Shareholders of
Notification, etc.
Shareholders who wish to participate at the Annual General Meeting must:
- both be listed in the register of shareholders maintained by
Euroclear Sweden AB onThursday, April 25, 2024 , and -
notify the Company of their intention to attend the AGM, no later than on
Monday, April 29, 2024 , to the addressByggmax Group AB (publ), c/o Advokatfirman Lindahl KB, Studentgatan 6, 211 38 Malmö,Sweden (Labeled "Annual General Meeting"), or by e-mail to byggmax@lindahl.se.
When giving notice of participation, shareholders must state: their name, personal ID/corporate registration number (or equivalent), address, telephone number, shareholding in the Company, the names of any advisers (maximum two) and, when applicable, the name of a proxy or legal representative.
Trustee registered shares
To be able to participate at the AGM, shareholders who have registered their shares in the name of a trustee must request registration of the shares in their own names in the register maintained by
Proxies
Shareholders who intend to be represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, an attested copy of the certificate of registration or its equivalent for the legal entity must be enclosed with the notice of participation. The period of validity of the power of attorney is permitted to extend to five years from the date of issue. An original of the power of attorney and, when applicable, the certificate of registration should be submitted to the Company at the above address, in good time, prior to the AGM. The Company provides proxy forms on request and these are also available from the Company's website, www.byggmax.com.
Number of shares and votes
The Company had a total of 58,625,045 shares and votes at the date of issue of the notification. The Company does not own any of its own shares.
Proposed agenda
- Opening of the Meeting and election of the Chairman for the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the Meeting has been duly convened
- Presentation of the Annual Report and the Auditors' Report, as well as the Consolidated Financial Statements and the Consolidated Auditor's Report
- Address by the Managing Director
- Resolution regarding the adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
- Resolution regarding the appropriation of the Company's profit in accordance with the adopted balance sheet
- Resolution regarding discharge from liability of the Board of Directors and the Managing Director
- Determination of the number of Board members, auditors and deputy auditors
- Determination of fees for members of the Board of Directors and auditor
- Election of Board members, Chairman of the Board and auditor
- Submission of the remuneration report for approval
- Resolution regarding authorization for the Board of Directors to resolve on issue of shares, warrants and/or convertible instruments
- Resolution regarding authorization for the Board of Directors to resolve on acquisitions and transfer of own shares
- Resolution regarding incentive program, comprising a private placement and assignment of warrants
- Resolution regarding guidelines for the remuneration of Board members and Company Management
- Close of the Meeting
Proposals for resolution
The Nomination Committee, which comprises of Anders Algotsson, AFA Försäkring;
Item 1 -- Election of Chairman for the Meeting
The Nomination Committee proposes the election of
The Board proposes that a dividend for the financial year 2023 be paid in an amount of
Furthermore, it is proposed that the remaining profits be carried forward.
Item 11 - Determination of the number of Board members, auditors and deputy auditors
The Nomination Committee proposes that the number of Board members elected by the Annual General Meeting is six (six according to the resolution from the AGM 2023). Furthermore, the Committee proposes one auditor with no deputy.
Item 12 - Determination of fees for members of the Board of Directors and auditor
The Nomination Committee proposes a fee of
The Nomination Committee also proposes that fees to the auditor are paid against approved invoices.
Item 13 - Election of Board members, Chairman of the Board and auditor
The Nomination Committee proposes the re-election until the end of the next Annual General Meeting of the following Board members:
A presentation of all proposed Board members is available on the Company's website, www.byggmax.com.
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, the re-election of the Company's current auditor, the registered accounting firm Öhrlings
Item 14 - Submission of remuneration report for approval
The Board of Directors proposes that the Annual General Meeting resolves to approve the remuneration report in accordance with Chapter 8, Section 53 of the Swedish Companies Act.
Item 15 - Resolution regarding authorization of the Board of Directors to issue new shares, warrants and/or convertible instruments
The Board of Directors proposes it be authorized to, with or without deviation from shareholders' preferential rights and on one or several occasions during the period until the next Annual General Meeting, resolve to increase the Company's share capital by issuing new shares, warrants or convertible instruments. The number of shares that such issues may comprise may be equivalent to a maximum of ten percent of the share capital of the Company at the time of the Annual General Meeting's resolution on the authorization.
Any issues with deviation from shareholders' preferential rights shall be conducted under market conditions, subject to issue discounts in line with market practice, and payment may, apart from payment in cash, be made in kind or by set-off or otherwise be coupled with conditions pursuant to the Swedish Companies Act.
Other conditions for issues pursuant to this authorization, including to whom an issue is directed, shall be left for the discretion of the Board of Directors. The purpose of the authorization and the reasons for any deviation from shareholders' preferential rights is to finance acquisitions or otherwise to capitalize the Company in a time- and cost-effective way.
The Managing Director, or any person appointed by the Board of Directors, shall be authorized to make minor amendments to the Annual General Meeting's resolution and to take those measures that are required in connection with the registration of the resolution.
A resolution in accordance with this proposal is valid only where supported by shareholders holding not less than two thirds of both the votes cast and the shares represented at the General Meeting.
Item 16 - Resolution regarding authorization of the Board of Directors to resolve on acquisitions and transfers of own shares
The Board of Directors proposes it be authorized to, on one or several occasions during the period until the next Annual General Meeting, resolve on acquisitions of own shares as follows:
- Acquisition may take place provided that the Company's holding does not at any time exceed five per cent of all shares in the Company.
- Acquisition may take place on Nasdaq Stockholm.
- Acquisitions on Nasdaq Stockholm may only occur at a price per share within the price interval registered at any given time, i.e. the interval between the highest bid price and the lowest selling price.
- Payment for the shares shall be made in cash.
The Board further proposes it be authorized to, on one or several occasions during the period until the next Annual General Meeting, resolve on transfer of the Company's own shares as follows:
- All treasury shares held by the Company at any given time may be transferred.
- Transfer of own shares shall be made either on Nasdaq Stockholm or in another manner with deviation from shareholders' preferential rights.
- Transfer of shares on Nasdaq Stockholm may only occur at a price per share within the price interval registered at any given time, i.e. the interval between the highest bid price and the lowest selling price. Transfer of own shares in another manner shall be conducted under market conditions, subject to issue discounts in line with market practice.
- Payment for transferred shares may, apart from payment in cash, be made in kind or by set-off.
The purpose of the authorization to acquire and transfer own shares is to provide the Board of Directors with greater freedom of action in relation to the Company's capital structure, and to make it possible for the Company to finance acquisitions with own shares. The possibility to deviate from the shareholders' preferential rights when transferring own shares is motivated by the fact that such a transfer can be done more rapidly and more cost efficient than by a transfer to the shareholders. If, in connection with an acquisition, the Company's own shares are transferred against compensation in any other form than cash, the Company cannot provide the shareholders the opportunity to exercise their preferential rights.
A resolution in accordance with this proposal is valid only where supported by shareholders holding not less than two thirds of both the votes cast and the shares represented at the General Meeting.
Item 17 - Resolution regarding incentive program, comprising a private placement and assignment of warrants
The Board of Directors proposes that the Annual General Meeting resolve on a long-term incentive program as follows, comprising the private placement of a new issue of warrants and the assignment of warrants.
Background and motive
The Board of Directors deems it important and in the interest of all shareholders that the employees of the
A warrants-based incentive program for the
In light of the terms and conditions, the size of the allocation and other circumstances, the Board of Directors is of the opinion that the proposed incentive program, in accordance with the following, is both reasonable and advantageous for the Company and its shareholders.
Allotment and general terms and conditions for the warrants
A maximum issue of 440,000 warrants is proposed. The warrants are intended to be offered to employees at market rates in even lots of 1,000 warrants. Participants in the incentive program are divided into two categories. The Board of Directors of the Company should be empowered to decide on allocation of the warrants in accordance with the following guidelines:
Category | No. of participants in the category | Guaranteed allocation of warrants per participant |
Managing Director | 1 | 200,000 |
Other management | 6 | 40,000 |
Total | 7 | 440,000 |
All warrants are to be issued free of any consideration to
Each warrant entitles the holder, during the period from
The calculation of the market value and calculation of the subscription price for subscription for new shares in the Company shall be performed by People & Corporate Performance, or, if this is not possible, another independent rating agency.
The subscription price and number of shares that every warrant entitles the holder to subscribe for is recalculated in the event of a split, a reverse split, new share issues, etcetera in accordance with customary conversion rules. Furthermore, in accordance with customary terms, warrants should be possible to exercise prematurely in the event of a compulsory redemption of shares, liquidation or merger whereby the Company is absorbed into another company.
A prerequisite for the allocation of warrants is that the participant signs a pre-emption agreement with the Subsidiary.
Costs, dilution effects and effects on relevant key ratios
It is proposed that the participants' acquisition of warrants is subsidized by the
Based on a price for the Company's share of
Calculated on the basis of the above-mentioned estimated warrant value, the incentive program is expected to incur costs of a maximum of approximately
The proposed incentive program comprises a maximum of 440,000 warrants that can be utilized for subscribing for a maximum of 440,000 shares, which corresponds to a dilution effect of a maximum of approximately 0.7 per cent based on the number of shares and votes in the Company after the exercise of the warrants. The Company's share capital can increase by a maximum of
In total, 830,000 warrants are outstanding and held by participants in the incentive program decided at the 2019 Annual General Meeting. In total, 480,000 warrants are outstanding and held by participants in the incentive program decided at the 2021 Annual General Meeting. In total, 500,000 warrants are outstanding and held by participants in the incentive program decided at the 2022 Annual General Meeting. In total, 466 000 warrants are outstanding and held by participants in the incentive program decided at the 2023 Annual General Meeting. No more warrants may be transferred to participants in these incentive programs. Outstanding warrants from the incentive program decided at the 2019, 2021, 2022 and 2023 Annual General Meetings together with the proposed incentive program comprise a maximum of 2,716,000 warrants that can be exercised for subscription of a maximum of 2,716,000 shares in total, which corresponds to a dilution effect of a maximum of approximately 4.4 percent based on the number of shares and votes in the Company after the exercise of the warrants. The Company's share capital can increase by a maximum of
Dilution and the costs of establishing and administering the incentive program are expected to have a marginal impact on the
Preparation of the proposal
The proposal has been prepared by the Board of Directors as a whole and elaborated in consultation with major shareholders and external advisors and has been discussed at board meetings in early 2024.
Majority requirement
A resolution in favor of the proposal requires the support of shareholders representing a minimum of nine tenths of the votes cast and nine tenths of the shares represented at the Annual General Meeting.
Outstanding and previous share-related incentive programs
At the 2019, 2021, 2022 and 2023 Annual General Meetings, the Company resolved to adopt an incentive program, comprising private placements and assignments of warrants to the Managing Director and other management. The warrants were issued free of any consideration to the Subsidiary, to later, in turn, be assigned to the participants in the incentive programs.
The program from 2019 comprised a total of 1,280,000 warrants, of which 830,000 warrants are outstanding and are held by participants in the incentive program. Each warrant entitles the holder to subscribe for one new share in the Company in the period from
The program from 2021 comprised a total of 640,000 warrants, of which 480,000 warrants are outstanding and are held by participants in the incentive program. Each warrant entitles the holder to subscribe for one new share in the Company in the period from
The program from 2022 comprised a total of 640,000 warrants, of which 500,000 warrants are outstanding and are held by participants in the incentive program. Each warrant entitles the holder to subscribe for one new share in the Company in the period from
The program from 2023 comprised a total of 580,000 warrants, of which 466,000 warrants are outstanding and are held by participants in the incentive program. Each warrant entitles the holder to subscribe for one new share in the Company in the period from
The participants in the warrant programs have entered into a pre-emption agreement.
The Board of Directors intends to implement incentive programs on an annual basis.
Item 18 - Resolution regarding guidelines for the remuneration of Board members and Company Management
The Board proposes that the Annual General Meeting passes a resolution on, with some minor adjustments, unchanged guidelines for determining remuneration and other terms of employment for Board members and senior executives ("Company Management") according to the following.
Application and validity period
The guidelines apply to members of the Board and senior executives. The guidelines shall be valid until further notice, but no longer than until the 2028 Annual General Meeting, and shall apply to future remuneration that is agreed upon, and changes to remunerations already agreed upon, from the time the guidelines have been adopted by the 2024 Annual General Meeting. The guidelines do not comprise remuneration resolved by the General Meeting.
The guidelines' contribution to business strategy, long term interests and sustainability
An overall objective of the business of the Company is to create a long-term increase of value for the shareholders. The Company holds a strong market position in the Nordic do-it-yourself-market and the objective is to continue to grow with good profitability. The business idea is in short to sell construction products and related products to homeowners at the lowest price. Since the Company is part of society and will continue to exist for a long time to come, the Company also contributes to a sustainable development. The Company will do so by, among other things, decreasing the Company's carbon dioxide emissions over time. Further information regarding the Company's business strategy, long term interests and sustainability work can be found on the Company's website (www.byggmax.com).
The implementation of the Company's business strategy and the safeguard of the Company's long-term interests and sustainability requires that the Company, in relation to each country of employment, has competitive and market-based remunerations and terms of employment, in order to retain, and when needed, recruit senior executives with the competence and experience required. The overall remuneration shall be based on the position, the individual performance, the Group's earnings and that the remuneration shall be market based and competitive in the country of employment.
Process for preparation, monitoring and evaluation of the guidelines
The Board shall set up a Remuneration Committee with the main task of preparing the resolutions of the Board regarding principles of remuneration, remuneration and other employment terms for senior executives. The Remuneration Committee shall thus prepare proposals to guidelines regarding remuneration to members of the Board and senior executives, to be submitted before the Annual General Meeting for resolution at least every fourth year. The Remuneration Committee shall also monitor and evaluate ongoing programs and programs that have terminated during the year regarding variable remunerations for the Company Management and monitor and evaluate the application of the guidelines for remuneration for members of the Board and senior executives resolved by the General Meeting and structures of remuneration as well as levels of remuneration in the Company. The Chairman of the Board may be the Chairman of the Committee. Other Board members elected by the General Meeting shall be independent in relation to the Company and the Company Management. If the Remuneration Committee hires an external consultant for its work, the Committee must ensure that no conflict of interest exists in relation to other assignments for the Company or the Company Management.
If the Board finds it more appropriate in relation to the purpose, the entire Board may fulfill the tasks of the Remuneration Committee, with the prerequisite that members of the Board of Directors who are part of the Company Management do not take part in the work. When the Board prepares and resolves upon questions related to remuneration, the Managing Director and other members of the Company Management shall not be attending, to the extent that they are affected by the questions.
Remuneration
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
Total remuneration to senior executives may comprise a fixed salary, variable salary in the form of short-term incentives (STIs) based on annual performance targets, long-term incentives (LTIs) based on performance over a multi-year period as well as pension and other benefits. In addition to the aforementioned come the terms for notice of termination and severance pay. Fixed salaries should be set below market averages. However, overall remuneration, including STIs and LTIs, entails that the market average may be exceeded. Total remuneration should be reviewed annually to ensure that it reflects market rates and is competitive. Comparisons should take into consideration the position, the Company's size, the level of salary and the individual's experience.
Fixed salary
Fixed salary comprises the basis for total remuneration. The fixed salary should relate to the relevant market and reflect the scope of the responsibility entailed by the position.
Variable salary (Short-Term Incentives "STI")
In addition to fixed salaries, senior executives may receive STIs for performance that surpasses one or more predetermined performance targets during the fiscal year. The performance targets shall be designed so as to contribute to the Company's business strategy, long-term interests and sustainability. Remuneration from the STI program is limited to a maximum of 100 percent of the fixed salary for the Managing Director and 40 percent of the fixed salary for other senior executives, which means that the Company can immediately calculate the maximum variable remuneration level. STI shall to an extent of at least 40 percent be dependent on EBITA or other quantitative measures. The remaining part of the STI may be dependent on individualized qualitative measures. The maximum cost of the
Long-Term Incentives "LTI"
Senior executives may be offered incentive programs which mainly shall be share-related or share price-related. An incentive program shall be aimed at improving the participants' commitment to the further development of the Company and be implemented on market terms. Share-related and share price-related incentive programs shall be resolved by the General Meeting and are therefore not comprised by these guidelines.
Pension
Where possible, pension agreements should be premium-based and designed in accordance with the levels and practices applicable in the country where the senior executive is employed. Pension provisions shall be made for senior executives equal to a maximum of 30 percent of the fixed yearly salary, unless mandatory rules or local practices require further pension provisions. The retirement age for the Managing Director and other senior executives is 65.
Other benefits
Other benefits, in the form of for example health insurance and car benefit, may be provided in accordance with the conditions that apply in the country where the senior executive is employed. However, the value of all such benefits should be as limited in scope as possible relative to the total remuneration, unless mandatory rules or local practices require further benefits.
Notice period and severance pay
Senior executives should be offered terms complying with prevailing legislation and practices in the country of employment of the senior executive. Upon cessation of the employment the notice period may not exceed 12 months. Salary during the notice period and severance payment may not exceed the fixed salary for 12 months. If the notice of termination of employment is made by the senior executive, the notice period may not exceed 6 months and there shall be no right to severance pay. During the notice period, senior executives should be prevented from working in a competing business. In specific cases, a non-compete clause against continued compensation may be applicable for a period of up to 24 months after termination of the notice period. Such monthly remuneration may not exceed 60 percent of the fixed monthly salary and may be paid only to the extent that the previous senior executive lacks the right to severance pay.
Board member's work
If a Board member carries out work on behalf of the Company besides board work, consultancy fees and other remuneration for such work may be paid following a specific decision by the Board. No remuneration shall be paid for board work apart from the remuneration resolved by the General Meeting.
Derogation from the guidelines
The Board may 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. If the Board resolves to derogate from the guidelines for the remuneration of the Board members and Company Management, this shall be accounted for at the next Annual General Meeting.
Information concerning the Annual General Meeting
The Board of Directors and the Managing Director must, if a shareholder so requests and the Board of Directors considers it possible without this resulting in material damage to the Company, provide information concerning conditions that could influence the assessment of an item on the agenda, conditions that could influence assessments of the financial condition of the Company or subsidiaries and the Company's relationship to other Group Companies.
Documentation for the Annual General Meeting
The financial statements and auditors' report, the auditors' opinion on the application of guidelines for the remuneration of senior executives, a complete set of proposals for the resolutions, and, where applicable, reasoned opinions as well as other documents pursuant to the Swedish Companies Act will be available from the Company at Lindhagensgatan 112, 112 51
Processing of personal data
For information regarding the processing of your personal data in connection with the Annual General Meeting, please refer to the privacy policy available on
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
___________________
The Board of Directors
For further information, please contact:
Helena Nathhorst, CFO
Mobile: +46 76 119 00 40
E-mail: helena.nathhorst@byggmax.se
Mobile: +46 76 119 01 84
E-mail: karl.sandlund@byggmax.se
About
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