Pre-Annual General Meeting Information • Mar 21, 2025
Pre-Annual General Meeting Information
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Scandi Standard AB (publ), 556921-0627, holds its annual general meeting on Tuesday 29 April 2025 at 10.00 a.m. CEST at 7A Posthuset, Vasagatan 28 in Stockholm. The entrance and registration will open at 9.00 a.m. CEST.
Those who wish to exercise their right to vote at the annual general meeting must:
Shareholders who wish to participate in the general meeting in person or by proxy must give notice of attendance to the company no later than on Wednesday 23 April 2025, either:
The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).
Those who do not wish to attend the annual general meeting in person may exercise their rights at the meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.
To facilitate the registration at the annual general meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the company at Scandi Standard AB (publ), Att. "Annual general meeting",
c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, no later than on Wednesday 23 April 2025.
Please note that a notice of attendance at the general meeting must be given even if a shareholder wishes to exercise its voting rights at the meeting through a proxy. A submitted proxy form does not constitute a notice of attendance.
Template proxy forms in Swedish and English are available on the company's website, www.scandistandard.com.
The nomination committee's proposal for members of the board of directors:
The nomination committee's proposal for chairman of the board of directors and vice chairman of the board of directors:
The nomination committee proposes that the chairman of the board of directors Johan Bygge is elected chairman of the meeting.
The board of directors proposes that the annual general meeting resolves on a dividend of a total of SEK 2.50 per share to be paid in two equal payments of SEK 1.25 per share. The record date for the first instalment shall be Friday 2 May 2025 and the record date for the second instalment shall be Friday 19 September 2025. If the annual general meeting resolves in accordance with the board of directors' proposal, the dividend will be distributed on Wednesday, 7 May 2025 (SEK 1.25 per share) and Wednesday 24 September 2025 (SEK 1.25 per share). The dividend proposed by the board of directors amounts to a total amount of approximately SEK 163 million based on dividends to all shares in the company at the time of issuance of this notice, with the exception of shares that the company is expected to hold on the proposed record dates for the dividend, and may therefore be changed if the company acquires or transfers its own shares before the record dates.
The nomination committee proposes that the number of board members elected by the annual general meeting is eight without deputies.
The nomination committee proposes the following fees to the board members for the period until the close of the next annual general meeting.
The fee to the chairman of the board shall be SEK 1,040,000 (SEK 1,000,000), the fee to the vice chairman of the board shall be SEK 570,000 (SEK 550,000) and the individual fee payable to the other non-employed board members elected by the annual general meeting shall be SEK 415,000 (SEK 400,000).
The nomination committee proposes that the fees to members of the committees of the board, for the period until the close of the next annual general meeting, shall be paid as follows. An individual annual fee of SEK 180,000 (SEK 180,000) for the chairman of the risk- and audit committee and SEK 90,000 (SEK 90,000) for each of the two other members of the risk- and audit committee as well as SEK 80,000 (SEK 80,000) for the chairman of the remuneration committee and SEK 40,000 (SEK 40,000) for each of the two other member of the remuneration committee.
The nomination committee proposes that the following persons are elected for the period until the close of the next annual general meeting:
Members of the board of directors:
Chairman of the board of directors:
i) Johan Bygge (re-election)
Vice chairman of the board of directors
j) Paulo Gaspar (re-election)
The nomination committee's complete proposal, including a presentation of the proposed board members and an assessment of their independence in relation to the company and its senior management and major shareholders, is available on the company's website, www.scandistandard.com.
The nomination committee proposes that the company shall have one auditor without a deputy auditor.
The nomination committee proposes that the fees to the auditor are paid in accordance with approved invoice.
The nomination committee proposes, in accordance with the risk- and audit committee's recommendation, that Öhrlings PricewaterhouseCoopers AB is reelected as auditor for the period until the close of the next annual general meeting.
The board of directors proposes that the below guidelines for remuneration for the senior management are applied for remuneration agreed after the annual general meeting 2025. The difference compared to the remuneration guidelines adopted at the 2023 annual general meeting are marginal adjustments to the definition of senior executives because of an internal reorganization. The number of employees covered by the definition remains essentially unchanged.
Remuneration resolved upon by the general meeting is not covered by these guidelines.
In these guidelines, the senior management means the CEO of the company, the senior managers in the company and other group companies who, are reporting to the CEO, the COO of Home Markets, COO of International or the CFO and who are also members of the Group Management (GM).
The company's remuneration principles and policies shall be designed to ensure responsible and sustainable remuneration decisions that support the company's and the group's strategy, long-term interests and sustainable business practices. Salaries and other terms and conditions of employment in the company and the group shall be adequate to enable the company and the group to retain and recruit skilled senior managers at a reasonable cost. The remuneration to the senior managers shall consist of fixed salary, variable salary, pension and other benefits, and it shall be based on principles of performance, competitiveness and fairness.
Each senior manager shall be offered a fixed salary in line with market conditions and based on the manager's responsibility, expertise and performance. To the extent a board member performs work for the company, in addition to ordinary board work, a market-based consulting fee may be paid.
All senior managers may, from time to time, be offered a variable salary (i.e., cash bonuses). The variable salary shall be based on achieving a set of financial, sustainability related and/or personal objectives determined in advance. To which extent the objectives for awarding variable salary has been satisfied shall be determined when the relevant measurement period of the performance criteria has ended. The remuneration committee of the board of directors is responsible for the evaluation of the variable salary to the managing director and CEO. The managing director and CEO is responsible for the evaluation of the variable salary to other members of the senior management.
The variable salary may not amount to more than 75 per cent of the fixed salary (in this context, fixed salary means cash salary earned during the year, excluding pension, benefits and similar).
Remuneration resolved upon by the general meeting is not covered by these guidelines. Accordingly, these guidelines do not apply to the share-related long term incentive program 2025 (LTIP 2025) which the board of directors has proposed or the similar outstanding share-related long-term incentive programs resolved upon by the annual general meetings 2022, 2023 and 2024, respectively. These share-related long-term incentive programs are directed to certain key employees of the group and designed to promote the long-term value growth and sustainability of the company and to increase alignment between the interests of the participating employees and the company's shareholders. Under the incentive programs, the participating employees may be allotted shares in the company free of charge, subject to a three-year vesting period and provided that certain criteria are fulfilled. In order to further increase alignment between the long-term interests of the participants and the company's shareholders, a requirement for participation is that the participant undertakes to retain all allotted shares (except for such shares that are sold to cover for tax due to the allotment of shares) for a period of two years from the date of the allotment of the shares. More information on the
company's share-related long-term incentive programs, including the performance criteria which the outcome depends on, is available on company's website, www.scandistandard.com.
Agreements regarding pensions shall, where applicable, be premium based and designed in accordance with the level and practice applicable in the country in which the member of senior management is employed. Pension premiums for premium defined pension may not amount to more than 30 per cent of the annual fixed salary unless otherwise applies pursuant to applicable collective bargaining agreements.
Other non-monetary benefits may include, for example, life insurance, health insurance and car benefits. Premiums and other costs related to such benefits may not amount to more than 10 per cent of the annual fixed salary.
Fixed salary during notice periods and severance payment, including payments for any restrictions on competition, shall in aggregate not exceed an amount equivalent to the fixed salary for two years. The total severance payment for all members of the senior management shall be limited to the current monthly salary for the remaining months up to the relevant retirement age.
These guidelines have been prepared by the remuneration committee of the board of directors. When evaluating whether the guidelines and the limitations set out herein are reasonable, the remuneration committee has considered the total income of all employees of the company, including the various components of their remuneration as well as the increase and growth rate over time.
The remuneration committee shall monitor and evaluate programs for variable remuneration for senior management, the application of these guidelines as well as the current remuneration structures and compensation levels in the company.
The members of the remuneration committee are independent in relation to the company and the senior management. The managing director and CEO and the other members of senior management do not participate in the board of directors' handling of and resolutions regarding remuneration-related matters if they are affected by such matters.
The board of directors may resolve to deviate from the guidelines, in whole or in part, if the board of directors, in an individual case, is of the opinion that there are special circumstances justifying a deviation and a deviation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability.
Salaries and other terms and conditions of employment in Scandi Standard and the group shall be adequate to enable the company and the group to retain and recruit skilled employees at reasonable costs. Remuneration shall be based on principles of performance, competitiveness and fairness. The board of directors of the company has decided to propose to the annual general meeting the below Long-Term Incentive Program 2025 ("LTIP 2025") for senior executives and key employees, which is designed to promote the long-term value growth of the company and the group and increase alignment between the interests of the participating individual and the company's shareholders.
The program has essentially the same design as the long-term incentive program adopted at the annual general meeting 2024 (LTIP 2024). The board of directors proposes only a marginal adjustment to the compound annual growth rate of earnings per share as explained in more detail below and that the period for the participants to acquire own shares is extended from four months from the implementation of LTIP 2025 until the end of 2025. The intention is that similar incentive programs will continue to be adopted annually at the annual general meetings in the coming years.
In order to ensure the delivery of ordinary shares under LTIP 2025 and for the purpose of hedging social security charges under LTIP 2025, the board of directors proposes that the board of directors is authorised to acquire a maximum of 474,000 ordinary shares in the company on Nasdaq Stockholm. In addition, to enable the company to deliver ordinary shares to the participants, the board of directors proposes that the annual general meeting resolves to transfer a maximum of 365,400 own ordinary shares to the participants of LTIP 2025 in accordance with the terms of LTIP 2025.
The board of directors proposes that the annual general meeting resolves on the implementation of LTIP 2025 principally based on the terms and conditions set out below.
LTIP 2025 comprises a maximum of 33 participants divided into three (3) categories.
Participation in the LTIP 2025 requires that the participant makes a personal investment in Scandi Standard shares ("Investment Shares"). Participants are offered to purchase a maximum number of Investment Shares that shall be allocated to LTIP 2025. The Investment Shares shall be acquired specifically for the LTIP 2025 and the investment shall be made before the end of 2025. The maximum number of Investment Shares allotted to a participant shall be calculated as a percentage of the relevant participant's annual fixed salary. However, the program shall comprise a maximum of 474,000 ordinary shares. In the event that Investment Shares are acquired at a share price that results in the highest number of ordinary shares in the company that can be allocated under LTIP 2025 exceeding 474,000 ordinary shares, the number of ordinary shares that may be transferred to participants in LTIP 2025 will be reduced proportionally as further resolved by the board of directors.
The percentage of the annual fixed salary forming the basis for the number of Investment Shares that may be allocated to LTIP 2025 depends on which category the participant belongs to, and is set out below:
Participation in LTIP 2025 requires that the participant acquires at least one-fourth of the maximum number of Investment Shares that the participant may allocate to LTIP 2025.
For all categories, each Investment Share entitles its holder to free of charge receive one (1) Retention Share Right which is subject to the vesting requirement set out in item 2 (Share Rights) below ("Retention Share Rights") as well as four (4) Performance Share Right that is subject to both the vesting requirement and
performance targets as set out in item 2 (Share Rights) below (together the "Performance Share Rights"). The Retention Share Rights and the Performance Share Rights are referred to as the "Share Rights". The maximum number of Share Rights per Investment Share amount to five.
Subject to the satisfaction of the vesting requirement and the performance requirements set out in item 2 (Share Rights) below, each Share Right entitles the holder to receive one ordinary share in the company.
LTIP 2025 is implemented when the company offers the participants participation in LTIP 2025 and informs them of the number of Investment Shares they are entitled to allocate to LTIP 2025. Allotment of ordinary shares on the basis of Share Rights shall be made at the earliest three years after the implementation of LTIP 2025, and the vesting period shall end on the date of the allotment of the ordinary shares to the participants (the "Vesting Period").
Each Share Right shall entitle to allotment of up to one (1) ordinary share. The conditions for allotment of ordinary shares are described in the following.
In order for Share Rights (both Retention Share Rights and Performance Share Rights) to entitle to allotment of ordinary shares, it shall be required that the participant (a) does not divest its Investment Shares during the Vesting Period and (b) has not given or is not given notice of termination of employment within the group during the Vesting Period. If this condition is not fulfilled, no ordinary shares shall be allotted for any Share Rights. However, in case (i) a participant's employment has terminated prior to the end of the Vesting Period due to such participant's death or disability or (ii) if the employer has given notice of termination of the participant's employment without cause (including, for the avoidance of doubt, notice of termination due to redundancy/shortage of work (Sw. arbetsbrist)) prior to the end of the Vesting Period, one third (1/3) of the right to allotment of ordinary shares shall be vested at each anniversary of the implementation of LTIP 2025.
In addition to the vesting requirement set out above, allotment of ordinary shares for each of the Performance Share Rights shall be conditional upon the satisfaction of respective performance targets as set out below.
Target 1 The performance target is related to the total shareholder return (TSR) on the Scandi Standard ordinary share on Nasdaq Stockholm relative to the OMX Stockholm Mid Cap Index (the "Index") during a certain measurement period as set out below.
The starting value for the TSR shall be the volume weighted average price on the company's ordinary shares on Nasdaq Stockholm during the twenty (20) days of trading following the publication of Scandi Standard's interim report for the first quarter of 2025 and the end value for the TSR shall be the volume weighted average price on the company's ordinary shares on Nasdaq Stockholm during the twenty (20) days of trading following the publication of Scandi Standard's interim report for the first quarter of 2028.
cent of their Performance Share Rights 2 and 3 (maximum allocation).
(c) If the EPS CAGR is less than 5 per cent, no Performance Share Right 2 shall entitle to allotment of ordinary shares. Where the EPS CAGR is between the minimum and the maximum level in accordance with a) and b) above, the number of Performance Share Rights 2 and 3 that entitle to allotment of ordinary shares will be calculated on a linear basis.
The EPS CAGR shall be calculated by the board of directors on the basis of the group's quarterly financial statements, which are adjusted for non-comparable items, up to and including the financial year 2027. The Adjusted EPS for the financial year 2024 was SEK 4.20, which shall be the starting value for the calculation of the EPS CAGR. The lowest level of the performance requirement (5 per cent) is unchanged compared to LTIP 2024. The highest level of the performance requirement (33 per cent) has been adjusted in relation to LTIP 2024 (35 per cent). The adjustment has been made since the initial value is at a historically high level.
The target for 2027 is for LTIFR (number of accidents with sick leave per million hours worked) index 18.6, the target for 2027 for antibiotics is 4 per cent treated flocks and the target for 2027 for CO 2e is 20,000 tonnes of CO 2e.
In addition to what has been stated above, the following terms and conditions shall apply for the Share Rights:
In order to further increase alignment between the long-term interests of the participants and the company's shareholders, a requirement for participation in LTIP 2025 shall be that the participant undertakes to retain all allotted ordinary shares (except for such ordinary shares that are sold to cover for tax due to the allotment of ordinary shares) for a period of two years from the date of the allotment of the ordinary shares.
The board of directors, or a committee appointed by the board of directors, shall be responsible for determining the detailed terms and the administration of LTIP 2025, within the scope of the terms and guidelines given by the general meeting. By way of example, the board of directors shall be authorised to decide that, despite the conditions under item 2 (Share Rights) above being fulfilled, no allotment of ordinary shares shall be made to a participant in case of fraud, other criminal activity or gross misconduct by such participant.
In connection with any rights issues, splits, reverse splits and similar dispositions, the board of directors shall be authorised to recalculate EPS CAGR and relative TSR as well as the number of ordinary shares that the Share Rights shall entitle to.
In case a public offer for all shares in the company is declared unconditional and the offeror thereby will become the owner of more than 90 per cent of the shares in the company, the board of directors shall be authorised to resolve upon the closedown and cash settlement of LTIP 2025, including but not limited to approving earlier execution of Share Rights, amending the vesting requirements and shorten the periods for application of the EPS CAGR and relative TSR thresholds for determination of to which extent the performance requirement is fulfilled.
If delivery of ordinary shares cannot be accomplished at reasonable costs, with reasonable administrative effort and without regulatory problems, the board of directors shall be authorised to decide that the participants may instead be offered a cash-based settlement.
Further, the board of directors shall be authorised to decide on other adjustments in the event that major changes in the group, the market or otherwise in the industry would occur, which would entail that resolved conditions for allotment and the possibility to use the Share Rights under LTIP 2025 would no longer be appropriate.
The board of directors proposes that the annual general meeting resolve to authorise the board of directors to acquire a maximum of 474,000 own ordinary shares and that the annual general meeting resolves on a transfer of own ordinary shares for the following purposes:
Acquisitions shall be made on Nasdaq Stockholm on one or several occasions and until the next annual general meeting at a price within the at each time prevailing price interval for the ordinary share on Nasdaq Stockholm. The full proposal regarding authorization for the board of directors to acquire own ordinary shares is included in item 15 b) on the proposed agenda. Since the company already holds 733,726 own ordinary shares in treasury and not more than 633,500 ordinary shares may be allotted under the already outstanding incentive programs, the company may acquire a lower number of ordinary shares than what is covered by the proposed authorisation.
Transfers of own ordinary shares shall be made to the participants of LTIP 2025 in accordance with the terms of LTIP 2025. The full proposals regarding transfers of own ordinary shares are included in items 15 c) and 17 on the proposed agenda.
LTIP 2025 will result in an allotment of a maximum of 474,000 ordinary shares in the company, amounting to a value of approximately SEK 39.8 million including social security costs.
The board of directors has made estimates of the costs for LTIP 2025. The estimates are based on the assumption that the share price is approximately SEK 84 at the time of allotment of ordinary shares, that all individuals who have been offered to participate in the program participates and that they make a maximum
investment. Upon a 50 per cent fulfilment resulting in a 50 per cent allotment of Performance Share Rights, the costs for LTIP 2025 are estimated to approximately SEK 15 million, excluding social security costs. Upon 100 per cent target fulfilment and full allotment of Performance Share Rights, the costs are estimated to amount to approximately SEK 31 million, excluding social security costs.
The social security contributions for LTIP 2025 are estimated to approximately SEK 4.5 million, based on the above assumptions, including an EPS CAGR of 16 per cent and an annual relative TSR of 5 per cent as well as a fulfilment of Requirement 3 to 50 per cent (i.e. a 50 per cent target fulfilment) and average social security contributions of approximately 23 per cent. At an EPS CAGR of at least 33 per cent and an annual relative TSR of 10 per cent and a fulfilment of Requirement 3 to 100 per cent (i.e. a 100 per cent target fulfilment), the social security contributions are estimated to amount to approximately SEK 9 million.
The costs for LTIP 2025 are in accordance with IFRS 2 determined on the allotment date and allocated over the Vesting Period. In accordance with IFRS 2, the theoretical fair market value of the Share Rights shall form the basis of the calculation of these costs. The theoretical fair market value shall, for the Performance Share Rights hinging on relative TSR, not be re-valued in subsequent reporting periods and for the Performance Share Rights hinging on EPS CAGR, reevaluation of the Share Rights shall be made, although adjustments shall be made in conjunction with every financial report for the Share Rights that have not been vested. In this manner, the accumulated costs at the end of the Vesting Period will correspond to the number of Share Rights that fulfil the conditions.
The company may need to acquire up to 474,000 own ordinary shares, corresponding to approximately 0.7 per cent of the outstanding shares and votes in the company at the date of this notice, in order to secure delivery of ordinary shares under LTIP 2025 and to secure and cover social security charges.
The costs for LTIP 2025 are expected to have a marginal effect on the group's key ratios.
The board of directors considers the existence of effective share-related incentive programs for key employees to be of material importance for the development of the company and the group. The proposed program creates a common group focus for the key employees in the different parts of the group. By linking the key employees' remuneration to the company's and the group's earnings, long-term
value growth is rewarded, which increases the alignment between the interests of the key employees and the company's shareholders.
In light of these circumstances, the board of directors considers that LTIP 2025, with regard to the terms and conditions, the size of the allotment and other circumstances, is reasonable and advantageous for the company and its shareholders.
The proposal has been prepared by the remuneration committee in consultation with the board of directors and external advisors. The resolution to propose LTIP 2025 to the annual general meeting has been taken by the board of directors.
The annual general meeting 2022 adopted a long-term incentive plan for 28 senior executives and key employees, the annual general meeting 2023 adopted a longterm incentive plan for 32 senior executives and key employees and the annual general meeting 2024 adopted a long-term incentive plan for 31 senior executives and key employees. 175,300 ordinary shares will be allotted under LTIP 2022, a maximum of 199,000 ordinary shares may be allotted under LTIP 2023 and a maximum of 259,200 ordinary shares may be allotted under LTIP 2024.
A resolution in accordance with the board of directors' proposal regarding the implementation of LTIP 2025 requires support from shareholders representing more than half of the votes cast at the meeting.
A resolution in accordance with the board of directors' proposal regarding acquisition of own ordinary shares is valid only if supported by shareholders holding not less than two thirds (2/3) of the votes cast as well as the shares represented at the general meeting.
A resolution in accordance with the board of directors' proposal regarding resolution to transfer ordinary shares to the participants of LTIP 2025 is valid only if supported by shareholders holding no less than nine tenths (9/10) of both the votes cast and the shares represented at the meeting.
The board of directors proposes, for the purposes of (1) securing delivery of shares to the participants of LTIP 2025 and (2) securing and covering costs that can be triggered by the LTIP 2025 (e.g., social security charges and tax), that the board of directors is authorised to, on one or several occasions and until the next annual
general meeting, resolve on acquisition of own ordinary shares in the company, on the following terms and conditions:
The board of directors proposes that, in order to secure delivery of ordinary shares under LTIP 2025, a maximum of 365,400 own ordinary shares are transferred to the participants of LTIP 2025 on the following terms and conditions:
The rationale for the proposed transfers of own ordinary shares and for the deviation from the shareholders' preferential rights is to enable delivery of ordinary shares to the participants in LTIP 2025.
The board of directors proposes that the board of directors is authorised to resolve on acquisition of ordinary shares in the company on the following terms and conditions:
The board of directors proposes that the board of directors is authorised to resolve on transfers of own ordinary shares in the company on the following terms and conditions:
• Transfers by other means than on Nasdaq Stockholm may be made with deviation from the shareholders' preferential rights. Where the board of directors resolves to transfer own ordinary shares with deviation from the shareholders' preferential rights, the reason for the deviation shall be to use own ordinary shares as consideration for or as financing of acquisitions of companies or businesses.
A resolution in accordance with items 15 b), 16 and 17 is only valid where supported by shareholders holding not less than two thirds (2/3) of the votes cast as well as the shares represented at the general meeting.
A resolution in accordance with item 15 c) is only valid where supported by shareholders holding not less than nine tenths (9/10) of the votes cast as well as the shares represented at the general meeting.
At the date of this notice, the company has only issued ordinary shares and the total number shares and votes in the company amounts to 66,060,890. At the date of this notice, the company holds 733,726 own ordinary shares, representing 733,726 votes.
The board of directors and the managing director shall, if a shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the group
Documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company at Strandbergsgatan 55, SE-112 51 Stockholm, Sweden and the company's website, www.scandistandard.com, not later than three weeks prior to the annual general meeting. The documents will also be sent free of charge to shareholders who so request and inform the company of their address. Such a request may be sent to Scandi Standard AB (publ), Att. "Scandi Standard AGM", P.O. Box 30174, SE-104 25 Stockholm, Sweden, or by email to the company at [email protected].
For information about the processing of personal data in connection with the annual general meeting, see the privacy notice on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
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Stockholm in March 2025 Scandi Standard AB (publ) The board of directors
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