ELTEL AB The shareholders of
Notifications, etc.
Shareholders who wish to participate in the Annual General Meeting shall:
- be registered in the share register kept by
Euroclear Sweden AB on3 May 2024 ; and -
give notice of their intention to participate in the Annual General Meeting in accordance with the instructions under the heading Participation at the Annual General Meeting venue below, or alternatively submit a postal vote in accordance with the instructions under the heading Participation through postal voting below no later than on
7 May 2024 .
Participation at the Annual General Meeting venue
Shareholders who wish to participate at the Annual General Meeting venue, in person or via proxy, must notify the company of this no later than on
Shareholders who participate via proxy must at the Annual General Meeting present a dated power of attorney signed by the shareholder and other authorisation documents and are asked to submit copies of such documents to the company in connection with the notification in accordance with the above. Power of attorney forms are available at the company's website, www.eltelgroup.com, and may also be ordered by contacting the company.
Participation through postal voting
The Board of Directors of
Shareholders who wish to participate through postal voting shall send a completed and signed form for postal voting by mail to:
The shareholder 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 at https://anmalan.vpc.se/EuroclearProxy.
If the shareholder submits its postal vote through a proxy, a dated power of attorney signed by the shareholder, and other authorisation documents, should be attached to the postal voting form. Power of attorney forms are available on the company's website, www.eltelgroup.com, and may also be ordered by contacting the company.
Shareholders who wish to participate at the Annual General Meeting venue, either in person or through a proxy, must notify the company of this in accordance with the instructions under the heading Participation at the Annual General Meeting venue above. This means that notification through postal voting alone is not sufficient for shareholders who wish to participate at the Annual General Meeting venue.
Shares registered in the name of a custodian
Shareholders whose shares are registered in the name of a custodian (in custody account) through a bank or through another authorised depositary must request to be temporarily registered for voting rights in the share register kept by
Agenda
- Opening of the meeting
- Election of Chairman of 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 by the CEO
- Presentation of the annual report and the auditor's report as well as the consolidated financial statement and the group auditor's report
- Resolution regarding adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and the consolidated balance sheet
- Resolution regarding appropriation of the company's result according to the adopted balance sheet
- Resolution regarding discharge from liability for the members of the Board of Directors and the CEO
- Resolution regarding the number of members of the Board of Directors and auditors
- Resolution regarding remuneration to the members of the Board of Directors and auditors
- Election of members of the Board of Directors and Chairman of the Board of Directors
- Election of auditor
- Resolution regarding approval of the remuneration report
- Resolution regarding adoption of guidelines for remuneration to the senior executives
- Resolution regarding share-based long-term incentive program 2024 including amendment of the articles of association etc.
- Resolution regarding authorisation for the Board of Directors to resolve on issuance of new shares
- Resolution regarding authorisation for the Board of Directors to resolve on repurchase and transfer of the company's own shares
- Closing of the meeting
Nomination Committee
The Nomination Committee consists of Gustaf Backemar (Chairman) (appointed by Solero Luxco S.á r.l., a company controlled by Triton Funds),
Proposed resolutions etc.
Item 2: Election of Chairman of the meeting
The Nomination Committee proposes that
Item 10: Resolution regarding appropriation of the company's result according to the adopted balance sheet
The Board of Directors' proposal regarding appropriation of the company's result is presented in the annual report for the financial year 2023, which is available as set out below. The Board of Directors does not propose any dividend.
Item 12: Resolution regarding the number of members of the Board of Directors and auditors
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the Board of Directors shall consist of five ordinary members with no deputy board members and that one registered auditing company shall be elected as auditor of the company with no deputy auditor.
Item 13: Resolution regarding remuneration to the members of the Board of Directors and auditors
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, (i) the remuneration for the members of the Board of Directors shall be a total of
Item 14: Election of members of the Board of Directors and Chairman of the Board of Directors
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting,
Item 15: Election of auditor
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, that
Item 16: Resolution regarding approval of the remuneration report
The Board of Directors' remuneration report in respect of the financial year 2023 provides an outline of how the guidelines for remuneration of senior executives of the company which were adopted by the Annual General Meeting on
The Board of Directors proposes that the Annual General Meeting approves the remuneration report.
Item 17: Resolution regarding adoption of guidelines for remuneration to the senior executives
The Board of Directors shall prepare proposal for new guidelines for remuneration of the senior executives where significant amendments of the guidelines become necessary, however at least every fourth year. In light of that the Guidelines 2020 were adopted by the Annual General Meeting on
Scope and applicability of the guidelines
These guidelines for remuneration to senior executives cover remuneration to the Board of Directors, the CEO, the Deputy CEO and other senior executives (the Group Management Team). The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after the adoption of the guidelines by the Annual General Meeting 2024. The guidelines apply until the general meeting resolves to adopt new guidelines for remuneration to senior executives. These guidelines do not apply to any remuneration decided or approved by the general meeting, e.g. remuneration to the Board of Directors and long-term incentive programmes, which are decided separately by the general meeting of shareholders.
The Board of Directors shall be entitled to temporarily deviate from these guidelines, in whole or in part, if special reasons justifies doing so in an individual case and such deviation is necessary in order to meet the Company's long-term interests and sustainability or to ensure the company's financial viability. If such a deviation occurs, it must be reported in the Remuneration Report before the next Annual General Meeting. As set out below, the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration related matters, including potential matters regarding deviation from the guidelines.
The guidelines' promotion of the company's business strategy, long-term interest and sustainability
The Board of Directors considers that a prerequisite of the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain a highly competent management with capacity of achieving specified goals. To this end, it is necessary that the company can offer competitive remuneration to motivate senior executives to do their utmost. Variable cash remuneration covered by these guidelines shall be based on criteria that aim at promoting the company's business strategy and long-term interests, including its sustainability, and where the fulfilment of the criteria is determined by the method set out below. For a description of the company's strategy, please refer to www.eltelgroup.com/investors/investor-information/strategy-and-targets/.
Forms of remuneration, etc.
The remuneration to senior executives shall be based on market terms. The remuneration may consist of fixed base salary, variable remuneration, pension, and certain other benefits. In addition, the general meeting may - regardless of these guidelines - resolve on share-related or share price-related remuneration.
Fixed base salary
Fixed base salary for senior executives are reviewed yearly and in accordance with local practices. The fixed base salary constitutes 60-80% of total remuneration excluding LTI and assuming a 50% outcome of STI.
Cash short-term incentives (STI)
The aim of the short-term incentive is to reinforce the right performance and behaviours - financially and operationally - and to align the individual performance with the company's business strategy, long-term interests, and sustainability.
The key performance criteria for senior executives are primarily financial and include Net sales, EBITA,
The minimum financial performance of the company for any STI pay-out is defined by the Board of Directors as a level of result in EBITA. This level is set to guarantee a lowest level of earnings for the company before any STI pay-out is made.
The short-term incentives can amount to a maximum of 80% of the fixed base salary for the CEO and 60% for other senior executives. At full outcome, the short-term incentives can amount to a maximum of 45% of total remuneration for the CEO and maximum of 40% for other senior executives.
Unless otherwise provided by mandatory law or obligations in applicable collective bargaining agreements, short-term incentives shall not entail any deposition of pension.
The STI is paid in connection with the ordinary monthly salary that is paid four months after the end of the qualifying period. The company is not able to recover remuneration paid out as STI.
In specific situations, for example in relation to potential divestments, M&A or specific projects, the company may offer cash bonuses that are conditional on the success of the specific transaction or project.
Long-term Incentives (LTI)
Senior executives can be offered share-related or share price-related remuneration. LTI are intended to improve the participants' commitment to the company's development and they shall be implemented on market-based terms. Resolutions on incentive programmes related to shares and share prices must be passed at the general meeting and are therefore not covered by these guidelines.
Other benefits
Pension
Senior executives are offered pension benefits that are primarily based on defined insurance payments and in accordance with local practices. The pension benefits are generally funded through payments to insurance companies or trustee-administered funds.
Company car, etc.
Senior executives are offered a company car and other benefits (such as allowances to physical activity, personal health, lunch facilities, health insurance etc) in accordance with local rules, regulations, and practices in each country.
Other benefits constitute 4-14% of total remuneration excluding LTI and assuming a 50% outcome of STI.
Notice of termination and severance pay
The senior executives' employment or contractual agreements shall be valid until further notice or for a specified period of time.
The notice period is twelve months for the CEO in the event of termination by the company and twelve months in the event of termination by the CEO. In the event of termination by the company, the CEO is entitled to a severance pay equivalent of twelve months' fixed base salary and payable in one sum. The total amount of the salary and severance payment for the CEO may not exceed an amount corresponding to two years' fixed base salary.
The notice period is twelve months for other senior executives in the event of termination by the company and six months in the event of termination by other senior executives. No other senior executive than the CEO is entitled to severance payment.
Salary and terms of employment for employees
In preparing the Board of Directors' proposal for these remuneration guidelines, the salaries, and terms of employment for the company's employees have been taken into account.
Information about employees' total remuneration, components of their remuneration as well as increases in remuneration and increases over time have been obtained and have constituted a part of the Remuneration Committee's and the Board of Directors' decision basis in their evaluation of the fairness of the guidelines and the limitations arising from them.
The resolution process
The Board of Directors shall prepare a proposal for new guidelines when there is a need for significant changes to the guidelines, however at least every four years. The Board of Directors' proposal is prepared by the Remuneration Committee. The chairman of the Board of Directors may chair the Remuneration Committee. In order to manage conflicts of interest, other members of the Remuneration Committee who are elected by the Annual General Meeting must be independent in relation to the company and the senior executives.
The Remuneration Committee shall, inter alia, monitor and evaluate the application of the guidelines for remuneration to senior executives decided by the Annual General Meeting. When the Remuneration Committee has prepared the proposal, it is submitted to the Board of Directors for decision. The CEO or other senior executives shall not be present while the Board of Directors address matters related to remuneration and passes resolutions about them, insofar as they are affected by the matters.
If the Annual General Meeting does not resolve to adopt guidelines when there is a proposal for such, the Board of Directors shall submit a new proposal no later than the next Annual General Meeting. In such cases, remuneration shall be paid in accordance with the current guidelines or, if no guidelines exist, in accordance with the company's practice.
External advisors are used in the preparation of remuneration-related matters when deemed necessary.
Review of the guidelines
A review of the guidelines for remuneration to senior executives which were adopted by the Annual General Meeting 2020 has been made. No opinions from the shareholders have been submitted in respect of the aforementioned guidelines. The proposed changes pursuant to this proposal do not entail any material changes compared to the guidelines adopted by the Annual General Meeting 2020.
Item 18: Resolution regarding share-based long-term incentive program 2024 including amendment of the articles of association etc.
The Board of Directors proposes that the General Meeting pass a resolution on the implementation of a share-based long-term incentive program 2024 (LTIP 2024). Below is a description of the main contents of the proposal.
- Terms of the LTIP 2024
The Board of Directors want to implement a long-term incentive program for senior executives and other key individuals in order to encourage a personal long-term ownership in the company, and in order to increase and strengthen the potential for recruiting, retaining and motivating such senior executives and key individuals. Therefore, the Board of Directors proposes that the General Meeting approves the implementation of LTIP 2024 for senior executives and key individuals within the company.
Participants will, after a qualifying period and assuming an investment of their own in Eltel Shares, be given the opportunity to, without consideration, receive allotment of Eltel Shares (defined below) and, if applicable, exercise options issued by the company. The number of allotted Eltel Shares and, if applicable, options will depend on the number of Eltel Shares that they have purchased themselves and on the fulfilment of certain performance requirements. Eltel Shares are ordinary shares in the company ("Eltel Shares"). The term of LTIP 2024 is three years.
LTIP 2024 will be directed towards a maximum of twenty-two (22) senior executives and other key individuals in the
For each acquired Savings Share, the participant shall be entitled to, after a certain vesting period (defined below), provided continued employment and dependent on the fulfilment of certain performance requirements during the financial years 2024-2026, receive allotment of Eltel Shares ("Performance Shares") and, if applicable, exercise options issued by the company ("Performance Options").
The performance requirements are linked to certain financial key figures. The participant shall not pay any consideration for the allotted Performance Shares and, if applicable, Performance Options.
The participant shall, if applicable, have the right to exercise the Performance Options commencing on the day after the end of the vesting period and during two weeks thereafter ("Exercise Period"). The exercise price when the participant exercises the Performance Option shall correspond to 120 percent of the volume-weighted average price according to Nasdaq Stockholm's official price list for the Eltel Share during the first ten trading days that directly follows after
Allotment of Performance Shares and Performance Options within LTIP 2024 will be made during a limited period of time following the latter of the date of (i) the presentation of the first quarterly report for the first quarter of 2027, and (ii) the first record date for dividends decided by the Annual General Meeting 2027. The period up to this date is referred to as the qualification period (vesting period).
In order for the participant to be entitled to receive allotment of Performance Shares and, if applicable, Performance Options, it is assumed that the participant remains an employee of the
The participant can receive allotment of a maximum of eight (8) Performance Shares and, if applicable, eight (8) Performance Options per Savings Share. The Participant's Performance Shares and, if applicable, Performance Options, respectively, shall be capped to an amount. The outcome shall be capped for Performance Shares and Performance Options, respectively, in the event the volume-weighted average price according to Nasdaq Stockholm's official price list for the Eltel Share during the last ten trading days in
The Board of Directors shall, in accordance with the resolutions by the General Meeting set forth herein, be responsible for the detailed design and implementation of LTIP 2024. The Board of Directors may also decide on the implementation of an alternative cash based incentive for participants in countries where the acquisition of Savings Shares or allotment of Performance Shares and/or Performance Options (if applicable) is not possible, as well as if otherwise considered appropriate. Such alternative incentive shall to the extent practically possible be designed to correspond to the terms of LTIP 2024. The intention is that the Board of Directors shall launch LTIP 2024 in
In the event that the general meeting does not resolve in accordance with item C with the required majority, the Company shall hedge itself against the financial exposure that LTIP 2024 is expected to entail, by the company entering into a share swap agreement with a third party in accordance with what is stated in item D below.
- Amendments of the Articles of Association and authorization for the Board of Directors to resolve to transfer on Nasdaq Stockholm
The General Meeting's adoption of recurring long-term incentive programmes for the company's senior executives and other key individuals consisting of, inter alia, LTIP 2022, LTIP 2023 and the proposed LTIP 2024 entails that the company needs to increase the limit for the maximum number of class C shares specified in the Articles of Association. The Board of Directors therefore proposes that the third section of § 5 of the Articles of Association be changed as follows:
Current wording | New wording |
Shares may be issued in two series, ordinary shares and class C shares. Ordinary shares may be issued in a maximum number corresponding to not more than 100 per cent of the total number of shares in the company and class C shares may be issued in a maximum number corresponding to not more than 3.0 per cent of the total number of shares in the company. | Shares may be issued in two series, ordinary shares and class C shares. Ordinary shares may be issued in a maximum number corresponding to not more than 100 per cent of the total number of shares in the company and class C shares may be issued in a maximum number corresponding to not more than 6.0 per cent of the total number of shares in the company. |
The Board of Directors shall be authorized to resolve on the transfer of Eltel Shares owned by the company on the following terms and conditions:
a) A maximum number of 194,400 Eltel Shares may be transferred through trading on Nasdaq Stockholm (the "Exchange") at a price per Eltel Share that is within the price range recorded on the Exchange at any given time in order to hedge the company's payment of social security contributions due to LTIP 2021.
b) The authorization may be exercised on one or several occasions until the Annual General Meeting 2025.
- Hedge for LTIP 2024 in the form of newly issued class C shares
The Board of Directors proposes that the implementation of LTIP 2024 shall be made in a cost-effective and flexible manner, and that the undertakings of the company for delivery of Performance Shares as well as Eltel Shares at exercise of the Performance Options (if applicable) and the company's cash-flow for the payment of social fees primarily shall be hedged by a directed issue of convertible and redeemable class C shares.
Therefore, it is proposed that the Board of Directors shall be authorized to resolve on a directed issue and repurchase, respectively, of a maximum of 5,470,000 class C shares and on the transfer of those shares on certain terms and conditions.
- Equity swap agreement with a third party
In the event that the necessary majority is not obtained for item C above, the company will hedge itself against the financial exposure that LTIP 2024 is expected to entail, by the company entering into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer Eltel Shares in the company regarding LTIP 2024. The relevant number of Eltel Shares shall correspond to the number of shares proposed under item C above.
Majority requirements etc.
A valid resolution under item A above requires a majority of more than half of the votes cast at the general meeting.
A valid resolution under item B above requires that shareholders representing not less than two-thirds of the votes cast as well as the shares represented at the general meeting approve the resolution.
A valid resolution under item C above requires that shareholders representing not less than nine-tenths (90%) of the votes cast as well as the shares represented at the general meeting approve the resolution.
Item 19: Resolution regarding authorisation for the Board of Directors to resolve on issuance of new shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, against cash payment, for payment in kind or by way of set-off, to resolve on share issues corresponding to an aggregate dilution of not more than 10 per cent of the registered share capital.
The purpose of the authorisation, and the reason for the deviation from the shareholders' preferential rights, is to enable the company to, in a time efficient way, secure financing of its strategy and/or to use its own shares to make payments in connection with acquisitions of companies or businesses which the company may undertake, or to settle any additional purchase price related to such acquisitions, or to raise capital for such acquisitions or additional purchase prices. The value transferred to the company through share issues by virtue of the authorisation, shall be made on market terms and may include a market based issue discount.
For a valid resolution, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Item 20: Resolution regarding authorisation for the Board of Directors to resolve on repurchase and transfer of the company's own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, on one or more occasions during the period until the next Annual General Meeting, to resolve to repurchase in aggregate as many shares as may be purchased without the company's holding at any time exceeding 10 per cent of the total number of shares in the company. The shares shall be acquired on Nasdaq Stockholm, where shares in the company are listed, and only at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price.
It is also proposed that the Board of Directors shall be authorised to resolve on transfer of the company's own shares, on one or several occasions prior to the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, against cash payment, for payment in kind or by way of set-off. The basis for determination of the consideration in connection with transfer of own shares shall be in accordance with current market conditions at the time of the transfer.
The purpose of the authorisations, and the reason for the deviation from the shareholders' preferential rights, is to enable the company in a time efficient way to use its own shares to make payments in connection with acquisitions of companies or businesses which the company may undertake, or to settle any additional purchase price related to such acquisitions, or to raise capital for such acquisitions or additional purchase prices. The purpose of the authorisation to repurchase and to transfer shares is also to enable a continuous adjustment of the company's capital structure, thus contributing to increased shareholder value.
For a valid resolution, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Complete proposals, etc.
The annual report for the financial year 2023, the remuneration report for the financial year 2023, the Nomination Committee's complete proposals and statement as well as the Board of Directors' complete proposals in accordance with the above, including reports and statements related thereto under the Swedish Companies Act, are available at the company and on the company's website www.eltelgroup.com no later than from
Shareholders' right to receive information
The shareholders have, in accordance with Chapter 7 Section 32 of the Swedish Companies Act, right to request information from the Board of Directors and the CEO at the Annual General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances which may affect the assessment of the company's financial position, provided that the Board of Directors believes that such may take place without significant harm to the company.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Number of shares and votes
As of the date of this notice, the total number of shares in
Further information
For questions about the Annual General Meeting or to have the postal voting form sent by mail, please contact
Bromma,
The Board of Directors
For further information:
General Counsel and Head of Sourcing
+46 70 617 65 73, caroline.lindgren@eltelnetworks.com
Chief Financial Officer
+358 40 730 7762, tarja.leikas@eltelnetworks.com
About
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