VEF AB Notice is hereby given to the shareholders in
Notice to attend etc.
Shareholders wishing to attend the Meeting shall:
(1) be registered in the share register maintained by
(2) notify the Company of the intention to attend the Meeting not later than Wednesday,
Shareholders who intend to be represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a certificate of registration or a corresponding document for the legal entity shall be appended. The power of attorney in original and, where applicable, the certificate of registration should be submitted to the Company by mail at the address set forth above well in advance of the Meeting. A form to use for a power of attorney can be found on www.vef.vc.
Shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporary registration of the voting rights in order to be able to participate at the Meeting. Shareholders who want to obtain such registration must contact the nominee regarding this well in advance of Wednesday,
Proposed agenda
1. Opening of the Meeting.
2. Election of a chairman for the Meeting.
3. Preparation and approval of voting register.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Determination of whether the Meeting has been duly convened.
7. Presentation by the managing director.
8. Presentation of the annual report and the auditor’s report as well as the consolidated annual report and the consolidated auditor’s report.
9. Resolutions regarding
(a) the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
(b) the allocation of the Company’s profit or loss according to the adopted balance sheet; and
(c) the discharge of liability for the board members and the managing director.
10. Determination of the number of board members and auditors.
(a) determination of the number of board members; and
(b) determination of the number of auditors.
11. Determination of remuneration to the board members and the auditors.
(a) determination of remuneration to the Board of Directors; and
(b) determination of remuneration to the auditors.
12. Election of the Board of Directors, chairman of the Board of Directors and auditors.
12.1 Election of the Board of Directors.
(a) Lars O Grönstedt (re-election);
(b) Per Brilioth (re-election);
(c) Allison Goldberg (re-election);
(d)
(e)
(f) Katharina Lüth (new election).
12.2 Election of chairman.
(a) Lars O Grönstedt (re-election).
12.3 Election of auditors.
(a)
13. Resolution to approve the procedure of the Nomination Committee.
14. Resolution regarding guidelines for remuneration to members of the management team and the Board of Directors.
15. Resolution to approve the Board of Directors’ remuneration report.
16. Resolution regarding amendment of the Company’s articles of association.
17. Resolution on the reduction of share capital with cancellation of repurchased own shares and increase of the share capital through a bonus issue.
18. Resolution regarding authorization for the Board of Directors to issue new shares and/or convertibles.
19. Resolution regarding authorization for the Board of Directors to resolve to repurchase own ordinary shares.
20. Resolution regarding authorization for the Board of Directors to resolve to transfer own ordinary shares.
21. Closing of the Meeting.
Chairman of the Meeting (item 2)
The Nomination Committee consisting of Pia Gisgård (
The allocation of the Company’s results (item 9b)
The Board of Directors proposes that no dividend is paid to the shareholders and that the Company’s results are brought forward.
Election of the Board of Directors and auditors etc. (items 10-12)
The Nomination Committee proposes:
- that the Board of Directors shall consist of six (6) Directors without any deputy members;
- that the number of auditors shall be one (1) registered auditing firm;
- re-election of Lars O Grönstedt, Per Brilioth,
- that the Meeting appoints Lars O Grönstedt to be chairman of the Board of Directors;
- a total Board remuneration is awarded in the amount of
- that the Company’s auditor, the registered audit company
Katharina Lüth (new election)
Year of birth: 1983
Education: Dual degree program, a Diploma (FH) in International Business and BSc in International
Business, at the
Other significant assignments: Chief Client Officer and Managing Director at Raisin. Board member of
Holdings in the Company: Katharina holds no shares in the Company.
Katharina Lüth is independent in relation to the Company and the Company’s management as well as the Company’s major shareholders.
For information on the current board members and more comprehensive information on the proposed board members, please see the Company’s website www.vef.vc and the Nomination Committee’s motivated statement.
Nomination committee (item 13)
The Nomination Committee proposes that the Meeting shall resolve to adopt principles for the appointment of a Nomination Committee for the annual general meeting 2024 in accordance with the following.
A Nomination Committee shall be convened by the chairman of the Board and comprise of one representative of each of the three shareholders with the largest number of votes. If a shareholder declines, or has an obvious conflict of interest, the chairman of the Board should approach the next largest shareholder. The ownership shall be based on the statistics from
Resolution regarding guidelines for remuneration to members of the management team and the Board of Directors (item 14)
The Board of Directors proposes that the Meeting resolves to adopt guidelines for remuneration to members of the management team and the Board of Directors in accordance with the following.
The guidelines shall apply to the members of the management team and the Board of Directors of the Company. The guidelines shall apply to remuneration already agreed upon, and changes to already agreed remuneration, after the guidelines have been adopted. The guidelines do not cover remuneration resolved by the general meeting.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
The Company’s business strategy is to use its experience, expertise and a widespread network to identify and invest in assets with considerable potential for value appreciation. The sector mandate is broad and the proposition is to create shareholder value by investing in assets that are associated with risks which VEF is well-equipped to manage. Such typical risks include corporate governance risks, liquidity risks and operational risks.
For more information regarding the Company’s business strategy, please see www.vef.vc.
A prerequisite for the successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, is the Company’s ability to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. These guidelines enable the Company to offer the management team a competitive total remuneration.
Long-term share-related incentive programs have been implemented in the Company. Such programs have been resolved by the general meeting and are therefore excluded from these guidelines. The programs include all permanent employees of the Company. The performance criteria used to assess the outcome of the programs are distinctly linked to the business strategy and thereby to the Company’s long-term value creation. At present, these performance criteria comprise average annual development of VEF’s net asset value per share over the lifetime of the programs, subject to market-based adjustments. The programs are further conditional upon the participant’s own investment and holding periods of several years. For more information regarding the programs, including the criteria on which the outcome depends, please see VEF’s annual report for the financial year 2022, note 8 to the financial statements.
Variable cash remuneration covered by these guidelines shall aim at promoting the Company’s business strategy and long-term interests, including its sustainability.
Remuneration to the members of the management team
Types of remuneration, etc.
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 share or share price-related remuneration as well as other forms of remuneration without limitation.
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 200 percent of the fixed annual cash salary. Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance and one-time highly remarkable achievements and results. Such remuneration may not exceed an amount corresponding to 300 percent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors (based on a proposal from the remuneration committee).
For the CEO and other executives, pension benefits, including health insurance, shall be premium-defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 percent of the fixed annual cash salary.
Other benefits may include, for example, life insurance, medical insurance and partial compensation for loss of salary in connection with parental leave. Such benefits may amount to not more than 50 percent of the fixed annual cash salary.
For employments governed by rules other than Irish and Swedish, 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.
Criteria for awarding variable cash remuneration, etc.
The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. These criteria may be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the Company’s business strategy and long-term interests, including its sustainability, e.g., by being clearly linked to the business strategy or to promoting the executive’s long-term development.
The extent to which the criteria for awarding variable cash remuneration have been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the Company.
Remuneration to the members of the Board of Directors
Remuneration to members of the Board of Directors for their work in the Board of Directors of the Company shall be resolved upon by the general meeting. The members of the Board of Directors are only entitled to remuneration resolved by the general meeting. However, members of the Board of Directors may receive additional remuneration for services members of the Board of Directors have provide to the Company within their respective areas of expertise in addition to their duties as members of the Board of Directors. Such remuneration shall be on market terms and based in a consultancy agreement approved by the Board of Directors.
Employment conditions
Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these remuneration guidelines and the evaluation of whether the guidelines and the limitations set out herein are reasonable, salary and employment conditions for employees of the Company have been taken into account, including information on the employees’ total income, the components of the remuneration and increase and growth rate over time.
Termination of employment
Upon termination of an employment, the notice period may not exceed twelve months, if notice of termination of employment is made by the Company. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for one year for the CEO and other executives. When termination is made by the executive, the notice period may not exceed six months, without any right to severance pay.
Decision-making process, amendments and deviations, etc.
The decision-making process to determine, review and implement the guidelines
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 be in force until new guidelines are adopted by the general meeting. The Board of Directors shall also monitor and evaluate programs for variable remuneration for the management team, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the 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.
Derogation from the guidelines
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 interests, including its sustainability, or to ensure the Company’s financial viability.
Resolution to approve the Board of Directors’ remuneration report (item 15)
The Board of Directors proposes that the Meeting resolves to approve the remuneration report for the financial year 2022 that has been prepared and presented by the Board of Directors.
Resolution regarding amendment of the Company’s articles of association (item 16)
The Board of Directors proposes that the Meeting resolves to amend the Articles of Association. A new § 11 in the Articles of Association is proposed allowing the Board of Directors to collect powers of attorney in accordance with Chapter 7 Section 4, second paragraph of the Swedish Companies Act (2005:551) and to resolve that the shareholders shall have the right to vote in advance by postal voting. A new 12 § is also proposed, allowing the Board of Directors to resolve that persons who are not shareholders may participate at a General Meeting.
As a consequence, the numbering of the following sections is updated accordingly.
Proposed new § 11 Collecting of powers of attorneys and vote by post
The Board of Directors may collect powers of attorney in accordance with the procedures described in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.
The Board of Directors may decide, prior to a General Meeting, that the shareholders be permitted to exercise their voting rights by post prior to the General Meeting.
Proposed new § 12 Non-shareholders right to attend a General Meeting
The Board of Directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the Board of Directors, to attend or in any other manner follow the discussions at a General Meeting.
Proposal for resolution on a reduction of share capital with cancellation of repurchased own shares and increase of the share capital through a bonus issue (item 17)
The Board of Directors proposes that the Meeting resolves to reduce the share capital with a cancellation of repurchased own shares and to increase the share capital through a bonus issue mainly as set out below. The resolutions are conditional upon each other; thus, the Board of Directors proposes that the Meeting makes one joint resolution with respect to the proposals.
(a) Reduction of share capital with cancellation of repurchased own shares
The Company’s share capital will be reduced as follows.
1. The Company’s share capital will be reduced by SEK 128 242.43.
2. The reduction will be made with cancellation of 12 824 243 of the shares in the Company repurchased.
3. The cancellation of shares will be made without any repayment.
4. The purpose of the reduction is to allocate means to unrestricted equity. The means will, however, be restored to the share capital in accordance with item (b) below.
The Board of Directors states the following as an account under Chapter 20 Section 13 Paragraph 4 of the Swedish Companies Act. A resolution to reduce the share capital in accordance with this item requires neither the approval of the Swedish Companies Registration Office nor, in disputed cases, a court of general jurisdiction, since the Company simultaneously will carry out a bonus issue meaning that neither the restricted equity nor the share capital will be reduced. The effect of the Board of Directors’ proposal under item (a) means that the Company’s restricted equity and share capital will be reduced by SEK 128 242.43. The effect of the Board of Directors’ proposal under item (b) below means that the Company’s restricted equity and share capital will be increased by SEK 128 242.43. and thereby identical the amount before the reduction. The proposed resolution to carry out the bonus issue is set out in item (b) below.
(b) Increase of share capital through a bonus issue
To restore the share capital following the proposed reduction of share capital as set out above the share capital will be increased by a bonus issue of SEK 128 242.43 by a transfer of SEK 128 242.43 from the Company’s unrestricted equity.
The bonus issue will take place without the issuing of new shares.
Following the resolutions under items (a) and (b) the Company’s share capital will total
The Board of Directors, or anyone appointed by the Board of Directors, is entitled to make the minor adjustments to the above proposed resolution that may be necessary upon registration of the resolution with the Swedish Companies Registration Office,
Resolution regarding authorization for the Board of Directors to issue new shares and/or convertibles (item 18)
The Board of Directors proposes that the Meeting adopts a resolution to authorize the Board of Directors to, until the end of the next Annual General Meeting, at one or several occasions, resolve on the issue of new ordinary shares and/or convertibles, with or without deviation from the ordinary shareholders’ preferential rights, against cash payment or against payment through set-off or in kind, or otherwise on special conditions.
The purpose of the authorization is to increase the Company’s financial flexibility for new investments and to support existing portfolio companies as well as broadening the shareholder base, if needed. The Board of Directors’ resolutions to issue shares with deviation from the ordinary shareholders’ preferential rights may result in an increase of the number of shares in the Company of not more than twenty (20) percent of the outstanding shares at the time the authorization is adopted, in aggregate.
To the extent that issues of shares and/or convertibles are made with deviation from the shareholders’ preferential rights, such issues shall be made on market terms.
The Board of Directors, or any person appointed by the Board of Directors, shall be authorized to make minor adjustments of the resolution by the Meeting in order to fulfil the registration with the Swedish Companies Registration Office.
Proposal to authorize the Board to acquire the Company’s own ordinary shares (item 19)
The Board of Directors proposes that the Meeting resolves to authorize the Board to decide on the acquisition of the Company’s own shares where, principally, the follow shall apply:
1. Acquisition of own ordinary shares shall take place on Nasdaq Stockholm.
2. The authorization may be utilized on one or several occasions, however not longer than until the next Annual General Meeting.
3. Ordinary shares may be acquired to the extent that the Company’s holding of its own shares, on any occasion, does not exceed ten (10) percent of the Company’s total shares.
4. Acquisition of shares may only take place at a price within the price interval, on any occasion, recorded on the relevant marketplace, which refers to the interval between the highest buying price and the lowest selling price.
The purpose of the proposed authorization to repurchase shares is to provide flexibility in relation to the Company’s possibilities to return capital to its shareholders, to improve the capital efficiency in the Company, and to enable the Board of Directors to prevent an excessively wide NAV/share price discount in relation to the Company’s shares, which altogether is deemed to likely have a positive impact on the Company’s share price and thereby contribute to an increased shareholder value.
The Board of Directors’ statement in accordance with Chapter 19 Section 22 of the Swedish Companies Act will be held available together with the proposal and on the Company’s website no later than three weeks prior to the Meeting.
Proposal to authorize the Board to transfer the Company’s own ordinary shares (item 20)
The Board of Directors proposes that the General Meeting authorizes the Board of Directors, up until the next Annual General Meeting, on one or several occasions, to resolve on transfer of own ordinary shares in accordance with the applicable laws and regulations from time to time. Transfers may be carried out on Nasdaq Stockholm at a price within the applicable price range, i.e., the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or on other conditions. Upon such transfer by other means, the price must be determined so that it does not fall below what is market-based, whereby however a market-based discount in relation to the market price may be applied. Transfers of own ordinary shares may be made in a number which does not exceed such number of shares that is held by the Company at the time of the Board of Directors’ resolution regarding the transfer.
The purpose of the authorization is to expand the Company’s financial flexibility, to enable acquisitions through payment with shares, to provide the Company with new capital and/or new shareholders of strategic importance to the Company, and/or acquisitions of other companies or operations.
Majority requirements
Resolutions in accordance with the Board of Directors’ proposals in respect of items 16, 17, 18, 19, and 20 requires support by shareholders representing not less than two thirds (2/3) of the votes cast as well as of the shares represented at the Meeting.
Shareholders’ right to request information
Shareholders are reminded of their right to, at the Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Number of shares and votes
There are 1,106,675,373 shares and 1,106,675,373 votes outstanding in the Company as per the date of the publication of the notice, of which 33,250,000 are Class C 2020 Shares entitled to one vote per share, 8,312,500 are Class C 2021 Shares entitled to one vote per share, 10,422,895 are Class C 2022 Shares entitled to one vote per share and 1,054,689,978 are ordinary shares entitled to one vote per share. There are no outstanding shares of Class C 2019. As of the date of this notice, the Company holds 12,824,243 own shares.
Miscellaneous
The annual report and the auditor’s report, the Board of Directors’ remuneration report and all other documentation for resolutions are available at the Company’s office at Mäster Samuelsgatan 1 in
Processing of personal data
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_______________________
The Board of Directors of
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