluding shares to cover costs for social security charges), corresponding to approximately 1% of the total number of outstanding shares and votes in Nobina. The transfer of such shares to the Participants in the Share Saving Scheme (free of charge) is estimated to have a dilutive effect on the yield per share of up to 1%. The transfer of up to 227,247 treasury shares on Nasdaq Stockholm to cover costs for social security charges does not have any dilutive effect on the yield per share as they are transferred at market price.

b. authorisation for the board of directors to purchase and sell treasury shares within the scope of Nobina’s share saving schemes

For the purposes of facilitating the transfer of Performance Shares under the Share Saving Scheme as well as to cover costs for social security charges that may arise in connection therewith, the board of directors proposes that the Meeting resolves to authorise the board of directors to purchase and sell treasury shares as follows:

  1. The board of directors is authorised to, at one or several occasions before the next annual general meeting, (a) purchase not more than 912,638 shares in Nobina for the purposes of securing the number of Performance Shares that shall be delivered to the Participants under the Share Saving Scheme and (b) purchase and sell not more than 227,247 shares in Nobina for the purposes of covering the costs for social security charges that may arise in connection therewith.
  2. The purchase and sale of shares shall be made on Nasdaq Stockholm at a price within the price range applicable at that time.

c. transfer of treasury shares to participants in Nobina’s share saving schemes

For the purposes of facilitating the transfer of Performance Shares under the Share Saving Scheme, the board of directors proposes that the Meeting resolves that Nobina shall transfer treasury shares as follows:

  1. Nobina may transfer not more than 912,638 shares in Nobina to the Participants.
  2. The Participants in the Share Saving Scheme shall have the right to receive shares, whereby each Participant shall be entitled to receive such number of shares, which he/she is entitled to under the Share Saving Scheme. Such right can be exercised by the Participant during the period in which such Participant is entitled to receive Performance Shares under the Share Saving Scheme, that is, within 60 days after the expiry of the Retention Period.
  3. The shares shall be transferred free of charge.
  4. The number of shares to be transferred may be recalculated in the event of a share split, reversed share split or similar events having an impact on the number of shares in Nobina.

The reason for deviating from the shareholders’ preferential rights in connection with the transfer of shares is to facilitate the transfer of Performance Shares under the Share Saving Scheme.

d. equity swap agreement with third party

In the event that the majority requirements applicable to the board of directors’ proposals under items b. and c. above are not satisfied (see “Voting majority” below), the board of directors proposes that the Meeting resolves that Nobina shall hedge its financial exposure under last year’s share saving scheme and the Share Saving Scheme by entering into an equity swap agreement with a third party, under which such third party shall, in its own name, purchase and transfer shares in Nobina to the participants in such schemes.

The board of directors notes that the main alternative for securing Nobina’s financial exposure under the share saving schemes is the purchase and transfer of treasury shares as set out in the board of directors’ proposals under items b. and c. above. The reason for this is that the costs for an equity swap agreement is typically significantly higher than the costs for purchasing and transferring treasury shares.

Preparation of the proposal

The Share Saving Scheme has been prepared by the remuneration committee, in consultation with the board of directors. The board of directors has adopted the proposal. Neither the CEO nor any other employees who may be offered to become a Participant has participated in the preparation or the adoption of the proposal.

Voting majority

The board of directors’ proposal under item a. above requires that more than half of the votes cast at the Meeting approve the proposal.

The board of directors’ proposal under item b. above requires that at least two thirds (2/3) of both the votes cast as well as the shares represented at the Meeting approve the proposal.

The board of directors’ proposal under item c. above requires that at least nine tenths (9/10) of both the votes cast as well as the shares represented at the Meeting approve the proposal.

The board of directors’ proposal under item d. above requires that more than half of the votes cast at the Meeting approve the proposal.

Proposal on authorisation for the board of directors to resolve on new issues of shares or convertibles (item 15 of the agenda)

The board of directors proposes that the Meeting authorises the board of directors to, at one or several occasions until the annual general meeting 2021, decide upon issues of shares or convertibles in the Company against payment in cash, in kind or through set-off or subject to other conditions and with the right to deviate from the shareholders’ preferential rights. The purpose of the authorisation and the reason for the possible deviation from the shareholders’ preferential rights is to facilitate the raising of capital for acquisitions. The authorisation shall be limited whereby the board of directors may not resolve to issue shares and/or convertibles that involve the issue of or conversion into shares corresponding to more than 10.0% of the total number of shares in the Company at the time of the issue resolution, corresponding to an issuance of 8,835,568 shares calculated on the basis of the current number of shares issued by the Company. To the extent new issues of shares are made with deviation from the shareholders’ preferential rights, such issues shall be made on market conditions.

In order for the resolution to be valid, it must be supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and of the shares represented at the Meeting.

Proposal on amendments of the articles of association (item 16 of the agenda)

The board of director proposes that item ten of Nobina’s articles of association shall be amended and shall read in accordance with below, in order to prevent contradiction between the provision and the expected amended wording of the Swedish Companies Act. Further, the board of directors proposes that certain editorial amendments shall be made to the articles of association.

”Aktieägare som vill delta i förhandlingarna vid bolagsstämma skall anmäla detta till bolaget senast den dag som anges i kallelsen till stämman.

Aktieägare får vid bolagsstämman medföra ett eller två biträden, dock endast om aktieägaren gjort anmälan härom enligt föregående stycke.

Shareholders who wish to participate in the shareholders’ meeting shall notify the company not later than the day set forth in the notice of the meeting.

A shareholder may have one or two counsels at the general meeting provided that the shareholder have notified about this in accordance with previous section.”

In order for a resolution to be valid, it requires that at least two thirds (2/3) of both the votes cast as well as the shares represented at the Meeting approve the proposal.

Available documents

The annual report, the auditor’s report and complete proposals will be made available at the Company’s offices, Armégatan 38, SE-171 71 Solna, Sweden, in accordance with the requirements of the Swedish Companies Act and will be sent to shareholders who so request and who inform the Company of their mailing address. The documents will also be made available on the Company’s website, www.nobina.com. All documents above will be presented at the Meeting.

The nomination committee’s statement on its proposal regarding the board of directors is available on the Company’s website as from today.

Shareholders’ right to request information

At the Meeting, shareholders have the right to information – should the board of directors consider that this can occur without significant damage to the Company – on circumstances that could impact on the evaluation of an item on the agenda and relationships that could impact on the evaluation of the Company’s or its subsidiaries financial situations.

Processing of personal data

For information on how personal data is processed in connection with the Meeting, see the privacy notice available on Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Other information

The Company currently has 88,355,682 outstanding shares (one vote per share). The Company holds 2,208,321 treasury shares.

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