AGM Information • Jul 23, 2024
AGM Information
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The shareholders of Lagercrantz Group AB (publ) ("the Company") are hereby given notice to attend the Annual General Meeting to be held at 4.00 p.m., on Monday, 26 August 2024, at IVA's Conference Centre, Grev Turegatan 16 in Stockholm.
The Board of Directors has decided to allow shareholders to exercise their voting rights by postal voting before the Annual General Meeting (AGM) in accordance with the Company's articles of association.
In order to be entitled to attend the meeting in person, the shareholder must:
The notice of participation must contain the shareholders' name, social security number (company registration number), address, telephone number and the number of shares as well as any assistants. The information provided in the notice of participation will only be processed for the purposes of the AGM 2024.
Registered participants will receive an entrance card for the AGM by post, no later than the day before the AGM.
Where participation is based on a proxy, a power of attorney must be submitted to the Company well in advance of the AGM. The power of attorney must not be issued earlier than five years prior to the date of the AGM. Representatives of a legal person must also submit a registration certificate, or other corresponding authorisation documentation. The Company provides a form of proxy to the shareholders, which is available at the Company's head office or on the website: www.lagercrantz.com.
In order to be entitled to participate in the AGM through postal voting, shareholders must:
If the shareholder postal votes 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 corresponding authorisation document) must be attached to the form. A form of proxy is available on the Company's website, www.lagercrantz.com.
Shareholders may not provide the advance vote with special instructions or conditions. If this occurs, the vote is invalid. Further instructions are provided in the postal voting form.
A shareholder who has postal voted also has the possibility to attend the meeting venue, provided that notice of participation has been given in the way prescribed above for such attendance.
Shareholders whose shares are registered in the name of a nominee must, temporarily register the shares in their own name, in order to be able to exercise their voting rights at the AGM. Such re-registration must be completed no later than Tuesday, 20 August 2024. Requests for such registration must be made to the nominee a few banking days before Tuesday, 20 August 2024 in order for the registration to be completed in time.
The Election Committee, which as of 31 December 2023, represented 46.0% percent of the votes in the Company, submits the following proposal for resolution. For information regarding the composition of the Election Committee and its work during the year, please refer to Lagercrantz Group's website: lagercrantz.com
Fredrik Börjesson.
The Election Committee proposes to the AGM 2024 that the principles adopted at the previous AGM 2023 should also apply to the next Election Committee.
The Election Committee proposes to the AGM that the Board of Directors shall be composed of six (6) members, which is a reduction from previous seven members.
Total directors' fees of SEK 3,200,000 to be distributed as follows:
The fee payable for work as part of the Company's Remuneration Committee is proposed to be SEK 105,000 (105,000) per Board member.
Board members may, by special arrangement with the Company and insofar as applicable legislation and prevailing jurisprudence so permit, invoice their fees plus social security contributions and value added tax from a company owned by the Board member, or from their private business, provided that such payment is cost neutral for the Lagercrantz Group.
Audit fees will be paid according to approved invoice.
Re-election of Anna Almlöf, Fredrik Börjesson, Anna Marsell, Anders Claeson and Jörgen Wigh.
Ulf Södergren leaves the Board after 5 years.
The Election Committee proposes new election of Malin Nordesjö.
Detailed descriptions of the members of the Board of Directors proposed for re-election and new election are found on the Company's website.
Re-election of Fredrik Börjesson.
Election of the registered auditing firm Deloitte AB for the period until the end of the next AGM. Deloitte AB has advised that Alexandros Kouvatsos will be appointed as auditor in charge if Deloitte AB is elected as auditor.
The Board of Directors proposes a dividend to the shareholders of SEK 1.90 (1.60) per share and that Wednesday, 28 August 2024 shall be the record day for receiving the dividend. If the AGM adopts the proposal, the dividend is expected to be remitted by Euroclear Sweden AB on Monday, 2 September 2024 to shareholders recorded in the share register on the record day.
The Board proposes that the AGM resolves to approve the Board's report on Remuneration in accordance with chapter 8 section 53 a Swedish Companies Act (2005:551).
The Board proposes the following guidelines for renumeration to the CEO and other members of the group management. The guidelines are to be applied to agreements entered into after the 2024 AGM. Regarding employment conditions that are governed by other than Swedish rules, appropriate adjustments may be made to comply with local rules and practices.
In order to attract and retain qualified employees who in the best way maximise shareholder value in the long term and protect the Group's interest, the compensation must be market-based and competitive and must be in relation to responsibilities and powers. The renumeration shall normally consist of fixed and variable salary, pension and other benefits. The AGM can also decide on, for example, incentive programs and share-related compensation.
The fixed salary shall be paid as a cash salary and constitute a main component in the remuneration. The fixed salary shall be reviewed annually. In addition to fixed salary, variable salary should normally also be paid where the outcome is determined annually after the audited annual accounts have been adopted. By linking the executive's variable salary to the company's goals in relation to earnings, growth and profitability, a development in value is promoted for the benefit of the company and its shareholders. The variable salary shall be linked to predetermined and measurable targets that may be financial or nonfinancial and individual performance. Variable salary should normally include pension expense on the variable salary and can correspond to a maximum of 40 percent of the fixed annual salary. In addition to this, an additional bonus of 20 percent of the variable salary received may be paid to be used for acquisition of shares in Lagercrantz Group AB.
Pension benefits are paid to the President and other senior executives in accordance with individual agreements. As a general rule, the retirement age shall be 60-65 years and in addition to an ITP plan, only defined contribution pension plans will normally be offered. Premiums for defined contribution pensions must not exceed 40 percent of the pensionable salary. Salary waivers can be utilised for an enhanced occupational pension through one-off pension contributions, provided that the total cost for the company is neutral. Other benefits, which may include company car, travel benefits, extra health and medical insurance, occupational health care and health and wellness
training, and, where applicable, reimbursement for double accommodation costs, shall be market-based and only constitute a minor part of the total compensation.
In the event of termination by the company, a notice period of a maximum of 12 months shall apply. The notice period for the executive should normally reflect the notice period for the company and the estimated time it takes to find a replacement but must never exceed 12 months. In the event of termination by the company, senior executives may be entitled to, in addition to salary and other employment benefits during the notice period, termination benefits corresponding to a maximum of 12 months' fixed salary. The aim should be to link rules on loyalty and a non-compete clause to the termination benefits in accordance with prevailing legal practice and rules on set-off against other income.
The Board shall evaluate the need for a share-based incentive programme on an annual basis and when necessary submit a proposal for approval at the general meeting of shareholders.
The Board has established a Remuneration Committee. The committee's duties include preparing the Board's resolution on a proposal to the annual general meeting on guidelines for remuneration to senior executives. The guidelines shall be adopted at the annual general meeting but shall be reviewed at least every four years. The Remuneration Committee shall also follow up and evaluate programmes for variable remuneration to senior executives, the application of guidelines for remuneration, compensation structures and remuneration levels for senior executives. Remuneration to the President shall be decided by the Board after preparation by the Remuneration Committee. At the suggestion of the President, the Remuneration Committee shall decide on remuneration to other members of the Management team. When the Board is dealing with and deciding on remuneration-related issues, the President or other senior executives are not present, to the extent that they are affected by the issues.
In individual cases, the Board may decide to depart from these guidelines if there are special reasons for this and a departure is made in order to safeguard the long-term interests of the Lagercrantz Group and its shareholders.
The Board proposes that the AGM resolve to authorise the Board, on one or more occasions until the next AGM, to acquire as many Class B shares, such that the Company's holding of own shares at any given time does not exceed 10 percent of all shares in the Company. Purchases shall be made via Nasdaq Stockholm within the prevailing price range at any given time (i.e. the spread between the highest buying price and lowest selling price).
The Board of Directors also proposes that the AGM resolve to authorise the Board of Directors until the next AGM to sell the Company's holdings of its own Class B shares, in connection with acquisition of companies or businesses, outside of Nasdaq Stockholm, at a price deemed equivalent to market value. The authorisation may be exercised on one or more occasions, but not longer than until the next AGM, and covers all holdings of the Company's own shares
at the time of the decision of the Board of Directors. The authorisation includes the right for the Board of Directors to decide on a departure from the preferential rights of shareholders.
The purpose of acquiring and selling the Company's own shares is to allow the Board of Directors to adapt the Group's capital structure, as well as to enable the future acquisition of companies and businesses with payment using the Company's own shares, and to ensure the delivery of shares in connection with the Company's outstanding incentive programmes at any given time.
Acquisition and sale of own shares in accordance with this authorisation shall be carried out with due observance of Nasdaq Stockholm's rules for issuers.
The decision on an authorisation according to this item requires that the AGM's resolution is supported by at least two thirds of the votes and number of shares represented at the AGM.
The Board of Directors proposes that the AGM 2024 pass a resolution on the establishment of a call option programme for managers and senior executives of the Lagercrantz Group. The purpose of the programme is to allow management staff in the Lagercrantz Group, through their own investment, to benefit from and strive for an increase in the value of the Company's shares, thereby more closely aligning the interests of managers and shareholders in the Company. The purpose of the programme is to also contribute to increasing the long-term share ownership of management staff in the Company.
The proposal is that the Company shall issue call options on repurchased Class B shares in the Company on the following principal terms and conditions:
The programme is expected to have a marginal effect on the Company's earnings per share. The extra compensation is equivalent to the option premium of a total amount of approximately MSEK 16 that the Company will receive upon assignment of the call options. The programme therefore does not entail any net charge against the Company's equity.
The company currently (as of July 2024) has three outstanding option programmes, each one with a term of approximately 3 to 3.5 years, in which managers and senior executives in the Lagercrantz Group acquired call options on repurchased Class B shares in the company during 2021, 2022 and 2023. The outstanding number of call options, after completed repurchases, amounts to 2,263,000 options in total and is equivalent to approximately 1.1% of the total number of shares and approximately 0.8% of the total number of votes in the company.
The proposal for the call option programme was prepared by the Company's Remuneration Committee in consultation with the Company's Board of Directors. The decision to propose the issuance of call options on repurchased shares was made by the Board of Directors.
The decision on issuance of call options and assignment of repurchased shares, for this reason, in accordance with this item, requires that the AGM's resolution is supported by shareholders holding not less than nine tenths of the votes and number of shares represented at the AGM.
In order to enable more acquisitions, the Board proposes that the AGM 2024 resolves to authorise the Board to, for a period until the next AGM, on one or more occasions, decide on a new issue of Class B shares. New issue of class B shares may take place with or without preferential rights for the Company's shareholders and payment shall be possible either in cash and / or through noncash consideration, set-off or otherwise with conditions. However, such issues may not cause the Company's registered share capital or the number of shares in the Company to increase by more than a total of 10 percent, based on the
Company's registered share capital or the number of shares prior to exercise of the authorisation. The purpose of the authorisation is to increase the Company's financial flexibility and the Board's room for manoeuvre. If the Board decides on an issue with deviation from the shareholders preferential rights, the reason shall be that the shares may constitute a means of payment in connection with company acquisitions, to finance company acquisitions or to strengthen the financial position in connection with company acquisitions. In the event of such a deviation from the shareholders' preferential rights, the issue shall take place on market-related terms and conditions.
The President is authorised to make such minor adjustments to the decision as may be necessary to register the authorisation.
The resolution on authorisation under this item requires that the AGM's resolution is supported by shareholders holding at least two thirds of both the votes cast and the shares represented at the AGM.
***
The financial statements and audit report, the Renumeration Report and the complete proposal by the Board of Directors for resolutions with respect to items 9 and 15-20 of the agenda, and statements in accordance with Chapter 18, Section 4 and Chapter 19, Section 22, of the Swedish Companies Act, and a statement by the auditor pursuant to Chapter 8, Section 54 of the Swedish Companies Act will be available at the Company from Monday, 5 August 2024 and will be posted to shareholders who so request and provide their postal address. The 2023/24 Annual Report was published in July 2024. Documents as described above will also be made available on the Company's website: lagercrantz.com.
The share capital as of 30 June 2024 amounted to MSEK 49 distributed among 9,791,406 Class A shares and 199,426,827 Class B shares, providing a total of 209,218,233 shares, of which the Company had repurchased 3,154,488 Class B shares as of 30 June 2024. Class A shares carry ten votes while Class B shares carry one vote. The number of votes in the Company amounts to 294,052,918, taking repurchased shares into account. Both classes of shares carry the same rights to share in the Company's assets and profit.
Stockholm, 23 July 2024
The Board of Directors
Lagercrantz Group AB (publ)
For additional information, please contact: Peter Thysell, CFO, +46 70 661 0559.
This document is a translation from the Swedish version. Should there be any discrepancies, the Swedish version shall prevail.
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