Notice of Annual General Meeting in ASSA ABLOY AB
ASSA ABLOY AB has scheduled its Annual General Meeting (AGM) for April 26, 2023, at Stockholm Waterfront Congress Centre. Shareholders must be recorded in the share register by April 18, 2023, and notify their attendance by April 20, 2023. The agenda includes adoption of the Annual Report and dividend proposal of SEK 4.80 per share, payable in two installments. Key leadership changes are proposed, including Johan Hjertonsson as new Chairman of the Board. The company also aims to implement a long-term incentive program for up to 150 senior executives, contingent on share ownership. The meeting will address financial approvals and governance matters.
- Proposed dividend of SEK 4.80 per share payable in two installments.
- Introduction of a long-term incentive program to retain key executives.
- None.
The doors will open at
Right to participate and notification
Shareholders who wish to attend the Annual General Meeting must:
- be recorded in the share register kept by
Euroclear Sweden AB on Tuesday18 April 2023 , and - give notice of their participation to
ASSA ABLOY AB no later than Thursday20 April 2023 . Notice of participation shall be given on the company's website assaabloy.com/general-meeting, by telephone +46 8-402 90 71 or in writing by mail toASSA ABLOY AB , "2023 Annual General Meeting", c/oEuroclear Sweden AB , P.O. Box 191, SE-101 23Stockholm, Sweden .
The notification must state name, personal or corporate identification number, address, telephone number and names of any assistants attending.
Proxy
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be enclosed to the notification and be presented in original at the latest at the Annual General Meeting. Proxy form is available upon request and on the company's website assaabloy.com/general-meeting. If the proxy is issued by a legal entity, a certificate of incorporation or equivalent authorization document must be enclosed.
Nominee registered shares
Shareholders whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation, request that their shares be temporarily registered in their own name in the share register kept by
Agenda
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to check the Annual General Meeting minutes.
6. Determination of whether the Annual General Meeting has been duly convened.
7. Speech by the President and CEO, Mr.
8. Presentation of:
a) the Annual Report and the Auditor's Report as well as the Consolidated Accounts and the Auditor's Report for the Group,
b) the Auditor's statement regarding whether the guidelines for remuneration to senior executives have been complied with, and
c) the Board of Directors proposal regarding distribution of profits and motivated statement.
9. Resolutions regarding:
a) adoption of the Statement of Income and the Balance Sheet as well as the Consolidated Statement of Income and the Consolidated Balance Sheet,
b) dispositions of the company's profit according to the adopted Balance Sheet, and
c) discharge from liability of the members of the Board of Directors and the CEO.
10. Determination of the number of members of the Board of Directors.
11. Determination of:
a) fees to the Board of Directors,
b) fees to the Auditor.
12. Election of Board of Directors, Chairman of the Board of Directors and Vice Chairman of the Board of Directors.
13. Election of Auditor.
14. Resolution regarding instructions for appointment of Nomination Committee and the Nomination Committee's assignment.
15. Resolution on approval of remuneration report.
16. Resolution regarding authorization to repurchase and transfer Series B shares in the company.
17. Resolution regarding long-term incentive program.
18. Closing of the Annual General Meeting.
Item 2 – Election of Chairman of the Annual General Meeting
The Nomination Committee, since
Item 9 b) – Disposition of the company's profit according to the adopted Balance Sheet
The Board of Directors proposes a dividend of
The Board of Directors has presented a motivated statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, the statement is available at the company and on the company's website assaabloy.com/general-meeting.
Items 10–13 – Determination of the number of members of the Board of Directors, determination of fees to the Board of Directors and the Auditor as well as election of Board of Directors, Chairman of the Board of Directors, Vice Chairman of the Board of Directors and Auditor
The Nomination Committee proposes that the Annual General Meeting resolves as follows.
- The number of members of the Board of Directors shall be eight.
- The Nomination Committee has in its work regarding Board fees compared the fees to the Board of Directors with Board fees among comparable companies in
- Fees to the Auditor according to contract.
- Re-election of
- Election of
- Election of Johan Hjertonsson as new Chairman of the Board of Directors and re-election of
- Re-election of the registered audit firm
Johan Hjertonsson who is proposed as new Chairman of the Board of Directors (re-election as Board member) has been a member of the Board of Directors since 2021. Johan Hjertonsson is born 1968 and holds a Master of Science in Business and Economics from
More detailed information regarding the proposed members of the Board of Directors can be found in the Nomination Committee's proposal and motivated statement which are available at the company's website assaabloy.com/general-meeting.
Item 14 – Resolution regarding instructions for appointment of Nomination Committee and the Nomination Committee's assignment
The Nomination Committee proposes that the following instructions for appointment of Nomination Committee and the Nomination Committee's assignment are adopted by the Annual General Meeting. In comparison with the current instruction, the proposal includes certain clarifications in relation to the Swedish Corporate Governance Code.
According to the Swedish Corporate Governance Code (the Code), Swedish companies whose shares are traded on a regulated market in
The Nomination Committee shall be composed of representatives of the five largest shareholders in terms of voting rights registered in the shareholders' register maintained by
In the event one or more shareholders who appointed members of the Nomination Committee, earlier than three months prior to the Annual General Meeting, no longer are among the five largest shareholders in terms of voting rights, the members appointed by such shareholders shall resign and the shareholder or shareholders who has become one of the five largest shareholders in terms of voting rights shall be entitled to appoint their representatives. If there are only marginal changes in the number of votes held or if the change occurs later than three months prior to the Annual General Meeting, no changes shall be made in the composition of the Nomination Committee unless there are special circumstances. If a member resigns from the Nomination Committee before the work is completed and the Nomination Committee finds it suitable, a substitute shall be appointed. Such a substitute shall be appointed from the same shareholder or, if that shareholder no longer is among the largest shareholders in terms of voting rights, from the largest shareholder next in turn. A change in the composition of the Nomination Committee shall immediately be publicly announced.
The term of office for the Nomination Committee runs until the next composition of the Nomination Committee has been announced. No remuneration shall be paid out to the members of the Nomination Committee. Any necessary expenses for the work of the Nomination Committee shall be paid by the company.
The members of the Nomination Committee are to promote the common interests of all shareholders. The Nomination Committee shall carry out the duties set out in the Code and, when applicable, prepare proposals to a forthcoming General Meeting regarding the election of Chairman of the General Meeting, members of the Board of Directors, Chairman of the Board, Vice Chairman of the Board, Auditor, fees for the members of the Board including division between the Chairman, the Vice Chairman, and the other Board members, as well as fees for committee work, fees to the company's Auditor and any changes of the instructions for the Nomination Committee. This instruction shall apply until further notice.
Item 15 – Resolution on approval of remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors' report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Item 16 – Resolution regarding authorization to repurchase and transfer Series B shares in the company
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to pass a resolution, on one or more occasions for the period up until the next Annual General Meeting, on repurchasing Series B shares in the company in accordance with the following.
- The repurchase may as a maximum comprise so many Series B shares that the company after each repurchase holds a maximum of 10 percent of the total number of shares in the company.
- The repurchase of Series B shares shall take place on Nasdaq Stockholm.
- The repurchase of Series B shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price
- Payment of the Series B shares shall be made in cash.
Furthermore, the Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to pass a resolution, on one or more occasions for the period up until the next Annual General Meeting, on transferring Series B shares in the company in accordance with the following.
- The maximum number of Series B shares to be transferred may not exceed the number of shares held by the company at the time of the Board of Directors resolution.
- Transfers of Series B shares shall take place:
(i) on Nasdaq Stockholm, or
(ii) in connection with acquisition of companies or businesses, on market terms.
- Transfers of Series B shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price.
- The authorization includes the right to resolve on deviation of the preferential rights of shareholders and that payment may be made in other forms than cash.
The purpose of the authorizations is to make possible the ability for the Board of Directors to continuously adapt the company's capital structure and thereby contribute to increased shareholder value, to be able to exploit attractive acquisition opportunities by fully or partly financing future acquisitions with the company's own shares, and to ensure the company's undertakings, including social security costs, in accordance with the Board of Directors' proposal for a long-term incentive program under Item 17.
The Board of Directors has presented a motivated statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act, the statement is available at the company and on the company's website assaabloy.com/general-meeting.
The proposal in this Item 16 requires an approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting to be valid.
Item 17 – Resolution regarding long-term incentive program
Summary of the program
The Board of Directors proposes that the Annual General Meeting resolves to implement a new long-term incentive program for senior executives and key employees within the
LTI 2023 is proposed to include a maximum of 150 senior executives and key employees within the
The rationale for the proposal
The purpose of LTI 2023 is to strengthen the
Personal investment in saving shares
In order to participate in LTI 2023, the participants will have to hold saving shares. The saving shares can either be Series B shares in
The personal investment shall amount to a value corresponding to a minimum of 5 percent (all participants) and a maximum of 15 percent (CEO and other senior executives) or 10 percent (other participants), respectively, of the participant's fixed base salary. If the participant has access to inside information and is therefore prevented from making the personal investment in connection with the application to participate in LTI 2023, the personal investment shall be made as soon as possible, but no later than before the next Annual General Meeting.
For employees who have not participated in previous LTI programs, the participation in LTI 2023 is, in addition, subject to renunciation of customary salary review for the year 2023.
Participants in LTI 2023 and allocation
LTI 2023 is proposed to include a maximum of 150 senior executives and key employees within the
For each saving share that the CEO of the Group holds under LTI 2023, the company will grant six performance awards. For each saving share that other senior executives (currently nine individuals) hold under LTI 2023, each such individual will be awarded five performance awards. For each saving share that other participants (140 individuals) hold under LTI 2023, each such individual will be awarded four performance awards.
Performance condition
The number of performance awards that gives right to receive Series B shares in the company depends on the annual development of
The outcome for each year is measured linearly. Unless the minimum level is achieved for the year, none of the relevant performance awards will give right to Series B shares, and if the maximum level is achieved each performance award linked to the relevant year will give right to one Series B share. The Board of Directors intends to present the fulfilment of the performance based condition in the Annual Report for the financial year 2025.
Other conditions
In addition to the above conditions, the following shall apply for the performance awards.
- The performance awards shall be granted free-of-charge after the 2023 Annual General Meeting.
- Each performance award entitles the holder to receive one Series B share free-of-charge three years after allotment of the award (vesting period), provided that the holder, with some exceptions, at the time of the release of the interim report for the first quarter 2026 still is employed by the
- To make the participants' interest equal with the shareholders', the company will compensate the participants for distributed dividend during the vesting period by increasing the number of Series B shares that each performance award gives right to after the vesting period.
- The performance awards are non-transferable and may not be pledged.
- The performance awards can be granted by the company or by any other company within the Group.
Preparation and administration
The Board of Directors shall be responsible for preparing the detailed terms and conditions of LTI 2023, in accordance with the mentioned terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board of Directors may also make other adjustments if significant changes in the
In the event that the Board of Directors considers that the delivery of Series B shares under LTI 2023 cannot be achieved at reasonable cost, with reasonable administrative efforts or due to specific market conditions, participants may instead be offered a cash settlement.
Scope and cost of the program
LTI 2023 may, if the share price for the company's Series B share remains the same during the program's term, result in a maximum amount corresponding to 90 percent (CEO), 75 percent (other senior executives) or 40 percent (other participants), respectively, of the participants annual base salary (excluding social security costs). Such outcome is subject to a maximum personal investment, meaning that the participant must hold saving shares at a value that corresponds to 15 percent (CEO and other senior executives) or 10 percent (other participants), respectively, of the participants annual base salary and that the performance based condition has been fully achieved. Full vesting is further subject to the saving shares being retained and that the participant, with some exceptions, is still employed during the vesting period.
The total number of saving shares, which corresponds to the participant's total maximum personal investment, and thus the total number of performance awards being allotted, depends on the share price for the company's Series B share at the time of allotment of performance awards under LTI 2023. The total number of outstanding shares in the company amounts to 1,112,576,334 shares.
Provided that the share price for the company's Series B share is traded at around
LTI 2023 shall be expensed as personnel costs over the vesting period. Provided that the performance based condition is fully achieved, the cost for LTI 2023 before tax is, in accordance with the principles and assumptions set out above, estimated to approximately
The costs are expected to have marginal effect on key ratios of the
The Board of Directors deems that the positive effects on earnings that are expected to result from increased share ownership among senior executives and persons in senior managerial positions, which may be further increased through LTI 2023, outweigh the costs related to LTI 2023.
Delivery of shares under LTI 2023
To ensure the delivery of Series B shares under LTI 2023, the company intends to enter into an agreement with a third party, under which the third party shall, in its own name, buy and transfer Series B shares in the company to the participants in accordance with LTI 2023.
Preparation of the proposal
LTI 2023 has been initiated by the Board of Directors of
Previous incentive programs
The company's other share-based incentive programs LTI 2020, LTI 2021 and LTI 2022 are based on the similar principles as LTI 2023. For a description of LTI 2020, LTI 2021 and LTI 2022, reference is made to the Annual Report 2022, Note 35, and the company's website www.assaabloy.com.
Shares and votes
The total number of shares in the company at the time for the notice to the Annual General Meeting amount to 1,112,576,334 shares, of which 57,525,969 are Series A shares and 1,055,050,365 Series B shares, which is equivalent to a total of 1,630,310,055 votes.
Shareholders´ right to right to request information
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, at the Annual General Meeting provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the Group and the Group accounts.
Documentation etc.
The Annual Report and the Auditor's Report, the Board of Directors' remuneration report and all other supporting documentation for the Annual General Meeting are available at the company and on the company's website assaabloy.com/general-meeting no later than three weeks before the Annual General Meeting. Further, the Nomination Committee's complete proposals including motivated statement, are available at the company and on the company's website assaabloy.com/general-meeting no later than four weeks before the Annual General Meeting.
Copies of the documents will be sent free of charge to shareholders who so request and state their address to the company.
Processing of personal data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
This notice is a translation of the Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Welcome!
The Board of Directors
For more information, please contact:
Erik Pieder, CFO and Executive Vice President, tel. no: +46 8 506 485 72
Björn Tibell, Head of Investor Relations, tel. no: +46 70 275 67 68
About
[1] The shareholding statistics to be used shall be sorted by voting power (grouped by owners) and include the 25 largest direct registered shareholders in
[2] Earnings per share is defined as the company's earnings per share after tax and dilution, excluding items affecting comparability and currency effects.
The following files are available for download:
Press release (PDF) |
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