Pre-Annual General Meeting Information • Mar 28, 2022
Pre-Annual General Meeting Information
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The shareholders of Wästbygg Gruppen AB (publ), corporate ID number 556878–5538, ("Wästbygg" or "the Company"), are invited to the Annual General Meeting on Thursday, 5 May 2022 at 15.00 at Norges Hus, Skånegatan 16, Gothenburg.
Wästbygg cares about the health of its shareholders and the right to participate and vote at the Annual General Meeting, and intends to help, in the best possible way, to reduce the spread of Covid-19 in the community. Accordingly, the Board of Directors, under the provisions of § 4 of the Swedish Act (2022:121) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations, has made it possible for shareholders who do not wish to attend the Annual General Meeting 2022 in person, to exercise their right to vote by postal voting instead. Shareholders are encouraged to comply with the recommendations made by the authorities from time to time, and to help prevent the spread of infection.
Any shareholder who is entered in the share register kept by Euroclear Sweden AB on 27 April 2022, and who has also notified the Company no later than 28 April 2022 of his/her intention to participate, has the right to participate in the General Meeting. The notice of participation, and, where appropriate, a completed postal voting form, is to be sent to Wästbygg Gruppen AB (publ), "IR Årsstämma", Sofierogatan 3B, 412 51 Gothenburg, Sweden. The above notifications may also be submitted electronically, and, in that case, are to be sent to: [email protected].
The notice must state the shareholder's full name, Swedish Civil Registration Number or Corporate ID Number, shareholding, address, daytime telephone number and, where appropriate, information on the number of assistants (maximum two).
A separate form must be used for postal voting. The form is available on the Company's website www. wastbygg.se and will be sent to a shareholder on request via [email protected] or via post till Wästbygg Gruppen AB (publ), "IR Årsstämma", Sofierogatan 3B, 412 51 Göteborg. The postal voting form is also valid as a notice of participation in the General Meeting. The completed postal voting form must be in the hands of the Company no later than 28 April 2022 by post or email in accordance with the above.
Full instructions for shareholders who wish to exercise their right to vote by postal voting are contained in the postal voting form.
In order to participate in the annual general meeting shareholders who have their shares registered in the name of a nominee must have their shares temporarily re-register in their own name. Shareholders who wish to re-register shares in their own name must notify their nominee well in advance of April 29, 2022. Such re-registration must be completed with Euroclear Sweden AB by April 29, 2022.
If a shareholder is to be represented by an agent, the agent must have a written and dated proxy for the General Meeting, signed by the shareholder. The proxy must not be older than one year, unless a longer period of validity (but no longer than five years) is specified on the proxy. If the proxy has been issued by a legal entity, the agent must also present a current registration certificate or the equivalent authorisation documents for the legal entity. To facilitate admittance, a copy of the proxy and other authorisation documents should be attached to the notice of participation in the General Meeting. The proxy form is available on the Company's website (www.wastbygg.se), and will be sent by post to any shareholder who contacts the Company and gives his/her address.
(a) the acquisition of the Company's own shares; and
(b) the disposal of the Company's own shares.
Resolution on the authorisation of the Board of Directors to decide on share issues.
Closing of the Meeting.
Item 2: The Nomination Committee proposes that Cecilia Marlow shall be elected chairman for the 2022 annual general meeting, or in the event that she is unable to attend, the person appointed by the Nomination Committee.
Item 8 (b): The Board of Directors proposes that the funds at the disposal of the Annual General Meeting of SEK 1,551,031,283 be appropriated so that a total amount of SEK 112,579,000, equivalent to SEK 3.50 per dividend-entitled share, be paid to the shareholders and that SEK 1,438,452,283 be carried forward. The Board of Directors proposes that 9 May 2022 be adopted as the record date. If the Annual General Meeting approves the proposal, payment is expected to take place through Euroclear Sweden AB on or around 12 May 2022.
Item 8 (c): The auditors support that the annual general meeting resolves to grant members of the Board and the managing director discharge from liability for their administration during the previous fiscal period. Resolutions regarding the discharge from liability is proposed to be made through separate, individual resolutions for each member of the Board and the managing director in the following order:
Item 9: The Nomination Committee proposes that the Board of Directors shall consist of five ordinary members elected by the Annual General Meeting without deputies (a).The Nomination Committee proposes that the number of auditors be one, and that no Deputy Auditor be appointed (b).
Item 10: The Nomination Committee proposes that the fee for the Chair shall amount to SEK 500,000, and for other members of the Board to SEK 250,000 per member for their entire mandate period. In addition, the Nomination Committee proposes that the fee for members of the Investment Committee be SEK 75,000 per member for the entire mandate period.
The Nomination Committee proposes that the fee to the Company's Auditor be paid in accordance with approved invoices.
Item 11: The Nomination Committee proposes that the following members of the Board, Jörgen Andersson, Lennart Ekelund, Christina Källenfors, Joacim Sjöberg as well as Cecilia Marlow, are reelected. The Nomination Committee further proposes that Cecilia Marlow is re-elected as chairman of the Board.
Information regarding the members of the Board proposed to be re-elected and their respective independence vis-à-vis the Company and the Company's major shareholders is available on the Company's website (www.wastbygg.se) as well as in the Company's annual financial report.
The Nomination Committee proposes that the registered accounting firm Grant Thornton Sweden AB, with Lars Kjellgren as responsible auditor and Camilla Nilsson as co-signing auditor, is re-elected until the 2023 annual general meeting.
Item 12: The Board of Directors proposes that the Annual General Meeting resolve to establish a longterm incentive programme for certain employees ("LTI 2022") in accordance with the following.
The LTI 2022 is a variable long-term incentive program that provides senior management and key personnel (currently approximately 60 people) the opportunity to receive a cash bonus that, after deduction for taxes, shall be used to acquire B shares in Wästbygg. The overall purpose of the LTI 2022 is to align the interests of the Company's employees and shareholders and thus ensure a maximal long-term creation of value. LTI 2022 is also intended to create a long-term focus on the profit trend, growth and sustainability among the participants. The LTI 2022 is further considered to increase the Company's ability to recruit and retain current and future senior executives and other key personnel. The LTI 2022 is one part of an overall competitive compensation package to senior executives. The Board of Directors is therefore of the opinion that the proposed LTI 2022 is to the benefit of the Company and its shareholders. It is the Board of Directors intention to evaluate the LTI 2022 in the following year and the ambition is further to propose programs similar to the LTI 2022 to future annual general meetings. The Board of Directors further intends to put forth a proposal regarding the repurchase and transfer of the Company's own shares required to complete the implementation of the LTI 2022 to the participants to the 2023 annual general meeting.
| Position | Maximum number of Matching Shares per Saving Share |
Maximum bonus amount % of fixed annual salary |
|---|---|---|
| Group CEO | 1 | 15 % |
| Other group management and certain key employees |
1 | 10 % |
| Other company management | 1 | 6 % |
The maximum bonus amount that each participant may obtain under the LTI 2022 is limited to the percentages of the participant's fixed annual salary as set forth below.
The Board of Directors shall be responsible for the detailed design and management of the LTI 2022 within the principal terms and conditions set forth above. The Board of Directors shall moreover be entitled to make minor adjustments in the terms and conditions if required by legal or administrative circumstances. The Board of Directors may also make minor adjustments and deviations from the terms and conditions due to other local rules and market practices.
The Board of Directors has made a preliminary cost calculation for the LTI 2022. The costs of the LTI 2022, which are reported in connection to the profit and loss statement, are calculated in accordance with the accounting standard IFRS 2 and accrued over the vesting period, which ends in December 2026.
The costs of the LTI 2022 are based on the LTI 2022 comprising a maximum of 60 participants. In total, the costs of the LTI 2022, when calculated in accordance with the IFRS 2, are estimated to amount to approximately SEK 3,350,000, excluding social security contributions. The costs for social security contributions and pension are estimated to amount to a total of approximately SEK 1,050,000, based on the presumptions set forth above and an average tax rate for social security contributions of 31.42 percent.
The expected cost of SEK 4,400,000, including social security contributions, is equivalent to around 1 percent of the Company's total personnel costs for financial year 2021. The calculations are made on the basis of the persons who are currently intended to be covered by LTI 2022 and on their present salary levels. The costs may change if the number of people covered by LTI 2022 changes.
The Annual General Meeting 2021 resolved on the implementation of LTI 2021. The outcome of LTI 2021 and of the Company's STI programme are described in detail in the Company's Annual Report.
To all intents and purposes, the terms and conditions for LTI 2022 correspond to the terms and conditions for LTI 2021, which was approved by the Annual General Meeting 2021, with the departure that there is now a sustainability parameter in the programme to ensure a long-term focus on reduced carbon footprint.
Item 13: The Board of Directors proposes that the annual general meeting adopts the following guidelines for remuneration and other terms of employment for the Company's senior management to apply until further notice, however, no later than the 2026 annual general meeting. The guidelines also include any potential remuneration to members of the Board in addition to the remuneration paid due to that person's appointment as Board member. The guidelines include remunerations arising from agreements as well as potential changes in remunerations already agreed upon which take place after the annual general meeting has adopted the guidelines. The guidelines do not include remunerations which are to be decided by the annual general meeting, such as remunerations for members of the Board.
The class B shares of Wästbygg Gruppen AB (publ) ("the Wästbygg Group" or "the Company") are listed on Nasdaq Stockholm, which is a regulated market. The Remuneration Policy has been adopted for the purpose of setting guidelines for salaries and other remuneration for the Chief Executive Officer and other senior executives in accordance with the requirements of the Swedish Code of Corporate Governance ("the Code").
Quality assurance and calibration of the Company's salaries are carried out by the Company's HR manager using Mercers IPE methodology, annual salary surveys as well as salary comparisons. Comparisons are made with both the construction industry as well as other industries in accordance with the laws and other regulations applicable in the different countries where Wästbygg conducts business.
The Company offers all employees a short-term incentive programme (STI) in accordance with the Wästbygg Group's current profit sharing plan at any time. Senior executives and key individuals designated by the Board will also be offered, subject to the approval of the Annual General Meeting, a long-term incentive programme (LTI) in accordance with the Wästbygg Group's current loyalty programme at any time.
In order for Wästbygg to implement its business strategy and safeguard its long-term interests, including sustainability, Wästbygg is required to have the ability to recruit and retain qualified employees. To achieve this, Wästbygg must be able to offer a competitive total remuneration, which is enabled by these guidelines. Additional information regarding Wästbygg's vision and business concept can be found in Wästbyggs annual financial reports, published on
https://group.wastbygg.se/en/investors/reports-and-presentations-2419/.
Wästbygg's main principle is that remunerations shall be based on terms that attract, motivate and retain competent employees. The Company's incentive programme shall strengthen the link between the employees' short-term and long-term objectives, which is why the remuneration of senior executives, over and above their salaries and short-term incentives, may also consist of long-term incentives which are reasonable in relation to market practice. The remuneration shall not be discriminatory based on sex, transgender identity or expression, ethnicity, religion or other belief, disability, sexual orientation, age or other irrelevant circumstances. The guidelines constitute part of the Company's business strategy, by motivating the development and performance of the Company's short-term and long-term goals in the business plan, and thereby contributing to the Company's longterm interests and sustainability.
The managing director and other senior executives shall be offered a fixed salary based on the individual's job description, competence, position, responsibility, performance and other market factors. The salary shall be determined per calendar year with an annual salary review on January 1. The fixed salary for senior management shall under a year of normal performance account for approximately 50-80 percent of the monthly cash salary paid to a senior executive.
All of the Company's employees are included in a joint short-term incentive program ("STI") in which the levels are based on the employee's position and responsibility in accordance with the Company's chosen job evaluation system. STI is intended to strengthen the link between the employees' performance and the Company's objectives in the short term, and is based on the achievement of targets for defined key performance indicators including profit, Group margin and a sustainability parameter. In a year of normal performance outcomes, STI constitutes 5–35% of cash monthly salary, depending on position, with a maximum outcome (ceiling) of 10–70%.
Senior executives and certain key individuals are covered by a common long-term incentive programme (LTI) in which the levels are based on the executive's position and responsibilities, which is based on the Company's approved work evaluation system. LTI is intended to strengthen the link between the senior executives' performance and the Company's long-term objectives. LTI consists of a conditional share-purchase programme, in which the employee receives a matching share per conditional share, provided that the employee is still employed and holds conditional shares after three years. LTI for one year consists of a maximum of 6–15%, depending on position and the outcome based on the achievement of targets for defined key performance indicators in sales growth and sustainability. The LTI programme for each trading year is conditional on the approval of the Annual General Meeting.
Wästbygg offers managing directors and deputy managing directors a fixed percentage plan for pension provisions. Pension for this group of senior executives refers to 30 percent of the fixed
monthly salary, not including the variable incentive programs. Other employees, including senior executives, are covered by the Company's ITP occupational pension plans. All of the Company's employees are covered by the Company's other benefits in accordance with the applicable policies at any time, such as for company cars, etc.
For the managing director and other senior executives, the notice period is between six and a maximum of twelve months. Managing directors and deputy managing directors may, in addition to salary during the notice period, receive severance pay with a settlement. Where severance pay is offered it shall not exceed a period of 12 months or amount to more than the total compensation received when the employment is terminated.
To the extent that a Board member carries out any work on behalf of the Company, apart from Board work, consultancy remunerations and potentially other remunerations for that work may be paid to the Board member. The remuneration shall be in accordance with market practices and remuneration as well as other conditions for the assignment shall be decided by the Board of Directors.
A report on potential outstanding remuneration commitments that the Company has in regard to managing directors or other senior executives can be found in the Company's annual financial report.
The Board of Directors shall be entitled to deviate from the guidelines set forth above when special circumstances so require.
The proposed guidelines presented at Annual General Meeting 2022 do not involve any significant changes in relation to Wästbygg's existing remuneration guidelines apart from the parts which describe the achievement of targets for outcomes of STI and LTI, where sustainability has been added as a metric.
Item 14 (a): The Board of Directors proposes that the General Meeting resolves to authorise the Board to decide on the acquisition of the Company's own B shares. The purpose of the authorisation on the acquisition of the Company's own shares is to give the Board increased flexibility and the opportunity to adapt the Company's capital structure on an ongoing basis and thereby increase shareholder value and enable the Board to take advantage of attractive acquisition opportunities by financing the acquisition of companies, businesses or assets, in whole or in part, and also to provide the Company's current LTI programme at any time with the Company's own shares.
In the light of the above, the Board proposes that the Extraordinary General Meeting authorises the Board to decide on the acquisition of the Company's own shares on the following terms and conditions:
In relation to the proposal, the Board of Directors has issued an opinion on the soundness of the proposal in accordance with Chap. 19 § 22 of the Swedish Companies Act (2005:551), which is attached to the proposal, Annexe 1.
Item 14 (b): The Board of Directors proposes that the General Meeting resolves to authorise the Board to decide on the disposal of the Company's own B shares. The purpose of the authorisation on the disposal of the Company's own shares, as well as the departure from the shareholders' preferential right, is to give the Board, in a corresponding way, the opportunity to adapt the Company's capital structure on an ongoing basis and thereby increase shareholder value and enable the Board to take advantage of attractive acquisition opportunities by financing the acquisition of companies, businesses or assets, in whole or in part. It is to be noted that all transfers of bought-back shares to the participants in the Company's current LTI programme at any time is subject to the approval of the General Meeting.
The Board of Directors proposes that the Annual General Meeting authorises the Board to decide on the disposal of the Company's own B shares on the following terms and conditions:
It is proposed that both the shares which are held by the Company on the date of the Notice of the Annual General Meeting 2022 and the shares which are acquired under the authorisation which is requested in accordance with (a) above, be available for disposal under this authorisation. On the date of the Notice of the Annual General Meeting 2022, Wästbygg holds 600,000 of its own B shares, equivalent to around 1.8 percent of the total number of outstanding shares in the Company.
Item 15:The Board proposes that the Annual General Meeting authorises the Board, for the period until the next Annual General Meeting, to decide on a new issue of B shares, warrants and/or convertibles. The issue may take place with or without departure from the shareholders' preferential right, and with or without non-cash consideration, set-off of receivables from the Company or otherwise with conditions.
The rationale for the proposal and the reason for the deviation from the shareholders' preferential right and/or the opportunity to resolve on a new issue with provisions on non-cash consideration, setoff or otherwise with conditions, is to give the board flexibility in financing and enabling an accelerated expansion and development of the Group, its market and product, for example through the acquisition of companies, businesses or assets for which payment will be made wholly or partly in newly-issued shares and/or to enable the Board of Directors to acquire capital rapidly for such acquisitions.
The number of B shares issued under the authorisation, through the exercise of options and the conversion of convertibles which are issued under the authorisation, may be a maximum of 3,234,016 shares, which, on full subscription, corresponds to a dilution of around ten percent of all shares in the Company on the date of the Notice of the Annual General Meeting 2022. The maximum number of B shares issued under the authorisation, through the exercise of options and the conversion of convertibles which are issued under the authorisation, shall be recalculated in the event of a bonus issue (with the issue of new shares), a split or consolidation occurs in the Company. The issue shall take place on market terms. The Board of Directors has the right to determine other conditions for the share issues.
The Board of Directors or a person appointed by the Board of Directors is authorised to make the minor formal adjustments to the decision which may prove necessary in connection with registration with Bolagsverket (the Swedish Companies Registration Office).
As at the date of issuance of this Notice, the total number of shares in the Company amounted to 32,340,165, of which the number of A shares was 620,000 and the number of B shares was 31,720,165. The Company held 600,000 of its own B shares on the date of the Notice.
A valid resolution in accordance with 14 (a)–(b) and 15 requires that the resolution is supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the General Meeting.
Accounting documents, Auditor's Report, Auditor's opinion on whether the current guidelines for the remuneration of senior executives has been complied with, and detailed proposals for the resolution will remain available at the Company's offices at Sofierogatan 3B, 412 51 Gothenburg, and on the Company's website, www.wastbygg.se, at the latest from and including three weeks before the Annual General Meeting.
All the above documents will be sent free of charge to shareholders who request this from the Company and provide their address details, and will also be available at the Annual General Meeting.
The shareholders are hereby informed of their right at the Annual General Meeting under the provisions of Chap. 7 § 32 of the Swedish Companies Act (2005:551) to request information from the Board of Directors and the Chief Executive Officer on circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the Company's and the Group's financial situation.
For information regarding the processing of your personal data, please check: https://www.euroclear. com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
The Board of Directors of Wästbygg Gruppen AB (publ)
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Jonas Jönehall, CFO/vice koncernchef, Wästbygg Gruppen AB, tel 073 920 19 01, e-post jonas. [email protected]
Marie Lindebäck, IR-chef och vice hållbarhetschef, Wästbygg Gruppen AB, tel 073 467 20 12, e-post [email protected]
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The Wästbygg Group is a listed construction and project development company that builds and develops residential, commercial buildings and community service properties, as well as logistics and industrial facilities – always with a strong focus on sustainability. With 500 employees, it comprises Wästbygg AB, Rekab Entreprenad AB, Logistic Contractor AB and Inwita Fastigheter AB.
The group operates in the most rapidly expanding markets in Sweden, with Logistic Contractor also providing services in Denmark, Norway and Finland.
Notice to attend the Annual General Meeting in Wästbygg Gruppen AB (publ)
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