Hillerstorp, 24th of
The shareholders of
A. RIGHT TO PARTICIPATE AT ANNUAL GENERAL MEETING
Shareholders who wish to attend the Annual General Meeting shall:
- be included in the share register kept by
Euroclear Sweden AB on the record date on Tuesday the 18th ofApril 2023 ; and -
register with the company no later than Thursday the 20th of
April 2023 under the addressTroax Group AB , Box 89, 335 04 Hillerstorp, or by phone 0370-828 00, or by email arsstamma@troax.com.
When registering, shareholders must state their name, personal or organizational number, address and telephone number and number (one or maximum two) of assistants. The information provided at the time of notification will be processed and used solely for the 2023 Annual General Meeting (see further information below under item I). For those who wish to be represented by proxy, the company provides proxy forms which are available on the company's website www.troax.com. If participation is supported by proxy, this should be sent to the above address so that it reaches the company well in advance of the meeting. The power of attorney may not be older than one year old, however, that the power of attorney may be older than one year if it is shown to be valid for a longer period, not exceeding five years. If the power of attorney is issued by a legal person, a certified copy of the registration certificate or equivalent for the legal person must be attached. Shareholders who have had their shares registered in the name of a nominee must, to be entitled to participate in the Meeting, re-register such shares in their own name so that the shareholder is entered into the share register as of the record date
B. MATTERS AT THE ANNUAL GENERAL MEETING
Proposed agenda
- The Annual General Meeting opens
- Election of Chairman of the Meeting
- Establishment and approval of voting list
- Approval of agenda
- Election of one or two persons to certify the minutes
- Examination of whether the meeting has been duly convened
- CEO's speech
- Presentation of the annual report and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report.
- Decide on
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- disposition of the company's profit according to the adopted balance sheet
- discharge from liability for the members of the Board of Directors and the CEO
- Presentation of the work of the Nomination Committee
- Determination of principles for the Nomination Committee
- Determination of the number of Board members
- Determination of the number of auditors and deputy auditors
- Determination of the fees to the Board members and the auditors
- Election of Board members and Chairman of the Board
- Election of auditor and deputy auditor
- Acquisition and transfer of own shares
The Board of Director's remuneration report- Decision on guidelines for remuneration to senior executives
- Decision on call option program for senior executives
- Closing of the Meeting
C. THE NOMINATION COMMITTEE'S PROPOSAL FOR THE ANNUAL GENERAL MEETING 2023 REGARDING ITEMS 2, 11-16 AND THE MOTIVATED OPINION ON THE PROPOSAL TO THE BOARD OF TROAX GROUP AB (publ)
Instructions for the Nomination Committee
With the support of the instructions for the Nomination Committee and of information in
The Nomination Committee has held four meetings and has also made regular reconciliations via telephone and e-mail. At the meetings, the Nomination Committee discussed the issues that a Nomination Committee has to deal with in accordance with the Swedish Code of Corporate Governance. The shareholders have been informed that comments and proposals can be submitted to the Nomination Committee. No comments were received from the shareholders to the Nomination Committee on the issues in question.
Election of Chairman of the Meeting (Item 2)
The Chairman of the Board Anders Mörck is proposed as Chairman of the Annual General Meeting.
Determination of principles for the Nomination Committee (item 11)
The Nomination Committee proposes the following principles for the appointment of the Nomination Committee:
The Chairman of the Board shall contact the three largest shareholders in the company in terms of voting rights by the last banking day in August each year. In these principles the three largest owners means the by
[1] Ownership statistics to be used must be sorted by voting strength (owner-grouped) and contain the 25 largest shareholders registered in
Determination of the number of board members (item 12)
The Nomination Committee's proposal is that the number of Board members elected by the Annual General Meeting during the coming term shall be six. In addition to these six members, there are employee representatives who are not elected by the Annual General Meeting.
Determination of the number of auditors and deputy auditors (item 13)
The Nomination Committee proposes that a registered audit firm be appointed as auditor and that no deputy auditor is appointed.
Determination of fees to the members of the Board of Directors and auditors (item 14)
The Nomination Committee proposes that the board fees for the coming year be as follows. The fee is proposed to
Election of Board members and Chairman (item 15)
The Nomination Committee proposes re-election of Anders Mörck,
Election of auditor and deputy auditor (item 16)
The Nomination Committee proposes re-election of the registered audit firm Öhrlings
D. BOARD PROPOSAL FOR A DECISION REGARDING ITEMS 9b, 17-20
Decision on disposition of the company's profit according to the adopted balance sheet (item 9 b)
The Board of Directors proposes that the company's profits be allocated so that
Acquisition and transfer of treasury shares (item 17)
The Board of Directors proposes that the meeting authorizes the Board to decide, on one or more occasions, until the next Annual General Meeting, on the acquisition of own shares. Acquisitions may be made of so many shares that the company owns a maximum of ten (10) percent of all shares in the company.
The shares may be acquired partly through an offer addressed to all shareholders and partly through trading on Nasdaq Stockholm. In the case of acquisitions on Nasdaq Stockholm, the price shall at the time of acquisition be the current market price with deviations that do not exceed the quoted price interval at any given time. The acquisition is mainly intended to fulfil the obligations under call option programs.
The Board is also proposed to be authorized, on one or more occasions, until the company's next Annual General Meeting, to have the right to decide on the transfer of the own shares the company holds at the time of the Board's transfer decision. The transfer may be effected through trading on Nasdaq Stockholm at a price within the quoted price range at any given time.
The transfer of treasury shares may be used to cover the company's commitments in accordance with the proposed call option program in item 20. Such transfer may be made at a price in cash or value of acquired property which, in the case of acquisitions, corresponds to the stock price at the time of the transfer or which corresponds to a transfer in accordance with issued call options, a price set by independent advisors such as market-based at the time of issuance of the options.
The Board has prepared a remuneration report which is proposed to be approved by the Annual General Meeting. The remuneration report is among the Board's complete proposals on the company's website.
Decision on guidelines for remuneration to senior executives (item 19)
The Board of Directors established a proposal for new guidelines for the AGM 2022, a proposal that was approved by the AGM. This year's guidelines are unchanged compared with the previous year. The Board's complete proposal for guidelines can be read in a special appendix to this notice, titled "The Board's proposal for guidelines for salaries and other remuneration to senior executives within the
Decision on call option programs for senior executives (item 20)
The Board of Directors proposes that the Annual General Meeting resolves on a call option program aimed at senior executives within
The Board of Directors also proposes that the meeting approves of transfer of shares acquired in accordance with item 17 for obligations under call option programs. The decision has been prepared by the Board in its entirety. The proposal is part of creating a long-term incentive for important employees. The proposal is considered to be of reasonable scope for employees and
E. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of this notice, the total number of shares in the company amounts to 60,000,000 shares, corresponding to a total of 60,000,000 votes. At the time of the notice, the company holds 83,343 shares in treasury.
F. RIGHT TO REQUEST INFORMATION
The Board of Directors and the CEO shall, if any shareholder so requests, and the Board of Directors considers it can be done without material harm to the company, to provide information on conditions that may affect the assessment of a matter on the agenda, and conditions that may affect the financial situation of
G. AVAILABLE DOCUMENTS
Annual report with audit report, complete proposals for resolutions and other documents that will be available before the meeting according to the Companies Act and the Swedish Code of Corporate Governance will be available at the company,
H. MAJORITY REQUIREMENTS
For a valid resolution regarding item 17 according to the above proposal, a majority requirement of two-thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting applies. For a valid resolution regarding item 20, a majority requirement of nine tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting applies.
I. HANDLING OF PERSONAL DATA
For information on how your personal data is processed, refer to the privacy policy available on
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Hillerstorp 24th of
BOARD OF DIRECTORS
For additional information:
President and CEO
Tel +46 370 828 31
thomas.widstrand@troax.com
Anders Eklöf
CFO
Tel +46 370 828 25
anders.eklof@troax.com
The English language notice of Annual General Meeting is a translation only, and in case of any discrepancy between the English translation and the Swedish original, the Swedish version shall prevail.
About
In 2022
www.troax.com
https://news.cision.com/troax-group-ab/r/notice-of-annual-general-meeting-of-troax-group-ab--publ-,c3739432
https://mb.cision.com/Main/11968/3739432/1939216.pdf
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