Notice of the Annual General Meeting of Coor Service Management Holding AB

POSTAL VOTING

The board of directors has decided that the shareholders should be able to exercise their voting rights only by postal voting 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. The form for postal voting is available on the company's website, www.coor.com. Completed and signed form for postal voting can be sent by mail to Computershare AB, "Coor Service Management Holding AB's Annual General Meeting", P.O. Box 5267, SE-102 46 Stockholm, Sweden or by e-mail to coor@computershare.se. The completed and signed form must be received by Computershare AB no later than Friday, April 23, 2021. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via the company's website, www.coor.com. Such electronic votes must be submitted no later than Friday, April 23, 2021.

If the shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form. Proxy forms in Swedish and English are available on the company's website, www.coor.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

The shareholder 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.

PROPOSED AGENDA       

1.  Election of a chairman of the meeting.

2.  Election of one or two persons who shall approve the minutes. 

3.  Preparation and approval of the voting list.

4.  Approval of the agenda.

5.  Determination as to whether the meeting has been duly convened.

6.  Presentation of the annual report and the audit report as well as the consolidated accounts and the audit report for the group, as well as the statement of the auditor regarding the application of guidelines for remuneration which have applied since the previous annual general meeting.

7.  Resolutions regarding:           

a.  the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet    

b.  allocation of the company's profits in accordance with the adopted balance sheet, and

c.  discharge from liability for the members of the board of directors and the and CEO.                            

  i.  Anders Ehrling                        

  ii.  Mats Granryd                        

  iii.  Mats Jönsson                            

  iv.  Monica Lindstedt                           

  v.  Kristina Schauman                             

  vi.  Heidi Skaaret                             

  vii.  Mikael Stöhr (in his capacity as member of the board of directors)                            

  viii.  Glenn Evans (employee representative)                       

  ix.  Linus Johansson (employee representative                       

  x.  Rikard Milde (employee representative)                      

  xi.  AnnaCarin Grandin (CEO)                          

  xii.  Mikael Stöhr (in his capacity as CEO)

8.  Determination of fees for members of the board of directors and auditors. 

9.  Determination of the number of members of the board of directors and the number of auditors and deputy auditors.

10.  Election of the members of the board of directors, chairman of the board of directors as well as auditors and deputy auditors.

Members of the board of director:

  i.  Anders Ehrling (re-election)                

  ii.  Mats Granryd (re-election)                

  iii.  Mats Jönsson (re-election)                    

  iv.  Monica Lindstedt (re-election)                    

  v.  Kristina Schauman (re-election)                      

  vi.  Heidi Skaaret (re-election)                  

  vii.  Magnus Meyer (new election)

Chairman of the board of directors 

  viii.  Mats Granryd (re-election)

Auditors

  ix.  Öhrlings PricewaterhouseCoopers AB (re-election)

11.  Resolution on approval of remuneration report.

12.  Resolution on long-term incentive program (LTIP 2021) in accordance with (A) and hedging arrangements relating thereto in accordance with (B) or (C).

13.  Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of own shares.

14.  Resolution on authorisation for the board of directors to resolve on new issues of shares. 

15.  Resolution on amendments to the articles of association.

PROPOSALS BY THE NOMINATION COMMITTEE (ITEMS 1 AND 8-10)

The nomination committee in respect of the annual general meeting 2021 has consisted of Jan Särlvik (Nordea Funds, chairman), Henrik Didner (Didner & Gerge Funds), Ulrika Danielson (Second AP Fund), Sophie Larsén (First AP Fund) and the chairman of the board of directors Mats Granryd.

The nomination committee has proposed the following.

Item 1 Mats Granryd as chairman of the annual general meeting.

Item 8  Fees to the board of directors elected by the annual general meeting and not employed by the company as well as fees for committee work in accordance with the following: 

• Board member: SEK 295,000 (280,000)
• Chairman of the board of directors: SEK 825,000 (785,000)
• Board member who is a member of the audit committee: SEK 100,000 (unchanged)
• Chairman of the audit committee: SEK 200,000 (unchanged)
• Board member who is a member of the remuneration committee: SEK 50,000 (unchanged)
• Chairman of the remuneration committee: SEK 75,000 (50,000)
• Board member who is a member of the project committee: SEK 75,000 (unchanged)
• Chairman of the project committee: SEK 100,000 (unchanged)

  Fees to the auditor shall be paid in accordance with approved invoices.

Item 9  Seven board directors and no deputies. One auditor and no deputies.

Item 10  Re-election of Anders Ehrling, Mats Granryd, Mats Jönsson, Monica Lindstedt, Kristina Schauman och Heidi Skaaret as board members. New election of Magnus Meyer as board member. Re-election of Mats Granryd as chairman of the board of directors.

In accordance with the recommendation by the audit committee, re-election of Öhrlings PricewaterhouseCoopers AB as auditor.

Information regarding the proposed board members is available at the company's website, www.coor.com.

THE BOARD'S PROPOSAL ON ONE OR TWO PERSONS WHO SHALL APPROVE THE MINUTES (ITEM 2)

The board of directors proposes Caroline Sjösten (Swedbank Robur) and Erik Brändström (Spiltan Fonder), or if one or both of them are prevented from participating, the person(s) appointed by the board of directors, to approve the minutes. The assignment to approve the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

PREPARATION AND APPROVAL OF VOTING LIST (ITEM 3)

The voting list proposed to be approved is the voting list prepared by Computershare AB, based on the general meeting share register and received postal votes, controlled and checked by the persons assigned to approve the minutes.

THE BOARD'S PROPOSAL ON DIVIDEND AND RECORD DATE (ITEM 7B)

The board of directors proposes a dividend for 2020 of SEK 4.40 per share (SEK 2.00 per share thereof in ordinary dividend and SEK 2.40 thereof in extraordinary dividend), to be paid in two parts: SEK 2.00 per share with Wednesday, April 28, 2021 as record date and SEK 2.40 per share with Monday, October 4, 2021 as record date. Subject to resolution by the annual general meeting in accordance with this proposal, the first distribution of dividend is expected to be made on Monday, May 3, 2021 and the second distribution of dividend on Thursday, October 7, 2021.

THE BOARD'S PROPOSAL ON REMUNERATION REPORT (ITEM 10.ix)

The board of directors proposes that the annual general meeting resolves to approve the board of directors' report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

THE BOARD'S PROPOSAL REGARDING THE IMPLEMENTATION OF A LONG-TERM INCENTIVE PROGRAM AND HEDGING ARRANGEMENTS RELATING THERETO (ITEM 12)

Implementation of the program (item 12A)

The board of directors proposes that the annual general meeting resolves on the implementation of a long-term incentive program (the "LTIP 2021") in accordance with the below.

Objectives

The LTIP 2021 is designed to provide long-term incentives for members of the Executive Management Team, including the CEO ("EMT") as well as Top Management Team and other key employees ("TMT") to improve Coor's performance and create long-term value. The main purposes of the LTIP 2021 are to increase and strengthen the potential for recruiting and retaining key individuals and to create an individual long-term ownership of Coor shares among the participants and thereby align their interests with those of the shareholders.

Description of the LTIP 2021

The LTIP 2021 is proposed to include all current and future members of the EMT and TMT (the "Participants"), currently comprising of 65 employees in total. It is proposed that the program, which entails an investment requirement, should consist of performance shares. As proposed, the LTIP 2021 may comprise a maximum of 550,000 shares in Coor, representing approximately 0.57 percent of all shares and votes in Coor.^[1]

Investment requirement

In order to participate in the LTIP 2021, Participants are required to make own investments in Coor shares and to allocate a number of shares to the LTIP 2021. The maximum number of Coor shares that may be allocated to the LTIP 2021 corresponds to approximately 7.5-10 percent of the Participant's gross fixed annual salary in connection with enrolment in the LTIP 2021 ("Investment Shares"), as further set out below. Coor shares already held by Participants at the time of implementation and that are not allocated to ongoing share related incentive programmes^[2], may be accounted for as Investment Shares in the LTIP 2021. Should the Participant be prohibited to acquire Coor shares under market abuse rules or similar at enrolment in the LTIP 2021, Investment Shares must instead be acquired as soon as such restrictions do not longer apply.

Performance Share Rights

For each Investment Share, rights will be granted free of charge under the LTIP 2021, entitling the Participant to receive a number of Coor shares, free of charge, following expiration of a three-year vesting period ("Performance Share Rights"). Each Performance Share Right entitles the holder to one (1) Coor share. Allotment of Coor shares pursuant to Performance Share Rights will be subject to the achievement of performance conditions, as set out below, and will generally require that the Participant retains his or her employment and all his or her Investment Shares over a period of approximately three years from the date of grant of Performance Share Rights (the "Vesting Period").

Granting of Performance Share Rights to the Participants will generally take place as soon as practicably possible following the annual general meeting 2021.

In order to align the Participants' and shareholders' interests, Coor will compensate for dividends and other value transfers to the shareholders during the Vesting Period by increasing the number of shares that each Performance Share Right entitles the Participant to receive. The number of Coor shares which each Performance Share Right entitles the Participant to receive may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, reductions of the share capital, or similar actions. The transfer of shares may be accelerated as a result of any merger, demerger, larger acquisition or divestment or similar actions.

Allocation and performance conditions

The Performance Share Rights are divided into three series, Series A, Series B and Series C, and the vesting of Performance Share Rights will be subject to the satisfaction of performance conditions during the period 1 January 2021-31 December 2023 (the "Performance Period"), which will determine what portion (if any) of the Performance Share Rights of the respective series that will vest at the end of the Vesting Period.

The three performance conditions for the respective series of Performance Share Rights are the following:

Series A

Average Customer Satisfaction Index ("ACSI"): If Coor's ACSI during the Performance Period equals or fall short of the minimum level 66, no vesting will occur. If Coor's ACSI equals or exceeds 70, 100% vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum levels. Information about the outcome will be provided in the annual report for the financial year 2023.

Series B

Accumulated adjusted EBITA development: If Coor's accumulated adjusted EBITA development during the Performance Period equals or falls short of the minimum level defined as 10% below of the accumulated adjusted EBITA according to Coor's Business Plan for 2021-2023 (as decided by the board of directors), no vesting will occur. If Coor's accumulated adjusted EBITA development percentage equals or exceeds the maximum level defined as 10% above of the accumulated adjusted EBITA according to Coor's Business Plan, 100% vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum levels. The board of directors shall have the right to adjust the target levels for any acquisitions or disposals made by Coor during the Performance Period. Information about the target levels and outcome of the performance conditions will be provided in the annual report for the financial year 2023. Werbung Mehr Nachrichten zur COOR SVC MGMT HLDG Aktie kostenlos abonnieren E-Mail-Adresse Bitte überprüfe deine die E-Mail-Adresse. Benachrichtigungen von ARIVA.DE (Mit der Bestellung akzeptierst du die Datenschutzhinweise) -1 Vielen Dank, dass du dich für unseren Newsletter angemeldet hast. Du erhältst in Kürze eine E-Mail mit einem Aktivierungslink. Hinweis: ARIVA.DE veröffentlicht in dieser Rubrik Analysen, Kolumnen und Nachrichten aus verschiedenen Quellen. Die ARIVA.DE AG ist nicht verantwortlich für Inhalte, die erkennbar von Dritten in den „News“-Bereich dieser Webseite eingestellt worden sind, und macht sich diese nicht zu Eigen. Diese Inhalte sind insbesondere durch eine entsprechende „von“-Kennzeichnung unterhalb der Artikelüberschrift und/oder durch den Link „Um den vollständigen Artikel zu lesen, klicken Sie bitte hier.“ erkennbar; verantwortlich für diese Inhalte ist allein der genannte Dritte. Andere Nutzer interessierten sich auch für folgende News 26.04.24 - ARIVA.DE Redaktion TecDAX aktuell 1,82 Prozent mehr (3.326 Pkt.) 26.04.24 - PR Newswire BlackRock Sustainable American Income Trust Plc - Transaction in Own Shares 26.04.24 - PR Newswire Moonpig Group Plc - Director Declaration