The shareholders in
Participation
A shareholder who wishes to participate at the general meeting shall:
(A) be entered as a shareholder in the share register kept by
(B) have given notice of attendance at the general meeting no later than Monday,
- electronically on
Euroclear Sweden AB 's website www.anmalan.vpc.se/EuroclearProxy; -
by post to
Synsam AB , "Annual General Meeting 2024", c/oEuroclear Sweden AB , P.O. box 191, SE-101 23Stockholm, Sweden ; or - by telephone to +46 8-402 90 79.
The notice of attendance shall include the full name, address, daytime telephone number, personal identification number or company registration number, shareholding, and information about proxies and/or assistants, if any.
Nominee registered shares
In order to be entitled to participate at the general meeting, shareholders who have had their shares registered in the name of a nominee through a bank or other nominee must register the shares in their own names so that they are entered in the share register kept by
Proxies etc.
Shareholders who are represented by a proxy shall issue a written and dated power of attorney for the proxy or, should the right to vote for the shareholder's shares be divided among different proxies, the proxies, together with information on the number of shares each proxy is entitled to vote for. The power of attorney may not have been issued earlier than one year prior to the date of the general meeting, unless it is stated in the power of attorney that it is valid for a longer period (however maximum five years). If the power of attorney is issued by a legal entity, the power of attorney shall be accompanied by a certified copy of the certificate of registration or equivalent documentation of authority, evidencing the authority to represent the legal entity. To facilitate entry to the general meeting, the power of attorney in original (or a copy of the power of attorney) and, if applicable, a certificate of registration should be sent to
Proposed agenda
- Opening of the meeting and 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 was duly convened;
- Presentation of the annual report and auditor's report and the consolidated financial statements and auditor's report for the group;
-
Resolutions regarding:
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
- allocation of the company's profit according to the adopted balance sheet; and
- discharge from liability for board members and the CEO;
-
Determination of fees for the board of directors and the auditors;
- Determination of fees to the chairman of the board of directors and other board members;
- Determination of fees for work on the committees of the board of directors;
- Determination of fees to the auditors;
-
Election of the board of directors and audit firm or auditors;
- Determination of number of board members to be elected by the annual general meeting;
- Determination of number of auditors or auditing firm to be elected by the annual general meeting;
- Election of board members;
- Election of chairman of the board of directors;
- Election of audit firm or auditors;
- Presentation of and resolution regarding the remuneration report;
- Resolution regarding an authorization for the board of directors to resolve upon issues of shares and/or warrants and/or convertibles;
- Resolution regarding an authorization for the board of directors to resolve upon acquisitions and transfers of own shares;
- Resolution regarding a long-term incentive program (LTIP 2024) for the company's group management and other selected key individuals in accordance with A. and hedging arrangements in respect thereof in accordance with B. or C.;
- Closing of the meeting.
The nomination committee's resolution proposals
The nomination committee of the company consists of the following members:
Tomas Ekman , chairman of the nomination committee and appointed byCVC/Theia Holdings ;Karin Eliasson , appointed by Handelsbanken Fonder;Lovisa Runge , appointed by theFourth Swedish National Pension Fund (Sw. Fjärde AP-fonden);- Henrik Söderberg, appointed by C WorldWide Asset Management; and
- Peter Törnquist, chairman of the board of directors.
The nomination committee has presented the following resolution proposals under items 1 and 8-9 on the proposed agenda for the general meeting.
Election of chairman of the meeting (item 1)
The nomination committee proposes that Peter Törnquist is elected as chairman of the annual general meeting.
Determination of fees for the board of directors and the auditors (item 8)
Fees payable to the members of the board of directors and its committees
The nomination committee proposes that the total fees payable to the board of directors shall, including fees for work on the committees, amount to
To the extent that the board of directors decides to adjust the number of members of the committees, it will affect the total fees payable to the board of directors above. The reasoning behind the nomination committee's proposal with regard to fees payable to the members of the board of directors and its committees is presented in the nomination committee's reasoned statement.
Fees payable to the auditor
The nomination committee proposes that fees to the auditor shall be paid in accordance with approved invoices according to customary billing standards.
Election of the board of directors and audit firm or auditors (item 9)
Determination of the number of board members
The board of directors of the company is currently comprised of nine ordinary board members without deputy board members. The nomination committee proposes that the number of board members shall, for the period until the end of the next annual general meeting, remain unchanged.
Determination of the number of auditors
The nomination committee proposes that the number of auditors shall be one with no deputy auditor.
Election of board members
The nomination committee proposes, for the period until the end of the next annual general meeting, re-election of the board members Peter Törnquist, Håkan Lundstedt,
About
Information about the other proposed board members is available on the company's website, www.synsamgroup.com/en/corporate-governance/board-of-directors/.
Election of auditor or audit firm
The current auditor of the company is the registered audit firm
The board of directors' resolution proposals
Resolution regarding allocation of the company's profit according to the adopted balance sheet (item 7b)
The board of directors proposes that the company's distributable profit of approximately
Resolution regarding an authorization for the board of directors to resolve upon issues of shares and/or warrants and/or convertibles (item 11)
The board of directors proposes that the general meeting authorizes the board of directors to, on one or more occasions before the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve to issue shares and/or warrants and/or convertibles. As regards issues of shares and/or warrants and/or convertibles with deviation from the shareholders' preferential rights, the total number of shares that may be issued through new share issues, and/or through the conversion of convertibles and/or exercise of warrants which have been issued by exercise of the authorization, may not result in an increase in the share capital by such amount which would result in a dilution of more than 10 per cent of the company's share capital as of the date of the annual general meeting.
New issues resolved by exercise of the authorization may be made with or without stipulation regarding non-cash consideration, set-off or other conditions referred to in Chapter 13, Section 5, first paragraph, item 6, Chapter 14, Section 5, first paragraph, item 6, or Chapter 15, Section 5, first paragraph, item 4 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
The objective of the authorization is to enable payment in full or in part through the issue of financial instruments in connection with any potential acquisition of companies, operations or assets which the company may carry out, to provide the board of directors with flexibility in its work to ensure that the company can procure financing for the operations in an appropriate manner, and to enable a broadening of the company's shareholder base.
The board of directors, the chairman of the board of directors, or any person appointed by either of them, shall have the right to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw. Bolagsverket).
A valid resolution requires that this proposal is supported by shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the meeting.
Resolution regarding an authorization for the board of directors to resolve upon acquisitions and transfers of own shares (item 12)
The board of directors proposes that the general meeting resolves to authorize the board of directors to resolve upon acquisitions of own shares in accordance with the following main terms and conditions:
- Acquisitions of shares may be made only on Nasdaq Stockholm.
- The authorization may be exercised on one or more occasions before the next annual general meeting.
- The company may not repurchase more than such number of shares which entails that the total number of own shares held by the company at any given time exceeds 10 per cent of the total number of shares in the company.
- Repurchases of the company's own shares on Nasdaq Stockholm may only be made at a price within the range between the highest bid price and lowest ask price at any given time.
- Payment for the shares shall be made in cash.
Furthermore, the board of directors proposes that the general meeting resolves to authorize the board of directors to resolve upon transfers of own shares in accordance with the following main terms and conditions:
- Transfers of shares may be made on Nasdaq Stockholm, or outside of Nasdaq Stockholm in connection with acquisitions of companies, operations or assets.
- Transfers of shares may be made with or without deviation from the shareholders' preferential rights.
- The authorization may be exercised on one or more occasions before the next annual general meeting.
- The number of shares transferred may not exceed the total number of shares held by the company at the time of the resolution on the transfer.
- Transfers of shares on Nasdaq Stockholm may only be made at a price within the range of the prevailing highest bid price and lowest ask price. For transfers outside of Nasdaq Stockholm, the price shall be set so that the transfer is made on market terms.
- Payment for transferred shares may be made by payment in cash, through in-kind payment, or through set-off against claims against the company.
The purpose of the proposal to authorize the board of directors to resolve upon acquisitions and transfers of own shares is to provide the board of directors with greater possibilities to adapt the capital structure of the company and thereby contribute to increased shareholder value, as well as to enable the use of own shares in connection with, or by reason of, potential acquisitions of companies, operations or assets that the company may come to carry out.
The company holds 2,400,000 own shares as per the date of this proposal.
The board of directors shall have the right to decide on remaining terms and conditions for acquisitions and transfers of own shares in accordance with its authorization.
A valid resolution requires that this proposal is supported by shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the meeting.
Resolution regarding a long-term incentive program (LTIP 2024) for the company's group management and other selected key individuals in accordance with A. and hedging arrangements in respect thereof in accordance with B. or C. (item 13)
The board of directors proposes that the general meeting resolves on the implementation of a long-term incentive program ("LTIP 2024"), which provides an opportunity for the members of the company's group management and other selected key individuals to build a shareholding in
Background and motives
At the 2023 annual general meeting it was decided to implement a long-term incentive program ("LTIP 2023"), which was launched in the third quarter of 2023. The board of directors considers that LTIP 2023 is adequately designed and proposes that the 2024 annual general meeting adopts a long-term incentive program which in essence has corresponding terms and conditions as LTIP 2023. As opposed to what applies to LTIP 2023, however - where the program was directed to individuals divided between three categories - the board of directors proposes that LTIP 2024 shall be directed to individuals divided between four categories. Furthermore, the board of directors proposes that LTIP 2024 shall comprise of up to 1,175,000 shares (including Performance Shares and Dividend Compensation Shares, as defined below), corresponding to approximately 0.80 per cent of the outstanding shares in
The overall purpose of LTIP 2024 is to establish conditions to recruit and maintain competent staff in the
The board of directors is of the opinion that recurring long-term incentive programs form an important part of
Majority requirements, etc.
The general meeting's resolution on the implementation of LTIP 2024 in accordance with item A. below is conditional upon the general meeting resolving in accordance with one of the board of directors' proposals for hedging arrangements by reason of LTIP 2024, i.e. in accordance with the board of directors' proposals pursuant to item B. or item C. below.
A valid resolution in accordance with the proposal under item A. below requires that the resolution is supported by shareholders representing a majority of the votes cast. A valid resolution in accordance with the proposal under item B. below requires that the resolution is supported by shareholders representing at least nine-tenths of the votes cast as well as of the shares represented at the meeting. A valid resolution under item C. below requires that the resolution is supported by shareholders representing a majority of the votes cast.
A. Implementation of LTIP 2024
The board of directors proposes that the general meeting resolves to implement LTIP 2024 in accordance with the main terms and conditions set out below.
Participants in LTIP 2024
LTIP 2024 is proposed to be directed to approximately 80 individuals divided between four categories: one category consisting of members of the company's group management, including the CEO (approximately 15 individuals) ("Group A1"), one category consisting of selected key individuals with certain responsibilities to support the company's group management with advice within important areas/functions ("Group A2"), one category consisting of selected key individuals with extensive responsibilities within important areas/functions or who otherwise have significant impact on the growth or profitability of the
The individuals included in Group A1, A2, A3 and A4 as set out above are hereinafter referred to as "Employees".
Preconditions for participation in LTIP 2024
Participation in LTIP 2024 is conditional upon that Employees make own investments in shares in
In order to participate in LTIP 2024, each Employee in Group A1 must allocate 3,800 Investment Shares to LTIP 2024 (corresponding to Investment Shares at a total value of approximately
As regards Employees in Group A2, A3 and A4 who has or will receive variable cash remuneration based on the fulfillment of performance targets for 2023, each individual must allocate Investment Shares to LTIP 2024 at a value corresponding to 25 per cent of the Employee's variable remuneration for 2023. As regards Employees in Group A2, A3 and A4 who, for some reason (e.g. new employment), has not received, and nor will receive, variable cash remuneration based on the fulfillment of performance targets for 2023, each individual must allocate Investment Shares to LTIP 2024 at a value corresponding to 5 per cent of the Employee's current fixed salary (gross amount before tax). Calculations of the number of Investment Shares that must be allocated to LTIP 2024 shall be made on the basis of the volume-weighted average price of the
Performance Share Awards and Performance Shares
Each participant in LTIP 2024 will be granted a performance share award free of charge ("Performance Share Award"), which gives the participant the right to receive a number of shares in
Performance Shares will be granted after the end of a vesting period of approximately three years, which will commence on the date during the second quarter in 2024 as is resolved by the board of directors of
The maximum number of Performance Shares that each participant in Group A1 shall be entitled to receive will be determined prior to the allotment of Performance Shares in 2024, and the value of such maximum number of Performance Shares will correspond to approximately 50 per cent of the participant's fixed annual salary (gross amount before tax, and with reservation for re-calculations in accordance with what is set out under "Re-calculation" below). Calculations of the maximum number of Performance Shares that may be granted to each participant shall be made on the basis of the volume-weighted average price of the
Each participant in Group A2 may be entitled to receive a maximum of 12,700 Performance Shares, each participant in Group A3 may be entitled to receive a maximum of 10,200 Performance Shares and each participant in Group A4 may be entitled to receive a maximum of 7,600 Performance Shares (with reservation for re-calculation in accordance with what is set out under "Re-calculation" below).
Performance Shares may only be granted when the Vesting Period has ended, unless special reasons apply and the board of directors resolves otherwise on a case-by-case basis. The extent (if any) to which a participant's Performance Share Award will entitle to the grant of Performance Shares will be determined on the basis of the degree of fulfillment of the performance conditions that are described under "Performance conditions" below. Furthermore, the allotment of Performance Shares is conditional upon that the participant has retained the Investment Shares that have been allocated to LTIP 2024 until the end of the Vesting Period and, with certain specific exceptions, that the participant has been permanently employed (Sw. fast anställd) within the
Performance conditions
The extent (if any) to which a participant's Performance Share Award will entitle to the grant of Performance Shares after the end of the Vesting Period will be determined on the basis of the degree of fulfillment of the performance conditions that are described below. The below description also sets out the weighting between the different performance condition categories. The outcome for each performance condition category will be determined separately, which inter alia means that the minimum levels for allotment within all performance condition categories do not need to be fulfilled in order for Performance Shares to be granted.
Organic growth
Of the total number of Performance Shares that may be granted, 30 per cent will be dependent on that the organic growth in directly owned stores at group level ("Organic Growth") reaches certain target levels determined by the board of directors for the financial years 2024, 2025 and 2026, respectively (whereby the change shall be measured annually through a comparison against the immediately preceding financial year).
The board of directors will determine a minimum level and a maximum level for target fulfillment in respect of Organic Growth. If the minimum level is reached for one financial year during the measurement period, allotment shall be made of one-fifteenth (1/15) of the total number of Performance Shares dependent on the condition connected to Organic Growth, and if the maximum level is reached for a financial year during the measurement period, allotment shall be made of one-third (1/3) of the Performance Shares dependent on the condition connected to Organic Growth. Between the minimum and maximum levels, allotment of Performance Shares dependent on the condition connected to Organic Growth shall be proportioned linearly. Fulfilment of a given target level for one financial year shall entitle to allotment of Performance Shares for that financial year, even if the minimum level for allotment is not reached for the other financial years during the measurement period. If the average increase in Organic Growth during the three financial years during the measurement period (calculated as an arithmetic average) gives a better outcome than measurement annually, allotment of Performance Shares shall however be made based on the average increase (which inter alia entails that it will be possible to receive the maximum possible allotment of Performance Shares dependent on the condition connected to Organic Growth even if the minimum level for allotment has not been reached for one or several of the financial years during the measurement period, provided that the average increase in Organic Growth during the three financial years reaches or exceeds the determined maximum level).
Adjusted EBITDA
Of the total number of Performance Shares that may be granted, 30 per cent will be dependent on that the adjusted EBITDA at group level ("Adjusted EBITDA") reaches certain target levels determined by the board of directors during the financial years 2024, 2025 and 2026, respectively.
The board of directors will determine a minimum level and a maximum level for target fulfillment in respect of Adjusted EBITDA. If the minimum level is reached for one financial year during the measurement period, allotment shall be made of one-fifteenth (1/15) of the total number of Performance Shares dependent on the condition connected to Adjusted EBITDA, and if the maximum level is reached for one financial year during the measurement period, allotment shall be made of one-third (1/3) of the Performance Shares dependent on the condition connected to the Adjusted EBITDA. Between the minimum and maximum levels, allotment of Performance Shares dependent on the condition connected to the Adjusted EBITDA shall be proportioned linearly. Fulfilment of a given target level for one financial year shall entitle to allotment of Performance Shares for that financial year, even if the minimum level for allotment is not reached for the other financial years during the measurement period. If the average Adjusted EBITDA during the three financial years during the measurement period gives a better outcome than measurement annually, allotment of Performance Shares shall however be based on the average outcome (which inter alia entails that it will be possible to receive the maximum possible allotment of Performance Shares dependent on the condition connected to Adjusted EBITDA even if the annual minimum level for allotment has not been reached for one or several of the financial years during the measurement period, provided that the average outcome in Adjusted EBITDA during the three financial years reaches or exceeds the average maximum level for the three financial years during the measurement period).
Sustainability target
Of the total number of Performance Shares that may be granted, 20 per cent will be dependent on that the number of frames sold in
The board of directors will determine a minimum level and a maximum level for target fulfillment in respect of the Sustainability Target. If the minimum level is reached during the measurement period, allotment shall be made of one-fifth (1/5) of the total number of Performance Shares dependent on the condition connected to the Sustainability Target, and if the maximum level is reached during the measurement period, allotment shall be made of all of the Performance Shares dependent on the condition connected to the Sustainability Target. Between the minimum and maximum levels, allotment of Performance Shares dependent on the condition connected to the Sustainability Target shall be proportioned linearly.
Relative TSR development
Of the total number of Performance Shares that may be granted, 20 per cent will be dependent on the relative development in total shareholder return ("TSR") for
If the TSR development for
Re-calculation
The number of Performance Shares that each Performance Share Award entitles to shall be re-calculated by reason of dividends, if any, resolved after the determination of the initial number of Performance Shares that each Performance Share Award shall entitle to. Additional Performance Shares that may come to be allotted by reason of such re-calculation are hereinafter referred to as "Dividend Compensation Shares".
Further to what is set out above, the number of Performance Shares each Performance Share Award entitle to shall also be re-calculated in case of other intermediate corporate events such as e.g. bonus issues, splits, preferential rights issues and/or similar.
Other
If there are significant changes in the
In addition to the above, the board of directors shall be entitled to establish the detailed terms and conditions for LTIP 2024 in accordance with the mentioned terms and guidelines. In connection thereto, the board of directors shall be entitled to make necessary adjustments to satisfy rules, regulations or market conditions.
Participation in LTIP 2024 is conditional upon that such participation is legally possible in the jurisdictions concerned and that, in the opinion of the board of directors, participation may be made at reasonable administrative costs and financial efforts.
LTIP 2024 may come to include a maximum of 1,175,000 shares in
Costs
LTIP 2024 is expected to entail costs calculated in accordance with the accounting standard IFRS 2, which are reported in the income statement and accrued over the Vesting Period, as well as costs for social security charges. The costs for LTIP 2024 shall be seen in relation to the total personnel costs within
Example A
The total costs for LTIP 2024 calculated in accordance with the accounting standard IFRS 2 (excluding the costs for social security charges) are estimated to amount to approximately
The costs for social security charges, which are expected to arise in connection with the grant of Performance Shares after the end of the Vesting Period, are estimated to amount to approximately
Based on the assumptions set out above, the total costs for LTIP 2024 (including social security costs) are estimated to amount to approximately
Example B
The costs for LTIP 2024 (including social security charges) are estimated to approximately
Hedging arrangements
To be able to implement LTIP 2024 in a cost-efficient and flexible manner, the board of directors has considered different methods for securing delivery of shares to participants in the program. The board of directors has thereupon found that the most cost-efficient alternative would be, and thus proposes that the general meeting resolves upon, an authorization for the board of directors to resolve upon acquisitions of own shares and upon transfers, free of charge, of own shares to participants in LTIP 2024. More detailed terms and conditions for the board of directors' main alternative are set out under item B. below.
The board of directors has resolved not to propose that the annual general meeting 2024 resolves upon any authorization for the board of directors to resolve upon acquisitions of own shares in order to secure liquidity for payments of social security charges by reason of LTIP 2024.
Should the majority required for item B. below not be reached, the board of directors proposes that
Dilution
Neither of the hedging alternatives proposed by the board of directors (in accordance with what is set out under "Hedging arrangements" above as well as under items B. and C. below) will give rise to any increases in the number of shares in the Company and, accordingly, no dilutive effect will occur for existing shareholders by reason of LTIP 2024.
Other outstanding incentive programs
Since previously,
Board of directors' participation
The general rule according to the Rules on Remuneration of the Board and Executive Management and on Incentive Programmes that have been adopted by the Swedish Corporate Governance Board (the "Remuneration Rules"), which express what shall be deemed as good practices on the Swedish securities market in respect of remuneration to senior executives as well as share and share-related incentive programs, is that board members shall not participate in incentive programs directed to the senior management or other employees unless special reasons are at hand. One such special reason is that the board member is operative in the company in the same way as an employee. According to the Remuneration Rules and general principles regarding conflicts of interest, an individual included in an incentive program shall have no significant influence over the final structure of the program.
Preparation of the proposal
Hedging arrangements by reason of LTIP 2024
B. Acquisitions and transfers of own shares
The board of directors proposes that the general meeting resolves to authorize the board of directors to resolve upon acquisitions of own shares by reason of LTIP 2024 in accordance with the following main terms and conditions:
- Acquisitions of shares may only be made on Nasdaq Stockholm.
- Acquisitions may be made of not more than 1,175,000 shares.
- The authorization may be exercised at one or more occasions before the next annual general meeting.
- Repurchases of the company's own shares on Nasdaq Stockholm may only be effectuated at a price within the range between the highest bid price and lowest ask price at any given time.
- Payment for the shares shall be made in cash.
Furthermore, the board of directors proposes that the general meeting resolves to transfer own shares by reason of LTIP 2024 in accordance with the following main terms and conditions:
- Transfers may be made of not more than 1,175,000 shares.
- The right to receive transferred shares shall, with deviation from the shareholders' preferential rights, vest in the participants of LTIP 2024, with the right for each participant to acquire a maximum number of shares as follows from the terms and conditions of LTIP 2024.
- Transfers of shares to participants shall be made without consideration at such point in time, and otherwise in accordance with the terms and conditions, as follows from the terms and conditions of LTIP 2024.
- The number of shares that may come to be allotted within the frame of LTIP 2024 is subject to recalculation in the event of certain corporate events that may be resolved upon/effectuated after the date of this proposal, such as e.g. dividends, bonus issues, splits, preferential rights issues and/or similar.
The purpose of this proposal is to secure delivery of shares to the participants of LTIP 2024.
The company holds 2,400,000 own shares as per the date of this proposal.
C. Share swap agreements with third party
The board of directors proposes that the general meeting, should the required majority for item B. above not be reached, resolves to secure delivery of shares to participants in LTIP 2024 by approving that
Number of shares and votes
As per the date of the announcement of this notice, the total number of shares and votes in the company amounts to 150,000,000. All shares are of the same class and each share entitles to one vote at the general meetings. The company holds 2,400,000 own shares as of the date of this notice.
Information at the general meeting
According to Chapter 7, Section 32 of the Swedish Companies Act, the board of directors and the CEO must, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda and on circumstances which may affect the company's economic situation. This duty to provide information also include the company's relation to other group companies, the consolidated financial statement and such circumstances regarding subsidiaries which are set out in the foregoing sentence. Those wishing to submit questions in advance may do so by email to: arsstamma@synsam.com or by post to:
Documentation
The annual report and the auditor's report will be kept available at the company's premises at Sankt Eriksgatan 60 in
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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The board of directors
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