Pre-Annual General Meeting Information • Mar 10, 2021
Pre-Annual General Meeting Information
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Shareholders of Hoist Finance AB (publ), reg. no. 556012-8489, are hereby invited to the Annual General Meeting on Tuesday 13 April 2021. Due to the Covid-19 pandemic, the Board of Directors has decided that the Annual General Meeting will be conducted without the physical presence of shareholders, representatives and third parties. The shareholders will be able to exercise their voting rights only by voting in advance via postal voting. Information about the Annual General Meeting's decisions will be published on 13 April, as soon as the result of the postal voting has been compiled.
Shareholders who wish to attend the Annual General Meeting by postal voting shall be listed in the shareholders' register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository), on Thursday 1 April 2021, and, notify the company of their intention to attend the meeting by casting their postal vote so that it is received by the company no later than on Monday 12 April 2021.
To be able to attend and vote by postal voting at the Annual General Meeting, the shareholders whose shares are registered in the name of a nominee must have such shares temporarily registered in their own names, in the shareholders' register maintained by Euroclear Sweden AB. This procedure, so-called voting rights registration, must have effect on Thursday 1 April 2021 and should be requested from the nominee well in advance of this date.
The Board of Directors' decision that shareholders will be able to exercise their voting rights only by postal voting has been made in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote and is available on Hoist Finance's website www.hoistfinance.com.
The postal vote shall be sent to:
Hoist Finance AB (publ) Annual General Meeting Box 7848 103 99 Stockholm Sweden or [email protected]
Completed forms must be received by Hoist Finance no later than Monday 12 April 2021.
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
If the shareholder submits its postal vote by proxy, a written and dated Power of Attorney signed by the shareholder must be attached to the postal voting form. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form. Proxy forms are available on the group's website www.hoistfinance.com.
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 material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the Group. A request for such information shall be made in writing to the company no later than ten days prior to the Annual General Meeting, i.e. no later than Saturday 3 April, 2021, by email to [email protected] or at the address of Hoist Finance AB (publ), Annual General Meeting, Box 7848, 103 99 Stockholm. The questions and responses will be made available on the company's website www.hoistfinance.com, together with a webcast with the CEO including his reflections on 2020, no later than Thursday 8 April, 2021. The questions and answers will also be available at the company's head office, Bryggargatan 4, 111 21 in Stockholm, Sweden on the same date. The information is also sent to the shareholders who requested it and stated their address.
The Nomination Committee consisting of Jan Andersson, Chairman (Swedbank Robur Fonder), Erik Selin (Erik Selin Fastigheter AB), Per Arwidsson (Arwidsro) and Ingrid Bonde, the Chairman of the Board in Hoist Finance AB (publ), have submitted proposals to be resolved upon under items 2 and 12 on the agenda.
The Board of Directors has submitted proposals to be resolved upon under items 9, 10 and 13- 16 on the agenda.
The Nomination Committee proposes the Chairman of the Board, Ingrid Bonde, to be elected as Chairman of the Annual General Meeting 2021.
The voting list proposed to be approved has been prepared by Hoist Finance based on the Annual General Meeting share register and received postal votes, controlled and checked by the persons assigned to verify the minutes.
The Board of Directors proposes Jonas Strömberg (Erik Selin Fastigheter AB) and Per Arwidsson (Arwidsro), or if one or both of them are prevented from participating, the person(s) appointed by the Board of Directors, to verify the minutes. The assignment to verify the
minutes also includes to check the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
The Board of Directors proposes that the Annual General Meeting 2021 resolves to not distribute a dividend to the shareholders of Hoist Finance for the financial year 1 January – 31 December 2020.
The Board of Directors proposes that the Annual General Meeting 2021 resolves to approve the Board of Directors' report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
The Nomination Committee proposes the following:
Ingrid Bonde, Cecilia Daun Wennborg, Liselotte Hjorth and Robert Kraal have informed the Nomination Committee that they are not available for re-election.
A presentation of all proposed Board members will be available at the company's website, www.hoistfinance.com.
The Nomination Committee proposes no change to the Board fees compared to 2020:
Chairman of the Board of Directors: SEK 1,475,000 Member of the Board of Directors: SEK 490,000 Chairman of the Risk- and Audit Committee: SEK 200,000 Member of the Risk and Audit Committee SEK 125,000
Chairman of the Investment Committee: SEK 175,000 Member of the Investment Committee: SEK 100,000 Chairman of the Remuneration Committee: SEK 50,000 Member of the Remuneration Committee: SEK 50,000
The Nomination Committee proposes, in accordance with the recommendation from the Board's Risk and Audit Committee, to re-elect EY as auditor until the end ofthe Annual General Meeting 2022. EY has informed that, if the Annual General Meeting resolves in accordance with the Nomination Committee's proposal, the authorized public accountant Daniel Eriksson will remain as auditor in charge.
The Nomination Committee proposes that the auditor shall be entitled to a fee in accordance with approved invoices.
The Board of Directors proposes the following guidelines for remuneration to senior executives:
These guidelines cover senior executives in Hoist Finance AB (publ) ("Hoist Finance" or the "Company"). The term senior executives shall in this context mean the CEO and the other members of the executive management team, and board members to the extent they receive remuneration for services performed outside of their Board duties. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after the adoption of the guidelines by the Annual General Meeting 2021. The guidelines do not apply to any remuneration decided by the General Meeting.
The remuneration in Hoist Finance shall encourage senior executives to promote the Company's business strategy, long-term interests and sustainability and a behaviour in line with the Company's ethical code of conduct and values. The remuneration shall also be structured to enable Hoist Finance to attract, retain and motivate employees who have the requisite skills. The remuneration shall encourage good performance, prudent behaviour and risk-taking aligned with customer and shareholder expectations. Hoist Finance's business strategy, long-term interests and sustainability work are described on the Company's webpage, www.hoistfinance.com.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the General Meeting may, irrespective of these guidelines, resolve on, among other things, sharerelated or share price-related remuneration.
Salaries shall be gender- and age-neutral and cannot be discriminatory. Hoist Finance views remuneration from a comprehensive perspective and, accordingly, takes all remuneration components into account. Remuneration is weighted in favour of fixed salary, which is based on the position's complexity and level of responsibility, prevailing market conditions and individual performance.
Variable remuneration for senior executives shall not exceed 100 per cent of the fixed annual cash salary. The variable remuneration consists to 40 per cent of cash remuneration and to 60 per cent of a long-term share-based incentive program, a so-called LTIP. Since LTIP is resolved by the General Meeting it is excluded from the scope of these guidelines. Variable remuneration is based on various financial and non-financial criteria, and is linked to the performance of the Hoist Finance group and the relevant business unit respectively, and to individual targets. It is hence distinctly linked to the business strategy and thereby to the Company's long-term value creation, including its sustainability.
Variable remuneration takes into account the risks involved in the Company's operations and is proportional to the group's earning capacity, capital requirements, profit/loss and financial position. The payment of variable remuneration must not undermine the group's long-term interests and is contingent upon the recipient's compliance with internal rules and procedures. Variable remuneration is not paid to a senior executive who has participated in or been responsible for any action resulting in significant financial loss for the group or the relevant business unit.
For senior executives, payment of 60 per cent of the variable remuneration is deferred for a period of at least three years. Variable remuneration, including deferred remuneration, is only paid to the extent warranted by the group's financial situation and the performance of the group and the relevant business unit, and the senior executive's achievements.
The fulfilment of the criteria for payment of variable cash remuneration shall be measured during a period of one year. When the measurement period for the fulfilment of the criteria for the payment of variable cash remuneration has ended it shall be evaluated/determined to
which extent the criteria have been fulfilled. The Remuneration Committee, and the Board of Directors with respect to remuneration to the CEO, are responsible for the assessment.
Pension and insurance are offered pursuant to national laws, regulations and market practices and are structured as collective agreements, company-specific plans or a combination of the two. Hoist Finance has defined-contribution pension plans. A few senior executives receive gross salary; in these instances, the Company does not make pension contributions. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to no more than 30 per cent of the fixed annual cash salary.
Other benefits may include, for example, life insurance, medicial insurance (Sw. sjukvårdsförsäkring) and company cars. Other benefits are designed to be competitive in relation to similar operations in each respective country. Such benefits may amount to no more than 10 per cent of the fixed annual cash salary.
For employments governed by other rules than Swedish rules, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Remuneration for new hires, so-called "sign-on bonus", is only offered in exceptional cases and then only to compensate for the lack of variable remuneration in the senior executive's previous employment contract. Sign-on bonuses are paid during the year in which the senior executive begins to work. Decisions on exceptional cases are made in accordance with the decisionmaking process for variable remuneration.
Issuing loans to senior executives is not permitted.
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees' total income, the components of the remuneration and the increase and growth rate over time, in the Remuneration Committee's and the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The Board of Directors has established a Remuneration Committee. The committee's tasks include the preparation of the Board of Director's decision on the proposal of guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall remain in force until new guidelines are adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The members of the Remuneration Committee are independent of the Company and its executive management team. The CEO and other members of the executive management team do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Upon the group's termination of an employment contract, the maximum notice period is twelve months and no severance payment is made.
Directors, elected at General Meetings, may in certain cases receive remuneration for services performed within their respective areas of expertise, outside of their Board duties. Compensation for these services shall be paid at market terms and be approved by the Board of Directors.
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interest, including its sustainability, or to ensure the Company's financial viability. Since the Remuneration Committee's tasks include the preparation of the Board of Directors' resolution in remuneration-related matters, any resolutions to derogate from the guidelines shall also be prepared by the Remuneration Committee.
The Annual General Meeting 2020 in Hoist Finance AB (publ) ("Hoist Finance") resolved on a restructured performance- and share based remuneration program for 2020, comprising the
management team, senior executives and key employees, called Hoist Finance Global Executive Deferred Bonus Plan (the "Deferred Bonus Plan 2020").
It is the opinion of the Board of Directors that the Deferred Bonus Plan 2020 has been appropriate and has encouraged increased shareholder value while attracting and retaining senior executives and key employees considered essential for Hoist Finance's long-term success, as well as aligning the interests of participants with those of the company's shareholders.
The Board hence proposes that the Annual General Meeting 2021 resolves on a new Deferred Bonus Plan 2021 (the "Deferred Bonus Plan"), on terms that essentially correspond to the terms of the Deferred Bonus Plan 2020. The proposal mainly means that 60 per cent of the variable remuneration to senior executives included in the Deferred Bonus Plan, which shall be deferred over three years, is paid out as ordinary shares in Hoist Finance.
It is the Board of Directors' intention that share based deferred bonus plans shall be annual and that the Board of Directors, after evaluation, intend to return with a corresponding proposal for forthcoming financial years.
The Board of Directors proposes that the Annual General Meeting resolves on deferred variable remuneration in the form of shares pursuant to the Deferred Bonus Plan in accordance with the below.
required to achieve a maximum bonus, varies for different entities throughout the group.
annual salary (net of tax). The Board of Directors may decide on exceptions from this requirement if deemed necessary or otherwise appropriate for legal, administrative or similar reasons.
The maximum number of Bonus Shares that may be allotted to the participants under the Deferred Bonus Plan amounts to 900,000 shares which corresponds to 1.0 per cent of the share capital and votes in the company as of 9 March 2021. 1 The intention of the Board is to hedge the delivery of the shares via a so-called share swap, and no dilution will hence occur.
The total costs for the Deferred Bonus Plan, of which 40 per cent relate to cash awards and 60 per cent to Bonus Share awards, are together estimated to approximately SEK 47,000,000, provided that the performance conditions are fully met. Of these costs, approximately
1 The number of Bonus Shares and minimum price set out in section 1(iii)(b) under the Deferred Bonus Plan shall, however, according to further conditions resolved by the Board of Directors, be subject to recalculation if Hoist Finance carries out a new share issue, split of shares, consolidation of shares or similar actions, taking into account general practice for an equivalent incentive program.
SEK 6,000,000 relate to other costs, in particular social security contributions, including those relating to Bonus Share awards hedged through the share swap agreement.
Given the full-year result of 2020, the costs for the Deferred Bonus Plan would have resulted in a reduction of earnings per share of SEK 0.53. However,the Board of Directors believes that the expected positive effects on Hoist Finance's financial results of meeting all the performance conditions of the Deferred Bonus Plan will outweigh the costs of the program.
The above proposal for the Deferred Bonus Plan has been prepared and processed by the Board of Directors and the Remuneration Committee. The proposal is resolved upon by the Annual General Meeting by simple majority.
At present, Hoist Finance has no existing share based incentive programs other than the Deferred Bonus Plan 2019 and 2020. The company has decided that no variable pay for 2019 or 2020 is paid out to the members of the executive management team and the country managers (the Group Management Team).
Beyond what is stated below on the share swap agreement, the fact that parts of the bonus is share related will not add any material costs other than the costs, such as salary costs and social expenses, which would have been added even if the Deferred Bonus Plan had been carried out as a cash bonus program.
The delivery of Bonus shares and the financial exposure (including social fees) of the Deferred Bonus Plan is proposed to be hedged by Hoist Finance entering into a share swap agreement with a third party, according to which the third party under its own name acquires and transfers shares in the company to employees who are participating in the program. Since the share price is hedged at the time when the annual bonus outcome is determined, the costs for the Deferred Bonus Plan is not affected by changes to the share price. The cost of entering into the share swap agreement is estimated to approximately SEK 100,000.
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve, until the next Annual General Meeting, on one or several
occasions, with or without deviating from the shareholders' preferential rights, against cash payment, through set-off or against consideration in kind, on issuance of new ordinary shares.
The number of shares in the company may, by virtue of this authorisation, not exceed an increase of ten (10) per cent of the number of shares on the date of the Annual General Meeting.
The purpose of this authorisation is solely to enable the raising of capital for financing of acquisitions of companies or businesses and larger portfolio investments.
The subscription price shall be marketable and determined in accordance with the prevailing market conditions at the time the shares are issued.
The Board of Directors also proposes that a resolution is adopted at the Annual General Meeting granting the CEO, or an individual appointed by the CEO, the authority to make any minor adjustments to the shareholders' resolution as may prove necessary in conjunction with the registration of the resolution.
For a valid resolution in accordance with the Board of Directors' proposal as per above, the resolution must be supported by shareholders representing at least two thirds of both the votes made and the shares represented at the Annual General Meeting.
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve, until the next Annual General Meeting, on one or several occasions, subject to applicable capital adequacy requirements at any given time, on acquisition of own shares according to the following terms and conditions:
The mandate to repurchase the company's own shares provides the Board of Directors with an efficient tool to improve flexibility in the management of the capital structure and thus contribute to increasing shareholder value.
For a valid resolution in accordance with the Board of Directors' proposal as per above, the resolution must be supported by shareholders representing at least two thirds of both the votes made and the shares represented at the Annual General Meeting.
At the time of issuing this notice there were in total 89,303,000 shares and votes in Hoist Finance AB (publ). The company held, at the time of issuing this notice, no own shares in treasury.
The accounts, the auditor's report and the auditor's statement regarding compliance with the previous guidelines for remuneration to the senior executives as well as the complete proposals for decisions under items 2, 9, 10 and 12-16 will be available to the shareholders at the company's office and at the company's website www.hoistfinance.com no later than Tuesday 23 March 2021, and will also be distributed to shareholders who have notified their wish to receive the documents and have informed of their postal address.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm, March 2021 Hoist Finance AB (publ) The Board of Directors
For further information please contact: Andreas Lindblom, Head of Investor Relations Phone: +46 (0) 72 506 14 22
Hoist Finance is a trusted debt resolution partner to individuals, companies and banks in twelve European countries. With over 1.600 dedicated colleagues, smart digital solutions and a deep understanding of individual financial circumstances, we help over six million customers keep their commitments. This is achieved by agreeing on sustainable repayment plans so that everyone is included within the financial ecosystem. Hoist Finance has a diverse portfolio of asset classes and our online savings platform in Sweden and Germany enables our unique funding model. Hoist Finance was founded in 1994 and is today a public company listed on Nasdaq Stockholm. For more information, please visit hoistfinance.com.
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