Pre-Annual General Meeting Information • Mar 24, 2022
Pre-Annual General Meeting Information
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MALMÖ, SWEDEN, MARCH 24, 2022
The shareholders in Boozt AB are hereby invited to attend the Annual General Meeting on Wednesday 27 April 2022
The shareholders in Boozt AB (hereinafter the "Company" or "Boozt") are hereby invited to attend the Annual General Meeting on Wednesday 27 April 2022. The Board of Directors has decided that the Annual General Meeting will be held only by advance voting (postal vote) in accordance with temporary legislation. This means that the Annual General Meeting will be conducted without the physical presence of shareholders, proxies or external parties and that shareholders' exercise of voting rights at the Annual General Meeting can only take place by shareholders voting in advance in the order prescribed below. Information on the resolutions passed by the Annual General Meeting will be published on Wednesday 27 April 2022, as soon as the outcome of the advance voting is finally compiled.
Shareholders wishing to attend the Annual General Meeting must be listed as shareholder in the share register kept by Euroclear Sweden AB as of Tuesday 19 April 2022 and notify their participation no later than Tuesday 26 April 2022 by casting their advance vote in accordance with the instructions under the heading "Voting in advance" below so that the advance vote is received by Computershare AB no later than that day.
Shareholders whose ordinary shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the Annual General Meeting by advance voting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Thursday 21 April 2022. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
Shareholders in Denmark who wish to participate in the Annual General Meeting must be listed as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday 19 April 2022 and notify their participation no later than Tuesday 26 April 2022 by casting their advance vote in accordance with the instructions under the heading "Voting in advance" below so that the advance vote is received by Computershare AB no later than that day.
Shareholders whose ordinary shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the Annual General Meeting by advance voting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration may be temporary and is requested from the trustee in accordance with the trustee's
routines at such time in advance as the trustee determines. Shareholders whose ordinary shares are registered with Euronext Securities in Denmark (previously VP Securities A/S) must therefore request from Euronext Investor Services to have such ordinary shares temporarily registered in the shareholder's own name with Euroclear Sweden AB in order to be entitled to participate in the Annual General Meeting.
A request for such registration must be submitted in good time and no later than Wednesday 20 April 2022 at 9: 00 AM CEST to Euronext Securities by sending the completed and signed form by letter to Nicolai Eigtveds Gade 8, DK-1402 Copenhagen K, Denmark, per e-mail to VP\[email protected] or through Euronext InvestorPortalen or online at www.vp.dk/gf. A form for such registration is provided by Euronext Securities and is available at www.booztgroup.com/annual-general-meeting. The registration application should include the account operating institution in Denmark (with the custody account number) with which the shareholder's ordinary shares are deposited.
Shareholders whose ordinary shares are already registered in the name of the shareholder with Euroclear Sweden AB may send a notification of attendance to Computershare AB by submitting its advance vote at a later date, but no later than Tuesday 26 April 2022.
Shareholders with ordinary shares registered in more than one country should state this when submitting their notifications.
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of shareholders' meetings in companies and other associations. A special form shall be used for advance voting. The form is available on the Company's website, www.booztgroup.com/annual-general-meeting. The advance voting form is considered as the notification of attendance to the Annual General Meeting. The completed voting form must be submitted to Computershare AB no later than Tuesday 26 April 2022. The form shall be sent by post to Computershare AB, "Boozt AB's Annual General Meeting", P.O. Box 5267, SE-102 46 Stockholm, Sweden or by e-mail to [email protected]. Shareholders who are natural persons can also, through verification with Swedish BankID or Danish NemID, cast their advance vote electronically via the Company's website, www.booztgroup.com/annual-general-meeting. If a shareholder votes in advance through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the form. A proxy form is available on the Company's website, www.booztgroup.com/annual-general-meeting. If the shareholder is a legal entity, a registration certificate or equivalent document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid. Further instructions and conditions are included in the advance voting form.
If you have any questions, please contact Computershare AB by telephone +46(0)771-24 64 00.
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without significant harm to the Company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the Company's or its subsidiaries financial position and the Company's relation to other companies within the group. Requests for such information must be submitted via e-mail to [email protected] or by post to Boozt AB, Att: AGM /Årsstämma, P.O. Box 4535, SE-203 20 Malmö, Sweden, no later than Sunday 17 April 2022. The information is provided by keeping it available at the Company's office and website, no later than Friday 22 April 2022. The information will also be sent within the same time to the shareholders who have requested it and provided their postal or e-mail address.
Financial statements, the audit report, the Board of Directors' remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals for resolutions and other documents for the Annual General Meeting, are presented by keeping them available at the Company's office at Hyllie Boulevard 35, SE-215 37 Malmö, Sweden, and at the Company's website, www.
booztgroup.com/annual-general-meeting, as from no later than three weeks before the Annual General Meeting, and will also be sent to shareholders who request it and provide their address. The share register of the Annual General Meeting will also be available at the Company's office.
The total number of shares in the Company amounts to 67,467,637 shares, of which 65,498,601 are ordinary shares with one vote each, and 1,969,036 are series C shares with one tenth of a vote each. The total number of votes in the Company amounts to 65,695,504.6 votes. The Company holds all 1,969,036 outstanding series C shares, corresponding to 196,903.6 votes, which cannot be represented at the Annual General Meeting.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacynotice-bolagsstammor-engelska.pdf.
The Nomination Committee, consisting of Anders Lund (Chairman), appointed by BLS Capital Fondsmæglerselskab A/S, Caroline Sjösten, appointed by Swedbank Robur Fonder AB, Claus Wiinblad, appointed by Arbejdsmarkedets Tillægspension (ATP), and the Chairman of the Board of Directors Henrik Theilbjørn, proposes that lawyer Ola Grahn is elected as Chairman of the meeting or, in his absence, the person appointed by the Nomination Committee instead.
The voting list that is proposed to be approved is the voting list prepared by Computershare AB on behalf of the Company, based on the share register of the meeting and received advance votes, controlled and approved by the person approving the minutes of the meeting.
Caroline Sjösten, representing Swedbank Robur Fonder AB, is proposed to, together with the Chairman of the meeting, approve the minutes of the meeting, or, in her absence, the person appointed by the Board of Directors instead. The assignment to approve the minutes also includes controlling the voting list and that received advance votes are correctly reproduced in the minutes.
The Board of Directors proposes that no dividends are paid to the shareholders and that the available funds of SEK 1,849,864,954 are carried forward.
The Nomination Committee proposes that the Board of Directors shall be composed of seven ordinary board members until the end of the next Annual General Meeting.
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that one registered accounting firm without deputy is appointed as auditor until the end of the next Annual General Meeting.
The Nomination Committee proposes that board remuneration shall be paid with SEK 1,125,000 to the Chairman of the Board of Directors (unchanged since previous year) and with SEK 450,000 to each of the other board members who are not employed by the Company (unchanged since previous year). Furthermore, remuneration is proposed to be paid for committee work with SEK 250,000 to the Chairman of the Audit Committee (unchanged since previous year), SEK 175,000 to each of the other members in the Audit Committee (unchanged since previous year), SEK 150,000 to the Chairman of the Remuneration Committee (unchanged since previous year) and SEK 100,000 to each of the other members in the Remuneration Committee (unchanged since previous year).
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that remuneration for the auditor is paid in accordance with customary norms and approved invoice.
The Nomination Committee proposes that Henrik Theilbjørn, Jón Björnsson, Cecilia Lannebo, Luca Martines, Julie Wiese and Aileen O'Toole are re-elected as ordinary board members, that Benjamin Büscher is elected as new ordinary board member, and that Henrik Theilbjørn is re-elected as Chairman of the Board of Directors. The current board member Kent Stevens Larsen has declined re-election.
Benjamin Büscher, born 1981, has in his career primarily worked within the fulfilment space, and have had various positions within Rhenus AG (2002-2007), DB Schenker (2007-2008), Avnet Inc., (2008-2015), Schachinger Logistic (2016-2017), and Adidas AG (2017-). Benjamin Büscher is currently Senior Vice President SCM - Global Logistics & Distribution with Adidas AG. Benjamin Büscher is a German citizen.
Education: Dual Studies in Business Administration (Betriebswirt (VWA)), and Postgraduate in Business Administration (Dipl.-Kaufmann (FH)).
Other current assignments: -
Further information on the candidate who is proposed as new board member can be found in the reasoned statement from the Nomination Committee. Information on the board members proposed for re-election can be found in the annual report and on the Company's website, www.booztgroup.com.
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that Deloitte AB is re-elected as auditor. Deloitte AB has informed that Didrik Roos will continue as the responsible auditor.
The Nomination Committee proposes that a Nomination Committee shall be appointed before coming elections and remuneration, and that the following instruction for the Nomination Committee is adopted.
The Nomination Committee shall consist of four members, representing the three largest shareholders as per the end of August, together with the Chairman of the Board of Directors. The "three largest shareholders" refer to the ownership grouped registered or in any other way known shareholders registered in the share registry held by Euroclear Sweden as per the end of August 2022.
The Chairman of the Board of Directors shall as soon as possible when the information regarding the three shareholders as per the end of August is known, contact the three largest shareholders to find out whether they wish to appoint a representative to the Nomination Committee. In case one of the three largest shareholders refrain from appointing a representative, or such representative resign prior to completion of the assignment and without the shareholder who has appointed the representative appointing a new member, the Chairman of the Board of Directors shall encourage the next owner in size (i.e., in the first place the fourth largest shareholder) to appoint a representative. The procedure shall go on until the Nomination Committee is composed of four members including the Chairman of the Board of Directors.
The member who represents the largest shareholder shall be appointed Chairman of the Nomination Committee unless the Nomination Committee unanimously choose someone else. The Chairman of the Board of Directors or another member of the Board of Directors should not be appointed as Chairman of the Nomination Committee.
The members of the Nomination Committee shall be announced no later than six months before the Annual General Meeting. If earlier than three months prior to the Annual General Meeting, one or more of the shareholders having appointed representatives to the Nomination Committee no longer are among the three largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives. Should a member resign from the Nomination Committee before its work is completed and the Nomination Committee considers it necessary to replace him or her, such substitute member is to represent the same shareholder, or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Shareholders who have appointed a representative to be a member of the Nomination Committee shall have the right to dismiss such member and appoint a new representative of the Nomination Committee. Changes to the composition of the Nomination Committee must be announced immediately.
The Nomination Committee's term shall run until such time as a new Nomination Committee has been elected.
No remuneration shall be paid to the members of the Nomination Committee.
The Nomination Committee shall prepare and propose the following to the coming Annual General Meeting:
(a) election of Chairman at the general meeting;
(b) election of Chairman of the Board of Directors and other members of the Board of Directors;
(c) remuneration to the Board of Directors, divided between the Chairman and other members, and remuneration for committee work;
(d) election of auditor and remuneration to the auditor; and
(e) principles for appointment of the Nomination Committee.
On request by the Nomination Committee, the Company shall provide the Nomination Committee with human resources such as a secretary function in order to facilitate the Nomination Committee's work. The Nomination Committee shall also have the right to, as far as necessary in connection with the future election of a board member, obtain material from external consultants on knowledge, experience and profile in reference to suitable candidates, and with the right for the Nomination Committee to charge the Company with reasonable costs for the production of such material.
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors' remuneration report for the financial year 2021.
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, at one or several occasions, during the time up until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, resolve to issue ordinary shares. A new issue should be able to be made with or without provisions regarding contribution in kind, set-off or other conditions. The total number of ordinary shares issuable pursuant to the authorization shall not exceed 10 per cent of the total number of existing shares in the Company at the time of the Annual General Meeting. In case the authorization is used for a new issue with deviation from the shareholders' preferential rights, the subscription price shall be on market terms (subject to customary new issue discount, as applicable). The purpose of the authorization is to be able to carry out and finance acquisitions of companies and assets and to give the Board of Directors increased room for manoeuvre and the opportunity to adapt and improve the Company's capital structure.
The CEO shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket).
The Board of Directors proposes that the Annual General Meeting resolves to implement a long-term incentive program in the form of a performance-based share program (the "LTI 2022") for the Company's CEO, Group Management and key employees in accordance with A below. The resolution is conditional upon that the Annual General Meeting also resolves on hedging measures in accordance with B – D below.
During 2019, 2020 and 2021, it was resolved to implement long-term incentive programs (LTI 2019, LTI 2020 and LTI 2021). As noted in connection with the proposals for these incentive programs, the long-term incentive program was intended to be annual after evaluation of the Board of Directors. The Board of Directors has evaluated the previous incentive programs and found that they have worked well and has hence resolved to propose a similar program this year.
The overall purpose with LTI 2022 is to align the interests of the Company's senior executives and key employees with those of the shareholders and thus ensure a maximum long-term value adding commitment. LTI 2022 is also considered to create a long-term focus on increase in growth and earnings among the participants. LTI 2022 is further considered to facilitate for the Company to recruit and retain senior executives and key employees.
In total, LTI 2022 is proposed to comprise approximately 180 participants composed of senior executives and key employees, divided into four categories. Provided that the performance targets mentioned below are met or exceeded, participants in LTI 2022 shall be given the opportunity to receive ordinary shares in the Company freeof-charge ("Performance Shares").
The total number of Performance Shares shall not exceed 850,000.
The maximum number of Performance Shares that can be allotted to the participants in the respective category shall not exceed the numbers set out in the table below:
| Category | Maximum number of Performance Shares per participant |
|---|---|
| CEO | 70,000 |
| Other Group Management (6 persons) |
297,463 Performance Shares may in the aggregate be allotted to this category but no participant may be allotted more than 74,963 Performance Shares. |
| Senior key employees (approximately 25 persons) |
239,888 Performance Shares may in the aggregate be allotted to this category but no participant may be allotted more than 22,000 Performance Shares. |
| Other key employees (approximately 150 persons) |
242,649 Performance Shares may in the aggregate be allotted to this category but no participant may be allotted more than 22,000 Performance Shares. |
The Board of Directors shall, within the maximum number stated above, resolve on the maximum number of Performance Shares that each individual participant in the respective category may be allotted.
When determining the maximum number of Performance Shares that the CEO may be allotted in LTI 2022, the Board of Directors has applied a guideline pursuant to which the total annual compensation to the CEO in the form of fixed cash salary, variable cash consideration and long term equity based incentive programs cannot exceed an amount corresponding to 3.5 times the CEO's annual fixed cash salary. Consequently, the combined value of variable cash consideration and long term equity based incentive programs cannot exceed an amount corresponding to 2.5 times the annual fixed cash salary. For the purposes of applying this guideline, the Board of Directors has valued the Performance Shares in LTI 2022 using the volume weighted average price of the Company's shares during the 5 trading days immediately prior to 23 March 2022 (the day before the date of the notice to the Annual General Meeting). As per the guidelines for remuneration to senior executives established by the Annual General Meeting in 2021, the variable cash remuneration to the CEO and other senior executives may amount to a maximum of 70 per cent of the fixed annual cash salary. The Board of Directors hence note that the maximum number of Performance Shares that the CEO can be allotted in LTI 2022 fits well within the guideline. The Board of Directors intends to apply the same guideline in future years.
A condition for the right to receive Performance Shares is that the participant, subject to certain customary good leaver exemptions, has continued to be employed by the Company until 27 April 2025.
The performance targets (the "Performance Targets") that have to be met or exceeded relate to (i) the Company's Net Promoter Score (the "NPS Target"); (ii) the Company's organic revenue growth (the "Revenue Growth Target"); and (iii) the Company's Adjusted EBIT (the "EBIT Target"). The number of Performance Shares allocated to each participant in relation to each Performance Target shall be weighted with 10 per cent to the NPS Target, with 60 per cent to the Revenue Growth Target and with 30 per cent to the EBIT Target.
For each of the Performance Targets, there will be a minimum level, a target level and a maximum level. If the minimum target is not achieved, no Performance Shares are vested in relation to the relevant Performance Target, if the minimum target is achieved, 33.3 per cent of the Performance Shares pertaining to the relevant Performance Target are vested, if the target level is achieved, 66.7 per cent of the Performance Shares pertaining to the relevant Performance Target are vested and if the maximum level is achieved, all the
Performance Shares pertaining to the relevant Performance Target will be vested. In the event of an outcome between the minimum level and the target level or between the target level and the maximum level, respectively, vesting of the Performance Shares pertaining to the relevant Performance Target will occur linearly between 33.3 per cent and 66.7 per cent of the Performance Shares pertaining to the relevant Performance Target and between 66.7 per cent and 100 per cent of the Performance Shares pertaining to the relevant Performance Target, respectively.
The NPS Target relates to the Company's Net Promoter Score in the fourth quarter of the financial year 2024 (" NPS"). The minimum level for the NPS Target will be a NPS of 61.0, the target level for the NPS Target will be a NPS of 65.0 and the maximum level for the NPS Target will be a NPS of 68.0. The levels for the NPS Target have been determined based on that the industry average NPS for E-commerce is 62.0 (https://www.retently.com /blog/good-net-promoter-score/). An NPS above 60.0 has a positive impact on the re-buy rate of customers and this has formed the basis when determining the minimum level for the NPS Target to 61.0. The Board of Directors has further taken into account that since the Company grows in size, so does complexity, why it is expected that the NPS will decline from the level reported by the Company for the financial year 2021.
The Revenue Growth Target relates to the Company's compounded annual organic growth rate ("CAGR") during the financial years 2022, 2023 and 2024. CAGR will be calculated as ((net revenue in financial year 2024 (reduced with any non-organic net revenue generated through businesses acquired during the financial years 2022-2024) / net revenue in financial year 2021)1/3 – 1). The net revenue for the financial year 2024 will be adjusted in case there is a contractual change with brands, where the implications are that only the commission fee can be recognized as revenue. This would typically be in consignment or concession like agreement with brands. The minimum level for the Revenue Growth Target will be a CAGR of 15 per cent, the target level for the Revenue Growth Target will be a CAGR of 17 per cent and the maximum level for the Revenue Growth Target will be a CAGR of 22 per cent.
The EBIT Target relates to the Company's Adjusted EBIT (the pro#t/loss before interest and tax adjusted for share based payments related to employees and items affecting comparability) ("Adjusted EBIT") in the financial year 2024. The minimum level for the EBIT Target will be an Adjusted EBIT of MSEK 531, the target level for the EBIT Target will be an Adjusted EBIT of MSEK 559 and the maximum level for the EBIT Target will be an Adjusted EBIT of MSEK 587.
The final number of Performance Shares vested by each participant shall be rounded downwards to the nearest whole number.
Furthermore, the allocation of Performance Shares shall also be conditional upon that the Company at all times during 2024 has fulfilled the financial covenants following from the then applicable loan agreement governing the Company's primary credit facility. To the extent this condition is not met, no Performance Shares shall be allotted in LTI 2022.
Finally, the allocation of Performance Shares shall also be conditional upon that the weighted average quarterly ratio (calculated based on each of the four quarters in the financial year 2024) for "Net working capital - per cent of LTM net revenue" as reported in the Company's full-year report for the financial year 2024 (the "NWC Ratio"), does not exceed certain levels to be determined by the Board of Directors before LTI 2022 is offered to the participants. The Board of Directors shall determine one threshold level and one maximum level for the NWC Ratio. If the threshold level is exceeded but the maximum level is not reached, the Board of Directors shall be entitled to decrease the number of Performance Shares to be allocated to the lower number of shares that the Board of Directors finds reasonable and if the maximum level is exceeded, no Performance Shares shall be allotted in LTI 2022. The Board of Directors intends to present the determined NWC Ratio in connection with the expiration of LTI 2022 at the latest.
Before the number of Performance Shares to be allocated is finally determined, the Board of Directors shall also make a general evaluation if allocation pursuant to the principles set out above is reasonable, having regard to the Company's results and financial standing, to conditions on the stock market and to other circumstances in general. If the Board of Directors finds that it is not reasonable, then the Board of Directors may decrease the number of Performance Shares to be allocated to the lower number of shares that the Board of Directors finds reasonable.
The number of Performance Shares shall be subject to recalculation in consequence of a bonus issue, split, rights issue, and/or other similar company actions.
Allotment and transfer of Performance Shares to the participants shall take place within 30 days after 27 April 2025. To the extent applicable insider rules would prevent transfer of Performance Shares to a participant within this period, the transfer of Performance Shares shall instead be made as soon as such restrictions have ceased to apply.
For the CEO and Other Group Management, allotment of Performance Shares will be conditional upon that the participants, subject to certain customary exceptions, undertake not do divest a certain percentage of the allotted Performance Shares during a period of 12 month following the delivery of the Performance Shares. The number of Performance Shares subject to the restriction shall as a starting point amount to 50 per cent of the allotted Performance Shares but for participants where the taxation triggered by the delivery of Performance Shares exceed 50 per cent, the percentage shall instead be calculated as 100 – the applicable tax rate.
Participation in LTI 2022 is conditional upon that the participation is legally possible and that the participation in the Company's sole opinion can be made with reasonable administrative costs for the Company.
The Board of Directors shall be responsible for the details and management of LTI 2022 within the framework of the main conditions as set out above, and the Board of Directors shall be authorized to make minor adjustments to these conditions as required by law or for administrative reasons. The Board of Directors shall also be authorized to adjust or deviate from the terms and conditions as required by local laws and regulations as well as existing market practices. The Board of Directors shall also be entitled to resolve on diverging terms for the allocation of Performance Shares in connection with cessation of employment due to death, early retirement or similar occasions or due to termination by the Company that is not related to misconduct by the participants. In these cases the Board of Directors may resolve that the participant will be entitled to receive a proportionate part of the Performance Shares. Furthermore, in the event of a public take-over offer, a sale of the Company's business, liquidation, merger or any other such transaction affecting the Company, the Board of Directors shall be entitled to resolve that the Performance Shares shall vest and be allotted on completion of such transaction. The Board of Directors will make this resolution based on the level of achievement of the Performance Targets and any other factors deemed relevant by the Board of Directors. Finally, the Board of Directors is also entitled to adjust vesting and allotment if such has been made based on information which later proves to be incorrect.
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, for the period up until the next Annual General Meeting, on one or several occasions, to issue a maximum of 850,000 series C shares. The new shares may, with deviation from the shareholders' preferential rights, only be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value. The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights in connection with an issue of shares is to secure delivery of Performance Shares under LTI 2022, which shall be effected through the Company repurchasing the series C shares issued pursuant to the authorization in section C below and thereafter, when the series C shares have been converted to ordinary shares, by transferring ordinary shares to the participants in LTI 2022 in accordance with section D below.
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, for the period up until the next Annual General Meeting, on one or several occasions, to repurchase its own series C shares. Repurchase may only be effected through a public offer directed to all holders of series C shares and shall comprise all outstanding series C shares. Repurchase may also be made of so-called interim
shares, by Euroclear Sweden AB designated as a Paid Subscribed Share (Sw. Betald Tecknad Aktie (BTA)), regarding a series C share. Repurchase shall be made at a purchase price per share which corresponds to the quota value of the share. The purpose of the proposed repurchase authorization is to secure delivery of Performance Shares under LTI 2022.
The Board of Directors' statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act (Sw. aktiebolagslagen) is presented in a separate document.
In order to fulfil the Company's obligations towards participants in LTI 2022, the Board of Directors proposes that the Annual General Meeting resolves that the Company shall transfer own ordinary shares as follows:
The reason for the deviation from the shareholders' preferential rights in connection with the transfers of own ordinary shares is to enable the Company's delivery of Performance Shares to participants in LTI 2022.
LTI 2022 will be accounted for in accordance with IFRS 2 which stipulates that the right to receive Performance Shares shall be expensed as a personnel cost over the vesting period.
The Board of Directors has made a preliminary cost calculation for LTI 2022, which is based on the assumption of a share price of SEK 135 at the start of the program. The IFRS 2 costs for the Performance Shares related to the Performance Targets have been estimated to SEK 135 per Performance Share. If the Company estimates an employee turnover of 0 per cent until shares are received approximately three years later, and excludes future dividends of the Company's share, the total costs for LTI 2022 including costs for social security contributions, are estimated to be approximately MSEK 151, provided that all the Performance Targets are met in full.
Based on the calculation of the total cost as per the above, the anticipated annual costs, including costs for social security contributions, is SEK 50.3 million, which corresponds to approximately 11.5 per cent of the Company's total employee costs for the financial year 2021. Based on the calculation of the annual costs and the dilution calculated as per the below, the key figure earnings per share for the full year 2021 had been changed from SEK 2.87 to SEK 2.26 had the Company expensed 1/3 of the total costs for LTI 2022 in 2021.
As per the date of the notice, the number of shares in the Company amounts to 67,467,637, whereof 65,498,601 ordinary shares and 1,969,036 are series C shares which were issued in connection with the previous performance-based share programs and that will be converted into ordinary shares prior to delivery to participants.
The maximum number of Performance Shares that can be issued in relation to LTI 2022 amounts to 850,000, which corresponds to a dilution of approximately 1.28 per cent of the Company's ordinary shares, calculated on the number of ordinary shares that will be added upon full issuance of Performance Shares in connection with LTI 2022.
Since previously, there are four incentive programs in the Company in the form of one employee option program and three performance-based share programs (LTI 2019, LTI 2020 and LTI 2021). The existing incentive programs can lead to that in the aggregate 1,974,928 new ordinary shares are issued. In case all outstanding incentive programs as well as the proposed LTI 2022 are exercised in full, a total of 2,824,928 new ordinary
shares will be issued, which corresponds to a dilution of approximately 4.13 per cent of the Company's ordinary shares, calculated on the number of ordinary shares that will be added upon full exercise of all outstanding incentive programs as well as the proposed LTI 2022.
The above calculations regarding dilution and impact on key ratios are subject to re-calculation of the warrants in accordance with the customary recalculation terms included in the complete applicable warrant terms.
The proposal for LTI 2022 has been prepared by the Remuneration Committee together with external consultants. The final proposal has been resolved upon by the Board of Directors.
The Board of Directors' proposal on implementation of a long-term incentive program in accordance with Sections A to D above constitutes an overall proposal which shall be resolved upon as one resolution.
The Chairman of the Board of Directors, or anyone appointed by him, shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or Euroclear Sweden AB.
For a valid resolution on the proposal pursuant to item 14, the proposal has to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the Annual General Meeting. For a valid resolution on the proposal pursuant to item 15, the proposal has to be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the Annual General Meeting.
Malmö in March 2022
____________________
Boozt AB (publ)
The Board of Directors
Hermann Haraldsson / Group CEO / Phone: +45 20 94 03 95 / Email: [email protected] Ronni Olsen / Investor Relations / Phone: +45 31 22 04 56 / Email: [email protected]
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