AGM Information • Nov 8, 2023
AGM Information
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The shareholders of Dustin Group AB, Reg. No. 556703-3062 (the "Company" or "Dustin"), are hereby invited to the Annual General Meeting 2022/23, to be held on Tuesday, 12 December 2023 at 15:00 (CET) at IVA Konferenscenter, Grev Turegatan 16 in Stockholm, Sweden. Registration for the Annual General Meeting will commence at 14:00 (CET).
The shareholders may exercise their voting rights at the Annual General Meeting also by postal voting in accordance with the provisions of Dustin's Articles of Association.
Shareholders who wish to participate in the Annual General Meeting:
Shareholders who wish to participate in the Annual General Meeting by attending the meeting venue in person or by proxy must give notice of participation no later than Wednesday, 6 December 2023. Notification may be given in any of the following manners:
Shareholders shall in their notice to participate state their full name, personal identification number or company registration number, address and telephone number, and advisors, if applicable. Shareholders who are represented by a proxy or a representative should send documents of authorization to the address above well in advance of the Annual General Meeting. A template proxy form is available on Dustin's website, www.dustingroup.com/en/general-meetings.
Shareholders who wish to participate in the Annual General Meeting by postal voting in advance must give notice to participate no later than Wednesday, 6 December 2023 by casting their postal vote so that the postal vote is received by Euroclear Sweden (administering the forms on behalf of Dustin) no later than that day. A special form shall be used for postal voting. The form is available on Dustin's website,
www.dustingroup.com/en/general-meetings, and on Euroclear Sweden's website, https://anmalan.vpc.se/euroclearproxy.
The completed and signed postal voting form can be submitted either by email to [email protected], or by mail to Dustin Group AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders may also cast their postal votes digitally through verification with BankID in accordance with instructions on Euroclear Sweden's website, https://anmalan.vpc.se/euroclearproxy. If the shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form. If the shareholder is a legal entity, the entity's certificate of registration (or a corresponding document of authority) shall also be enclosed with the form. Further instructions and conditions are included in the postal voting form and on Euroclear Sweden's website, https://anmalan.vpc.se/euroclearproxy.
Please note that if you wish to participate in the Annual General Meeting by attending the meeting venue in person or by proxy, you must notify this in accordance with the instructions under the heading Participation by attending the meeting venue above. This means that it is not sufficient for those who wish to attend the meeting venue to give notice of participation by postal voting only.
To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered in the name of a nominee must, in addition to give notice to participate, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Monday, 4 December 2023. Such re-registration may be temporary ("voting rights registration") and can be requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations effected by the nominee no later than on Wednesday, 6 December 2023 will be considered in the presentation of the share register.
Election of Chair of the Annual General Meeting, determination of the number of board members, determination of the remuneration to the Board and the auditor, election of board members and Chair of the Board as well as determination of the number of auditors and election of auditor (items 2, 12–16)
The Nomination Committee that consists of Marie Ehrling (Axel Johnson AB, Chair of the Nomination Committee), Sophie Larsén (AMF Pension & Funds) and Mia Brunell Livfors, Chair of the Dustin Board (adjunct), has presented the following proposals. 1
1 Jonas Backman (Protector Forsikring ASA) was member of the Nomination Committee up until 11 October 2023.
Information about the proposed Board members is available on the Company's website, www.dustingroup.com.
The Board proposes that no payment of dividend will be made and that the entire amount available will be carried forward.
The Board proposes that the Annual General Meeting resolves to implement a long-term performance share plan for members of the Executive Management and other key employees in Dustin for the period 2024 to 2026 (the "PSP 2024"). PSP 2024 retains the same structure, and the same economic characteristics for the participants, as the long-term performance-based share plan adopted at the Annual General Meeting 2021/22, which is described on Dustin's website www.dustingroup.com under the heading "Incentive Programs" (which can be found under the section "Corporate Governance").
The purpose of PSP 2024 is to ensure long-term commitment to the value growth in Dustin and to align the participants' incentives and the shareholders' interests by for Dustin strategically important financial performance measures, organic growth and the total shareholder return (TSR). PSP 2024 further includes a target related to product recycling (annual takeback sales), with the purpose of linking the participants' awards to Dustin's 2030 sustainability commitments. All performance targets are described below. The Board is convinced that PSP 2024 will benefit the Company's shareholders as it will contribute to the opportunity to recruit and retain strategically important employees, is expected to increase the commitment and the motivation for the participants and will strengthen the participants' ties to Dustin and its shareholders.
As announced by Dustin on 11 October 2023, the Board has resolved on a fully guaranteed new issue of ordinary shares with preferential rights for existing shareholders of approximately SEK 1,750 million, conditional upon approval by the extraordinary general meeting to be held on 10 November 2023. In accordance with the terms announced on 31 October 2023, the number of new shares to be issued in the rights issue will correspond to 74.9 per cent of the total number of shares in Dustin. In preparing the proposal for PSP 2024, the dilutive effect of the rights issue has been taken into account in the calculation of the maximum number of Investment Shares (as defined below) and performance share awards and the total number of Dustin shares that may be transferred to the participants. The total number of Dustin shares that may be transferred to participants under PSP 2024 is limited to 8,900,000, representing approximately 1.97 per cent of the total number of shares and votes in Dustin following the upcoming rights issue, assuming full subscription. PSP 2024 retains the same model for own investment by the participants as the 2023 plan, meaning that the participants will be entitled to allocate Investment Shares equivalent to approximately 7.5–10 per cent of the participant's individual annual base salary. The adverse
impact of the challenging market conditions on Dustin's share price over the past twelve months, together with the customary subscription discount and dilution in the rights issue, has resulted in the total number of shares that may be transferred to participants being higher than the previous year.
PSP 2024 is proposed to comprise no more than 8,900,000 ordinary Dustin shares. Within the scope of PSP 2024, the participants will be granted performance share awards entitling the participants to receive ordinary Dustin shares after a three-year vesting period ending after the disclosure of Dustin's interim financial report for the period 1 September– 30 November 2026 (the "Vesting Period"). Vesting of performance share awards and thus the right to receive Dustin shares is based on the level of fulfilment of certain performance conditions. The right to receive Dustin shares is also conditional upon the participant having retained the Investment Shares (as defined below) and, subject to certain customary exemptions, continued his or her employment with the Dustin Group throughout the Vesting Period.
In order to participate in PSP 2024, the employees are required to invest in ordinary Dustin shares and to allocate such shares to PSP 2024 (the "Investment Shares"). The maximum number of Investment Shares that each of the participants can allocate to PSP 2024 will correspond to approximately 7.5–10 per cent of the individual annual base salary in relation to the volume-weighted average of the market price of Dustin's share on Nasdaq Stockholm during the period 4–15 December 2023. The Investment Shares may either be shares acquired for PSP 2024 or shares already held. If the participant has inside information, and is therefore prevented from purchasing Dustin shares when giving notice of participation in PSP 2024, the Investment Shares must be acquired as soon as possible, but no later than prior to the Annual General Meeting 2023/24. For each Investment Shares allocated to PSP 2024, the participants will be granted 4–7 performance share awards by the Company, depending upon category of participants.
The performance share awards are divided into four series (A–D). The number of performance share awards that vest and hence entitles to receive Dustin shares is based on the level of fulfilment of the performance conditions set out below during 1 January 2024–31 December 2026 as regards series A, and 1 September 2023–31 August 2026 as regards series B, C and D (the "Measurement Period", and any reference to the Measurement Period in PSP 2024 shall be read and construed accordingly).
relative weighting between (i) and (ii) to be equally distributed across the business segments.
If the entry level is reached, 100 per cent of the series A performance share awards, 10 per cent of the performance share awards in series B (calculated separately for each business segment), and 20 per cent of the series C or D performance share awards will entitle to receives Dustin shares. If the stretch target is reached for one business segment in series B (calculated separately for each business segment), C or D, all performance share awards in that series or business segment will entitle to receive Dustin shares. If the performance level for series B (calculated separately for each business segment), C or D is between the entry level and stretch target, the vesting outcome in such series will be measured linearly. If the entry level is not reached for a series, or one business segment in series B, all performance share awards in that series, or business segment in series B, will lapse. If the total number of ordinary Dustin shares that the performance share awards entitle to receive is not a whole number of shares, the number of shares that are to be transferred to the participants shall be rounded down to the nearest whole number of shares.
PSP 2024 is proposed to include approximately 50 senior executives and key employees in Dustin divided into four tiers: the CEO ("Tier 1"), the other members of the Executive Management ("Tier 2" and "Tier 3"), and other key employees ("Tier 4"). Further, PSP 2024 is proposed to comprise up to 1,142,200 Investment Shares entitling participants to receive, in aggregate, up to 5,242,600 performance share awards. PSP 2024 will comprise up to the following number of Investment Shares and performance share awards for the participants:
Tier 3 (approximately 5 employees) can allocate up to 33,000 Investment Shares each. For each Investment Share, the participants are entitled to receive a total of 5 performance share awards, of which 1 performance share award of series A, 1.5 performance share awards of series B and C, respectively, and 1 performance share award of series D.
Tier 4 (approximately 43 employees) can allocate up to 18,300 Investment Shares each. For each Investment Share, the participants are entitled to receive a total of 4 performance share awards, of which 1 performance share award of series A, 1.125 performance share awards of series B and C, respectively, and 0.75 performance share award of Series D.
The number of performance share awards that a participant will receive is based on the participant's competence and area of responsibility as well as the number of Investment Shares allocated to PSP 2024, and an assumed share price of SEK 5.15 (i.e., the subscription price in the upcoming rights issue). In practice, this means that most of the participants will not receive the maximum number of performance share awards for their respective tier, as set out above.
The performance share awards shall be governed by the following general terms and conditions:
The maximum number of ordinary Dustin shares which may be delivered under PSP 2024, including compensation for dividends, is limited to 8,900,000, representing approximately 7.87 per cent of the outstanding shares and votes in the Company as of the announcement date of this notice and approximately 1.97 per cent of outstanding shares and votes in the Company after the upcoming rights issue, assuming full subscription. The number of shares that may be transferred to the participants can, under conditions that the Board stipulates, be subject to recalculation following a bonus issue, share split or reverse share split, rights issue and/or similar corporate events. The number of shares that may be transferred to participants under PSP 2024 in accordance with section 17(e) below has been adjusted to reflect the upcoming rights issue.
PSP 2024 will be accounted for in accordance with IFRS 2, which stipulates that the performance share awards should be recorded as a personnel expense over the Vesting Period. Based on a share price of SEK 13.18 (the closing price of Dustin's share on 3 November 2023), the subscription price in the upcoming rights issue of SEK 5.15, full participation in PSP 2024 (including full participation of new employees) to at least the subscription price, a 100 per cent fulfilment of the performance condition in series A and a 50 per cent fulfilment of the performance conditions in series B–D, and an annual staff turnover rate of 10 per cent, the total cost for PSP 2024, excluding social security costs, is estimated at SEK 12.8 million.
Social security costs will be recorded as a personnel expense by current reservations. The social security costs are estimated to approximately SEK 7.4 million under the above assumptions, an average social security tax rate of 25 per cent, consensus equity research dividend estimates, and an annual share price development on the Dustin share of 10 per cent during the Vesting Period.
The annual costs for PSP 2024, including social security costs, is estimated to approximately SEK 6.9 million under the above assumptions. This cost can be compared to the Dustin Group's total personnel expenses, including social security costs, of SEK 1,920 million for the financial year 2022/23.
The costs are expected to have a limited effect on Dustin's key ratios.
To ensure delivery of ordinary Dustin shares under PSP 2024, the Board under items 17(b)– (e) proposes that the Annual General Meeting resolves on amendments to the Articles of Association and authorizes the Board to resolve on a directed issue of class C shares to Nordea Bank Abp, filial i Sverige and further to subsequently resolve to repurchase the class C shares from Nordea Bank Abp, filial i Sverige. The class C shares will be held by the Company, whereafter the appropriate number of class C shares will be reclassified into ordinary shares and subsequently be transferred to the participants under PSP 2024. The Board further proposes that the Annual General Meeting resolves that a maximum of 8,900,000 ordinary shares may be transferred to the participants in accordance with the terms of PSP 2024.
In the event delivery of shares under PSP 2024 cannot be achieved as a result of that the majority requirements under items 17(b)–(e) are not reached, participants may instead receive ordinary shares from a third party who has entered into a share swap agreement with Dustin, provided that the Annual General Meeting resolves in accordance with the proposal in item 17(f).
The Board's Remuneration Committee has prepared PSP 2024 in consultation with external advisors. In addition, PSP 2024 has been reviewed and discussed at Board meetings. The Remuneration Committee has also been responsible for the preparation of the detailed terms and conditions of PSP 2024 that shall apply between Dustin and the participants, in accordance with the terms and guidelines resolved by the Annual General Meeting. It is further proposed that the Board shall be entitled to make other adjustments, if it so deems appropriate, should changes occur in Dustin or its operating environment that entails that PSP 2024 no longer correctly reflects the performance of Dustin. Any such adjustments shall only be made in order to fulfil the main objectives of PSP 2024.
Please refer to the 2022/23 annual report, Note 7 for the group, and Dustin's website at www.dustingroup.com under the heading "Incentive Programs" (which can be found under the section "Corporate Governance"), for information regarding Dustin's ongoing warrantbased incentive plans and the long-term performance-based share plan adopted at the Annual General Meeting 2021/22.
In order to ensure the delivery of shares to participants in PSP 2024, the Board proposes that section 4, second paragraph of the Articles of Association is amended as follows.
The shares shall be of two classes, ordinary shares and class C shares. Ordinary shares may be issued up to a maximum number of shares that represents the full share capital and class C shares may be issued up to a maximum number of 5,000,000.
The shares shall be of two classes, ordinary shares and class C shares. Ordinary shares may be issued up to a maximum number of shares that represents the full share capital and class C shares may be issued up to a maximum number of 20,000,000.
The Board proposes that the Annual General Meeting resolves to authorize the Board to, during the period until the next Annual General Meeting, resolve on a directed issue of class C shares.
• The reason for the proposed deviation from the shareholders' preferential rights, and the basis for setting the subscription price to the quota value, is to ensure delivery of ordinary shares to participants under PSP 2024.
The Board proposes that the Annual General Meeting resolves to authorize the Board to, during the period until the next Annual General Meeting, repurchase own class C shares. The repurchase may only be effectuated through an offer directed to all holders of class C shares and at a purchase price corresponding to not less than the quota value and not more than SEK 5.1 per share. Payment for the class C shares shall be made in cash. The purpose of the repurchase is to ensure the delivery of ordinary shares under PSP 2024.
The Board proposes that the Annual General Meeting resolves that a maximum of 8,900,000 ordinary Dustin shares may be transferred free of charge to participants in PSP 2024 in accordance with the applicable approved terms.
In the event that the majority requirements under items 17(b)–(e) are not reached, the Board proposes that the Annual General Meeting resolves that the financial exposure of PSP 2024 shall be hedged by the Company entering into a share swap agreement with a third party, under which the third party shall, in its own name, acquire and transfer ordinary Dustin shares to participants in PSP 2024.
The resolutions under items 17(b)–(e) are conditional upon each other.
Valid resolutions to amend the Articles of Association under item 17(b) and authorize the Board to issue and repurchase own class C shares under items 17(c) and (d) require support by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Valid resolution to transfer own ordinary shares under item 17(e) requires support by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the Annual General Meeting.
The Board and the CEO shall, if any shareholder so requests and the Board believes that it can be done without material harm to the Company, at the Annual General Meeting provide information regarding circumstances that may affect the assessment of an item on the agenda, 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 and the consolidated accounts. Any shareholder wishing to submit questions in advance may do so by email to [email protected].
As per the date of the announcement of this notice, the total number of shares and votes in the Company amounts to 113,943,776, of which 113,118,776 are ordinary shares and 825,000 are class C shares. As per the same date, the Company's holding of own shares amounts to 825,000 class C shares. The Company may not vote for its own shares.
The Board, or the person appointed by the Board, shall be entitled to make such minor adjustments to the Annual General Meeting's resolutions that may prove necessary for registration with the Swedish Companies Registration Office and Euroclear Sweden.
The Board's and the Nomination Committee's complete proposals to the Annual General Meeting are set out in this notice. The Nomination Committee's motivated statement regarding its proposal for election of the Board and information on the proposed members of the Board is available on Dustin's website, www.dustingroup.com/en/general-meetings.
The following documents will be available at Dustin's headquarters and on Dustin's website, www.dustingroup.com/en/general-meetings, no later than on 21 November 2023: (i) the annual report and the auditor's report for 2022/23; (ii) the Board's Remuneration Report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act; (iii) the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act; (iv) the Board's motivated statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act; and
(v) the proposed wording of the Articles of Association. Copies of the documents will be sent to the shareholders who so request, indicating their mailing address. The documents can be ordered by email to [email protected], by mail to Dustin Group AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, or by telephone at +46 (0)8 402 91 33.
For information on how your personal data is processed, see the Privacy Notice available on Euroclear Sweden's website, www.euroclear.com/dam/ESw/Legal/Privacy-noticebolagsstammor-engelska.pdf.
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Stockholm in November 2023 DUSTIN GROUP AB (PUBL) THE BOARD OF DIRECTORS
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