Notice of Annual General Meeting of Projektengagemang Sweden AB (publ)
Welcome to the Annual General Meeting (AGM) of Projektengagemang Sweden AB (publ), corporate identity number 556330-2602, (”Projektengagemang” or ”the Company”) Tuesday, May 19, 2020 at 16.00 p.m. at Helio Kungsholmen (facility Guldspaden), Rålambsvägen 17 in Stockholm. Registration to the AGM will open at 15.30 p.m.
A shareholder wishing to attend must:
- be recorded as a shareholder in the shareholder register maintained by Euroclear Sweden AB the Wednesday, May 13, 2020, and
- give notice of attendance to the Company no later than Wednesday, May 13, 2020.
Notice of attendance may be given in writing to Projektengagemang Sweden AB, Box 47146, 100 74 Stockholm, or via e-mail to email@example.com, or by telephone +46 70-779 58 98. When giving notice of attendance, please state name/company name, personal identity number/corporate identity number, address, telephone number, and the number of accompanying persons, if any.
Shareholders whose shares are held in trust in the name of a nominee must, in addition to giving notice of attendance, temporarily register their shares in their own names in the shareholder register (so-called voting rights registration) in order to be able to participate at the meeting. Such registration must be executed by Wednesday, May 13, 2020 and should be requested at the bank or trustee well in advance of this date.
Shareholders who participate via proxy or representative should send authorization documents (power of attorney/and or certificate of registration) to the Company at the address above well in advance of the meeting. Proxy forms are available on Projektengagemang’s website, www.pe.se
For information about the Company’s processing of personal data and your rights, please see link.
Information due to the corona virus (covid-19)
Information on the precautionary measures being taken by Projektengagemang ahead of the 2020 AGM to reduce the spreading of the virus can be found on Projektengagemang’s website, www.pe.se. The AGM will, inter alia, be held as short as possible and no food or drink will be offered. Projektengagemang is closely monitoring the development and requests the shareholders to keep themselves updated via the website where up to date information is made available.
Projektengagemang would like to remind shareholders of the possibility of not attending the meeting in person. Instead they can appoint a proxy to vote on their behalf. Shareholders who want to authorize a proxy to vote on their behalf, can find relevant templates at www.pe.se.
The Board of Directors has decided to offer shareholders the opportunity to vote in advance, through the so-called postal vote. Projektengagemang encourages shareholders to carefully consider, instead of attending in person, voting by postal vote. Forms for postal voting will be available on the Company’s website, www.pe.se. Such form must be sent to the Company at the above postal address or to firstname.lastname@example.org well in advance of the meeting, but no later than May 13, 2020.
- Opening the meeting
- Election of an AGM chair
- Preparation and approval of voting register
- Approval of the agenda
- Election of one or two persons to check the minutes of the meeting
- Determination of whether the meeting has been duly convened
- CEO’s address
- Presentation of the annual report and auditor’s report, the consolidated financial statements and the auditor’s report on the consolidated financial statements, and the auditor’s statement on whether the guidelines for remuneration of senior executives have been followed
- Resolution on adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet
- Resolution on appropriation of the Company’s profit in accordance with the adopted balance sheet
- Resolution on discharge of the directors and CEO from liability
- Resolution on the number of directors to be elected by the meeting and the numbers of Election of auditors and any deputy auditors
- Resolution on directors’ and auditor’s fees
- Election of directors and the Chairman of the Board
- Election of auditors and any deputy auditors
- Resolution on guidelines for remuneration of senior executives
- Resolutions on (A) implementation of performance-based Share Savings Scheme 2020 (B) authorization of the Board to decide on acquisition and transfers of Class B shares in the Company and (C) resolution on transfer of Class B shares in the Company.
- Resolution on authorization for the Board of Directors to decide on new issues of shares of Class B
- Closing of the meeting
Item 2 – AGM Chair
Nomination Committee of Projektengagemang ahead of the 2020 AGM consists of Per Göransson temporary Chairman of the Board, Chairman of the Nomination Committee (Projektengagemang Holding i Stockholm AB), Tim Floderus (Investment AB Öresund), Peter Larsson (K-Konsult Management AB) and Per Granath (Zirkona AB/Fagra Finans AB).
The Nomination Committee proposes Chairman of the Board Per Göransson for election as AGM Chair.
Item 10 – Dividend
The Board of Directors recommends that no dividend shall be paid.
Item 12 – Number of directors and auditors
The Nomination Committee proposes that:
- the Board of Directors shall have six directors (unchanged), and
- the Company shall have a chartered accounting firm as its auditor and no deputy auditor (unchanged).
Item 13 – Directors’ and auditors’ fees
The Nomination Committee proposes that the following fees be paid to the Company’s directors and auditors:
- SEK 350,000 to the Chairman of the Board (unchanged) and SEK 175,000 to each of the other directors elected by a general meeting (unchanged), with the exception of the temporary CEO Per-Arne Gustavsson who does not receive any Director fees during the time he maintains the CEO post because he then receives CEO remuneration,
- in addition to directors’ fees, SEK 80,000 to the Chairman of the Audit Committee and SEK 40,000 to each of the other members of the Audit Committee (unchanged) and SEK 40,000 to the Chairman of the Compensation Committee and SEK 20,000 to each of the other members in the Compensation Committee (unchanged),
- that the auditor’s fees shall be paid in accordance with approved invoice.
Item 14 – Election of directors and the Chairman of the Board
The Nomination Committee proposes:
- re-election of Lars-Erik Blom, Per Göransson, Per-Arne Gustavsson (currently also temporary CEO) and Carina Malmgren-Heander as directors, and election of Christina Ragsten and Jon Risfelt.
- election of Per Göransson as the Chairman of the Board, and that the Board of Directors, within itself, be given the right to appoint another member of the Board of Director as the Chairman of the Board after the appointment of a new CEO due to the ongoing CEO recruitment.
Britta Dalunde and Öystein Engebretsen and have declined re-election.
Information on the persons proposed by the Nomination Committee as directors is available on Projektengagemang’s website, www.pe.se.
Item 15 – Election of auditor
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, re-election of the accounting firm PricewaterhouseCoopers AB as auditor for the period until the end of the 2021 AGM. PricewaterhouseCoopers has notified the Company that Camilla Samuelsson will be appointed as chief auditor if the AGM resolves in favour of the proposal.
Item 16 – Guidelines for remuneration of senior executives
The Board of Directors for Projektengagemang proposes that the 2020 AGM decides to adopt the following guidelines for remuneration of senior executives to apply until the 2024 AGM at the latest.
The proposal to the 2020 AGM is mainly in accordance with the guidelines adopted at the AGM 2019. The shareholders have not made any comments on the guidelines.
The guidelines cover the CEO, the vice president (“deputy CEO”) and the other senior executives in Projektengagemang’s Group Management, and individual board members in the Company, to the extent employment or consulting agreements with them are concluded. For the composition of Group Management, see the Annual report. Only remuneration according to agreements concluded or changed after the guidelines have been approved by the AGM are covered.
The guidelines promotion of the Company’s business strategy, long-term interests and sustainability
What drives Projektengagemang is engaged employees who create value through qualified consulting services and solutions – not only for the Company’s customers, but also for society in big, which provides social benefits in people’s everyday lives. Through Projektengagemang’s vision to renew society through innovative and sustainable solutions in a constantly changing world, the Company has a responsibility to make a difference and is driven by the desire to renew and improve. This develops the Company’s, its employees and the management’s knowledge and expertise, which in the long run creates value for the Company’s customers and society in big. A strong belief in entrepreneurship and each employee’s personal impetus have been the foundation of the corporate culture with the desire to innovate and improve through a genuine commitment to the task, the customer, the end user and the society. See more about Project Engagement’s strategy, vision and goals on the Company’s website, www.pe.se.
Successful implementation of Projektengagemang’s business strategy, long-term interests, and sustainability based on the desire to renew and improve assumes that Projektengagemang can recruit and retain qualified, driven and engaged employees with the right skills. In order to achieve this, Projektengagemang must be able to offer competitive total remuneration, which is the Board of Director’s assessment that these remuneration guidelines enable.
The CEO’s, deputy CEO’s and other senior executives’ remuneration to the Group Management may include fixed base salary, variable remuneration, long-term incentive programme, pension and other benefits. The combined remuneration must be in line with the going rate in the market and be competitive and give the Company the possibility to recruit and retain senior executives in the Company to achieve its long-term and short-term targets and will support the business strategy and contribute to sustainability.
Fixed base salary
The fixed based salary for the CEO, deputy CEO and other senior executives shall reflect the requirements and the responsibility the work implies, as well as the senior executives’ individual achievements. The fixed base salary for the CEO, deputy CEO and other senior executives is revised annually. The senior executives do not receive compensation for board assignments in the Company’s subsidiaries.
To the extent the directors performing other work for the Company or other companies in the Group, consultancy fees and / or other remuneration for such work may be paid after decision from the Board of Directors.
In addition to the fixed base salary, variable cash remuneration can be provided. The variable remuneration shall depend on the fulfilment of defined and measurable criteria established by the Compensation Committee as well as the Board of Directors, for a measurement period of one year, and be limited to maximum 75 percent of the annual fixed based salary for the CEO and deputy CEO/CFO, and maximum 50 percent of the annual fixed based salary for the other members in the Group Management. The stated criteria are intended to promote the fulfilment of the Company’s/the Group’s short- and long-term targets, strategy, long-term development, value creation, sustainability and financial growth, as well as individual targets for the financial year, and must be defined and measurable, and designed so that they do not encourage excessive risk-taking.
The fulfilment of the criteria for payment of variable cash remuneration is evaluated annually by the Compensation Committee and resolved by the Board of Directors, whereby the terms for variable remuneration are designed so that the Board of Directors is allowed to limit or omit payment of variable remuneration of exceptional economic conditions prevail and such a measure is considered reasonable. The annual fixed based salary means fixed based, earned during the year, cash salary, excluding pension, supplements, benefits and similar, unless otherwise provided in the ITP plan applicable in each individual case.
Long-term incentive programme
CEO, deputy CEO and other senior executives and key persons can be offered long-term incentive programme which mainly shall be share based. The targets with the long-term incentive programme shall be to create a long-term commitment in the Company, to attract and retain appropriate senior executives and other key persons and to achieve an increased interest community between the participants and the shareholders.
Long-term share-based incentive programs are resolved by the AGM and the detailed terms and conditions for such programs are therefore proposed by the Board of Directors before any such AGM resolution. To the extent that long-term incentive programs are proposed to the AGM, they shall constitute a supplement to fixed based remuneration and variable salary for the senior executives who, through their expertise and their performance, contribute to a particularly high degree to the Company’s/Group’s performance-related goal achievement, business strategy, long-term interests and sustainability. Any share or share price related incentive programs must have a qualifying period of at least three years.
Ordinary retirement age is normally 65 years. As a general rule, pension benefits should be defined and amount to a maximum of 30 percent of the fixed base salary for the CEO and 30 percent for the deputy CEO and other senior executives, unless there are other consequences in the individual case of the ITP plan. Only a fixed salary is occupational pension-based, unless otherwise stated in the individual case applicable ITP plan.
For senior executives outside Sweden, pension benefits may vary due to legislation or local market practice.
Other benefits and remuneration
Other remuneration may consist of other customary and market-related benefits, such as healthcare insurance, which shall not constitute a significant part of the total remuneration.
In addition, further remuneration under extraordinary circumstances may, on a case-by-case basis, upon decision from the Board of Directors, be agreed on an individual level with the purpose to promote the recruitment or prevent the loss of senior executives. Such extraordinary arrangements may include, for example, a one-time cash payment, but shall not exceed an amount corresponding to the fixed annual salary of the person concerned.
Termination notice and severance pay
Fixed base salary during the notice period and severance pay, including remuneration for any restriction of competition, shall not, in total, exceed an amount corresponding to the fixed base salary for two years for the CEO and twelve months for the deputy CEO and the other members of the Group Management.
Salary and employment conditions for employees
In the preparation of the Board of Director’s proposal for these remunerating guidelines, salary and employment conditions for employees of the Company have been considered by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Compensation Committee’s and the Board of Director’s basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
Departures from the guidelines
The Board of Directors may temporarily have the right to derogate from the guidelines adopted by the General Meeting, if there are special reasons for this in an individual case and derogation is necessary to serve the Company’s long term-interest, including sustainability, or assure its viability. Such deviations may occur upon a decision by the Board of Directors in the individual case, for example when hiring or retaining the CEO or other senior executives with regard to both fixed base salary, variable remuneration and pension terms, however, taking into account that the terms must be market-based and competitive. If such derogation occurs, the derogations shall be reported in the remuneration report for the next AGM.
For further information on remuneration, see note 7 in the 2019 Annual report.
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Compensation Committee. The committee’s duties should primarily be to prepare the Board of Director’s decisions on matters regarding remuneration principles, remunerations and other terms of employment for Group Management and other senior executives. Furthermore, the Compensation Committee shall monitor and evaluate ongoing and completed programs for variable remuneration for Group Management during the year; monitor and evaluate the application of the guidelines for remuneration to senior executives that the AGM shall resolve upon according to the law at least every four years, as well as the applicable remuneration structures and remuneration levels in the Group. Remuneration to the CEO and the deputy CEO, and principles for remuneration to the Group Management are decided by the Board of Directors. remuneration to other senior executives is decided by the Compensation Committee within the framework established by the Board of Directors and the AGM. The members of the Compensation Committee are independent in relation to the Company and Group Management. In the Compensation Committee’s and the Board of Director’s processing of remuneration issues, the CEO, deputy CEO or other members of Group Management do not attend to the extent that they are affected by the issues.
Item 17 – Resolutions on (A) implementation of performance-based share savings scheme 2020 (B) authorization of the Board to decide on acquisition and transfers of Class B shares in the Company and (C) resolution on transfer of Class B shares in the Company
The Company’s continued growth and profitability depend, among other things, on the Company’s ability to retain and recruit key employees. The Board of Directors considers that by introducing a long-term share-based incentive program, it is possible to further motivate the Company’s key employees and strengthen the Company’s ability to retain and recruit key employees. The Board of Directors also believes that it is important and in the interests of the shareholders that key employees in the Group have a long-term interest in a good value development of the share in the Company. Against this background, the Board of Directors therefore proposes that the AGM of the Company resolves a performance-based share savings scheme for senior executives and other key employees in the Group, according to section A below (“Share Savings Scheme 2020”). The structure of the Share Savings Scheme 2020 is essentially in line with the Share Savings Scheme 2019 resolved by the 2019 AGM, with the change that the performance requirement in addition to the share’s total return also includes the development of earnings.
The Board of Directors further proposes that the Board of Directors shall be authorized to acquire a maximum of 856,880 Class B shares in the Company in order to enable the implementation of the Share Savings Scheme 2019 and 2020 and to transfer Class B shares in the Company on Nasdaq Stockholm to cover costs (including social security costs) and delivery connected with the implementation of both the Company’s Share Savings Scheme 2020 and 2019, since the authorization from 2019 AGM on the acquisition and transfer of own shares to enable the implementation of the Share Savings Scheme 2019 has not been used.
The Board of Directors also proposes that the Company shall transfer a maximum of 400,000 Class B shares in the Company to participants in the Share Savings Scheme 2020.
(A) Implementation of performance based Share Savings Scheme 2020
The Board of Directors proposes that the Annual General Meeting of the Company decide on the implementation of a Share Savings Scheme 2020, comprising a maximum of 400,000 Class B shares in the Company under the following main conditions:
Approximately 30 senior executives and other key persons in the Group will be offered participation in the Share Savings Scheme 2020.
Participation in the Share Savings Scheme 2020 requires that participants with their own funds invest in Class B shares in the Company (“Savings Shares“) at market price on Nasdaq Stockholm for an amount corresponding to a maximum of 4.2 percent to 12.5 percent of the respective participant’s annual fixed base salary for 2029 (“Basic Salary“) divided by the volume-weighted average price paid for the Company’s Class B share on Nasdaq Stockholm for a period of ten trading days immediately following the 2020 AGM, up to a maximum of 400,000 Savings Shares. The investment must be made no later than 31 July 2020, unless the Board of Directors decides to postpone this date due to the fact that the participant is prevented from acquiring shares. Additional persons who have been recruited but have not yet started their employment in the Company when the application to participate in the scheme is to be made at the latest, may be offered participation conditional on the employment being started. If the Savings Shares are retained during the three-year vesting period, which runs from 1 August 2020 (the “Vesting Period“) and, with certain limited exceptions, that the participant remains employed by the Group during the entire Vesting Period, then each Savings Share entitles to receive, free of charge, one Class B share in the Company (“Matching Share“) provided that the total return of the share (“TSR“) is positive during the Vesting Period, and – provided that the performance requirements, calculated on an annual basis as of August 1, 2020 during the three-year vesting period, stated below are met – another maximum of one to four Class B shares in the Company (“Performance Shares”) with a possible allocation of 1/3 Performance Shares per year as according to the following:
- Future CEO (if recruited) and deputy CEO/CFO (one to two persons) may acquire Savings Shares for an amount corresponding to a maximum of 12.5 percent of their respective Basic Salary and may receive a maximum of four Performance Shares for each held Savings Share.
- Other members of Group Management (five persons) may acquire Savings Shares for an amount corresponding to a maximum of 8.3 percent of their respective Basic Salary and may receive a maximum of three Performance Shares for each held Savings Share.
- Business area managers (eight persons) may acquire Savings Shares for an amount corresponding to a maximum of 4.2 percent of their respective Basic Salary and may receive a maximum of two Performance Shares for each held Savings Share.
- Key personnel in staff function (fifteen persons) may acquire Savings Shares for an amount corresponding to a maximum of 4.2 percent of their respective Basic Salary and may receive a maximum of one Performance Share for each held savings Share.
 Total Shareholder Return, i.e. share price development including dividends. When calculating, the TSR development shall be based on a comparison of the volume-weighted average price paid for the Company’s Class B share on Nasdaq Stockholm for a period of 10 trading days immediately before the period commences or expires respectively.
If participants do not subscribe to all the Savings Shares that they have been offered to subscribe, other participants are entitled to subscribe for such Savings Shares to a number up to their initial allocation. If the offer is oversubscribed in addition to the 400,000 Savings Shares offered in total, the distribution of Savings Shares will be pro rata in relation to the participants’ initial allocation of Savings Shares.
The allocation of Performance Shares is dependent on TSR and the result (EBITA percent) calculated on an annual basis from 1 August 2020 under the three years vesting period as follows:
|TSR during the a one-year period from 1 August 2020||Percentage of number of Performance Shares allocated||EBITA percent for the share under the measurement period||Percentage of number of Performance Shares allocated|
|>15% – <17.5%||Pro rata||>8% – <10%||Pro rata|
|>12.5 – <15%||Pro rata||>6 – <8%||Pro rata|
Any allocation of Matching- and Performance Shares shall normally be made no later than 30 days after the end of the Vesting Period with a possible allocation of 1/3 Performance Shares per year.
The right to Matching- and Performance Shares cannot be transferred or pledged.
Participants will not be compensated for dividends paid on shares to which Matching- and Performance Shares entitle.
In the event of a change of control of the Company, allotment takes place with a reduced number of Matching- and Performance Shares on basis of a factor equal to the number of days that remains of the Vesting Period at the time of Change in Control.
The number of Matching- and Performance Shares may be recalculated in the event of a bonus issue, share split, reverse share split, preferential rights issue and/or similar events.
Before the allotment of Matching- and Performance Shares is finally determined, the Board of Directors shall assess whether the allocation is reasonable in relation to the Company’s financial results and position, conditions in the stock market and other circumstances. If the Board of Directors considers that this is not the case, the Board of Directors shall reduce the number of Matching- and Performance Shares to be allocated to the lower number of shares that the Board of Directors deems appropriate.
Participation in the Share Savings Scheme 2020 presupposes that such participation can legally take place, and that such participation can, according to the Board of Directors’ assessment, take place with reasonable administrative costs and financial contributions.
The Board of Directors shall be responsible for the detailed design and management of the Share Savings Scheme 2020 within the framework of the above-mentioned main conditions and also have the right to make the minor adjustments to these terms and conditions that may be called upon as a result of legal or administrative circumstances. The Board of Directors shall in addition have the right to make adjustments and deviations from the conditions due to local regulations and applicable market practice.
Scope and costs for Share Savings Scheme 2020
The maximum number of Class B shares in the Company that can be allocated according to the Share Savings Scheme 2020 shall be limited to 400,000 shares, which corresponds to approximately 1.6 percent of all shares and approximately 0.5 percent of all votes in the Company. The number of Class B shares may be subject to recalculation in the event of a bonus issue, share split, reverse share split, preferential rights issue and/or similar events. Including the 125,700 Class B shares that can be transferred to secure, from a cash flow perspective, certain payments, mainly social security contributions, related to the Share Savings Scheme 2020, the scheme comprises a maximum of 525,700 Class B shares, which corresponds to approximately 2.1 per cent of all shares and approximately 0.47 per cent of all votes in the Company.
The Share Savings Scheme 2020 will result in the value of Matching- and Performance Shares being recorded as personnel costs in the income statement over the vesting period in accordance with IFRS 2 Share-based Payments. Social contributions will be expensed against the income statement according to UFR 7 during the vesting period. The size of these costs will be calculated based on the Company’s share price development during the vesting period and the allocation of Matching- and Performance Shares. Based on a share price at the final allocation of SEK 16.20, that the maximum allocation of Matching- and Performance Shares takes place, an estimated staff turnover of zero percent per year and that all participants make an investment up to the maximum amount and expected dividend during the period, the total cost is estimated to MSEK 6.5 excluding social security charges. The costs for outgoing social contributions, assuming an annual share price increase of 17.5 percent and an annual EBITA margin of over ten percent, ahead, up to the time of allocation, are estimated to amount to a maximum of approximately
MSEK 2.0. The costs should be seen in relation to the Company’s total costs for salaries and remuneration, which for 2020 are estimated to amount to MSEK 798.5 including social security contributions. Based on the above assumptions the costs for the Share Savings Scheme 2020, including social security contributions, amounts to approximately one percent of the Company´s total costs for salaries and remuneration.
In order to implement the Share Savings Scheme 2020, the Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Director to acquire and transfer Class B shares in the Company and decide on the transfer of Class B shares in the Company in order to ensure the Company’s obligation to deliver Class B shares to participants in the scheme and secure the cash flow of certain payments related to the Share Savings Scheme 2020 (mainly social security contributions). Detailed terms for the Board of Director’s proposal are set out in points B and C below.
As an alternative to the measures in points B and C below, the Company may, if deemed appropriate by the Board of Director´s, enter into one or more so-called stock swap agreements on market terms with third parties to secure the financial exposure that Share Savings Scheme 2020 is expected to entail, whereby the third party in its own name shall be able to acquire and transfer shares of series B in the Company in accordance with the Share Savings Scheme 2020.
Preparation of the proposal
The Share Savings Scheme 2020 has been prepared by the Remuneration Committee in consultation with the Board of Directors. The proposal has been adopted by the Board of Directors.
Other share-related incentive programs in the Company
There is already one outstanding share-related incentive programs in the Company, Share Savings Scheme 2019, resolved by the 2019 AGM, see page 40 in the 2019 Annual report, available on the Company’s webpage, www.pe.se, on the April 28, 2020 at the latest.
B) Authorizing the board to resolve on acquisitions and transfer of Class B shares in the Company
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, during the period up until the next Annual General Meeting, on one or more occasions, to resolve to execute the acquisition of Class B shares in the Company as follows:
- Acquisitions may be made of a maximum of 856,880 Class B shares.
- Acquisition of Class B shares shall take place on Nasdaq Stockholm and at a price per Class B share at each time within the registered price interval, whereby the interval is between the current applicable highest bid price and the lowest selling price.
- Payment for Class B Shares shall be paid in cash.
- Purchase may be made in order to secure the Company’s undertakings (including social costs) due to (i) the Share Savings Scheme 2020, provided that the AGM first resolved on Share Savings Scheme 2020 in accordance with paragraph A above, and (ii) other share-based incentive programs adopted by a General Meeting at each time.
The Board of Directors further proposes that the AGM authorizes the Board of Directors, during the period up until to the next AGM, on one or more occasions, to decide to transfer a maximum of 204,880 Class B shares in the Company to enable hedging of costs (including social security costs) and delivery in connection with the implementation of the Company’s (i) Share Savings Scheme 2020, provided that the AGM first resolved on Share Savings Scheme 2020 in accordance with paragraph A above, and (ii) other share-based incentive programs adopted by a general meeting at each time. Transfer of Class B shares shall take place on Nasdaq Stockholm and at a price per share of Class B at each time within the registered price interval, whereby the interval is between the current applicable highest bid price and the lowest selling price. Transfer of shares may also take place outside Nasdaq Stockholm to a bank or other financial institution, with deviation from the shareholders’ preferential rights. Such transfer may take place at a price corresponding to the market price at the time of the transfer, with such market deviation as the Board of Directors finds appropriate. The number of Class B shares that may be transferred according to this authorization may be recalculated as a result of an intermediate bonus issue, split, rights issue and/or other similar events.
(C) Resolution on transfer of own Class B shares in the Company
To be able to deliver Matching and Performance Shares in accordance with the Share Savings Scheme 2020 the Board of Directors proposes that, provided that the AGM first resolved on Share Savings Scheme 2020 in accordance with item A above, the AGM resolves on the transfer of Class B shares in the Company as follows.
- A maximum of 400,000 Class B shares in the Company may be transferred (or the higher number of Class B shares that may result from recalculation as a result of bonus issue, split, rights issue and/or other similar events).
- Class B shares may be transferred to participants in the Share Savings Scheme 2020 which, according to the terms of the Share Savings Scheme 2020, are entitled to receive Class B shares.
- Transfer of Class B shares shall take place at the time and according to the conditions that participants in the Share Savings Scheme 2020 are entitled to receive allotment of Class B shares.
The reason for the deviation from the shareholders’ preferential rights is that the transfer of Class B shares constitutes a part of the implementation of the Share Savings Scheme 2020. Therefore, the Board of Directors considers it an advantage for the Company to transfer Class B shares according to the proposal.
The Board’s proposal for the introduction of a performance-based Share Savings Scheme 2020 in accordance with section A above requires that more than half of the votes cast at the Annual General Meeting approve the proposal.
The Board of Director’s proposal to authorize the Board to acquire and transfer Class B shares in the Company in accordance with section B above requires that at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting approve the proposal.
The Board of Director’s proposal for the transfer of Class B shares in the Company according to section C above requires that at least nine tenths of both the votes cast and the shares represented at the Annual General Meeting approve the proposal.
Item 18 – Authorization of the Board of Directors to decide on new issues of Class B shares
The Board of Directors proposes that the AGM resolve in favor of authorizing the Board of Directors to, with or without deviation from the shareholders’ preferential right to, on one or more occasions during the time until the next AGM, decide on new issues of Class B shares in the Company. The authorization includes shares of Class B corresponding to a maximum of ten (10) percent of the total number of issued Class B shares in the Company. The newly issued shares shall be eligible for subscription in cash, in kind, with right of set-off or under conditions referred to in chapter 2 section 5 of the Companies Act.
The reason for deviation from the pre-emption right is that the Company shall be able to issue shares as liquidity in connection with agreements on company acquisitions, or to acquire capital for such acquisitions. The issue price shall be determined in accordance with prevailing market conditions.
The Board of Directors, the CEO or anyone appointed by them shall have the right to make minor adjustments to the above-mentioned decisions which may prove necessary in connection with registration with the Swedish Companies Registration Office.
Resolution under this item is valid only if supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
Shares and votes
The total number of shares in the Company on the day this notice was issued was 24,555,677, of which 5,389,524 shares of Class A with 10 votes each, and 19,157,153 shares of Class B with one vote each, corresponding to a total of 73,142,393 votes. The Company holds no own shares.
Disclosures at the AGM
The Board of Directors and the CEO shall, if any shareholder requests and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide disclosures about conditions that may influence an assessment of an item of business on the agenda, conditions that may influence an assessment of the Company’s or a subsidiary’s financial situation, and the Company’s relationship to other Group companies.
The Board of Directors’ and Nomination Committee’s proposals and other documents that are to be kept on hand pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be available from the Company, at Årstaängsvägen 11, 100 74 Stockholm, and on the Company’s website, www.pe.se, not later than three weeks before the AGM and will be sent upon request to shareholders who have provided their postal address.
Stockholm, April 2020
Projektengagemang Sweden AB (publ)
The Board of Directors
This is a translation of the Swedish original wording. In case of discrepancies, the Swedish version shall prevail.