Notice to Bergman & Bevingòs the annual general meeting on 23 August 2018
The shareholders of Bergman & Beving AB (publ), org. no. 556034-8590, are hereby summoned to the annual general meeting on 23 August 2018, at 16.30, in the Iva Conference center, Grev Turegatan 16, Stockholm. Registration for the meeting begins, there is a 15.45.
NOTIFICATION OF PARTICIPATION
Shareholders who wish to participate in the agm must:
be registered in the Euroclear Sweden AB share register the share register on the record date which is 17 August 2018
secondly, no later than August 17, 2018 to register via the link on the company’s website, by post to the following address: Bergman & Beving ab Aktiebolag, «Agm», c/o Euroclear Sweden, Box 191, 101 23 Stockholm, or by telephone 08- 402 90 66 (09.00-16.00).
The notification should include the shareholder’s name, personal identity number (corporate identity number), telephone number (daytime), registered shareholding and any assistants (maximum of two). The data received will be computerized and used for the annual general meeting in 2018.
Shareholders who have nominee registered their shares must, in order to exercise voting rights at the annual general meeting, temporarily register the shares in their own name. Such registration must be completed no later than August 17, 2018. This means that the shareholders in good time prior to this date must inform the trustee/bank to that effect.
If participation is by proxy, with the support of the power of attorney, in writing by the shareholder, signed and dated power of attorney, and any documents of authorization, must be produced in original before the meeting’s start. Representatives for legal entities must also submit a certified copy of the registration certificate or a corresponding authorization document that shows that they are on their own may represent the legal person in connection with the notification.
The company provides the shareholders with a proxy form, which can be obtained at the company’s headquarters or on the company’s website www.bergmanbeving.com by 19 July 2018.
1. Opening of the meeting.
2. The election of the chairman at the meeting.
3. Preparation and approval of the voting list.
4. The approval of the board of directors ‘ proposed agenda.
5. The choice of one or two persons to verify the minutes.
6. Examination of whether the meeting has been duly convened.
7. Presentation of the annual report and the auditor’s report and consolidated financial statements and the auditor’s report, and the report of the auditor of the company.
8. The president’s speech.
(a) adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
(b) on the disposition of the company’s profit according to the adopted balance sheet,
(c) discharge from liability of the members of the board and chief executive officer.
10. Report on the committee’s work.
11. Determination of the number of members of the board.
12. Determination of remuneration to the board of directors and auditors.
13. The election of board members and chairman of the board.
14. The election of the auditor.
15. Decision on principles for appointing the nomination committee and the nomination committee’s assignment.
16. The establishment of guidelines for determining remuneration and other terms of employment for the managing director and other persons in the
the company’s management.
17. A decision on the issue of call options on repurchased shares and transfer of repurchased shares to executives (the»2018 years share-based
18. Decision on authorization for the board to decide on acquisition and transfer of own shares.
19. (a) Reduction of share capital by cancellation of repurchased own shares.
(b) the Increase of the share capital through a bonus issue.
20. Closure of the meeting.
THE NOMINATION COMMITTEE’S PROPOSAL FOR DECISION IN CASES 2 AND 11-15 ACCORDING TO THE ABOVE
At the annual general meeting on 24 August 2017, it was resolved to authorise the chairman of the board to contact the largest shareholders and ask them to appoint four members to the congregation, and the chairman of the board, constitute the nomination committee for the upcoming board elections. In accordance hereby appointed, as announced in the company’s interim report published on 9 February 2018, the following members of the election committee: Anders Börjesson (chairman of the committee), Marianne Flink (appointed by Swedbank Robur funds), Tom Hedelius and Stefan Nilsson (appointed by Handelsbanken’s pension Fund and Pension foundation) and Per Trygg (appointed by SEB Fonder).
The nominating committee, whose members represent about 45 percent of the total number of votes, have notified that they will propose to the annual general meeting on 23 August 2018 that, in the cases referred to above, decide whether:
Item 2 Election of the chairman at the meeting
Chairman of the board Anders Börjesson.
Item 11 Determination of number of board members
Six ordinary members.
Item 12 Determination of remuneration to the board of directors and auditors
A total board remuneration of 1 975 000 SEK (fg year 1 820 000 SEK), to be allocated as follows:
Chairman of the board: SEK 600,000 (last year, 520 000 SEK)
Other members: 275 000 SEK per member (fg year 260 000 SEK)
For committee work, the following additional bonuses are deleted:
Remuneration committee — 50 000 SEK (preceding year SEK 50 000) per committee member (2 persons).
Audit committee — SEK 50 000 (preceding year SEK 50 000) to the chairman of the board.
Member of the board shall, if fiscal conditions are in place for invoicing, and provided it is cost neutral for the Bergman & Beving AB, is given the opportunity to invoice the board fee through a private Swedish-owned company or as a sole trader. If a member of the board will invoice the board fee through the wholly owned company or sole trader should the fee be increased by an amount that corresponds to social fees and vat according to law.
Audit fees shall, as previously, be paid according to approved invoices.
Item 13 Election of board members and chairman of the board
The re-election of all board members Anders Börjesson, Roger Bergqvist, Henrik Hedelius, Malin Nordesjö, Johan Lake, Louise Undén.
New election of Johan Sjö as the chairman of the board.
A presentation of the board members can be found on the company’s website www.bergmanbeving.com.
Point 14 Election of the registered public accounting firm
The re-election of the registered auditing company KPMG AB as auditors for the period until annual general meeting 2019.
Item 15 resolution concerning principles for appointment of the nomination committee and the nomination committee’s assignment
The nomination committee proposes that the nomination committee until a new nomination committee is appointed shall consist of five members and that the chairman of the board be mandated to contact the largest shareholders and ask them to appoint four members to the congregation, and chairman of the board, constitute the nomination committee. The selection of the shareholders to contact shall be made based on the list of shareholders at the respective kalenderårsskifte. The nomination committee elects a chairman. The nomination committee’s composition shall be published not later than six months prior to the annual general meeting. Information on the principles for appointing the nomination committee and the nomination committee’s assignment and the nomination committee’s current composition shall be kept available on the company’s website www.bergmanbeving.com.
The nomination committee shall evaluate the board’s composition and work, and to the annual general meeting proposals for the chairman of the meeting, proposal for board of directors and chairman of the board, proposals for auditors and deputy auditors or registered firm of auditors, proposals for board fees to each of the members of the board, audit fees and, where appropriate, propose a revision of the principles for appointing the nomination committee and the nomination committee’s assignment. The nomination committee’s proposals shall be presented in the notice of agm and on the company’s website www.bergmanbeving.com in connection therewith. The nominating committee shall at the agm present a report on how its work was conducted and present and motivate its proposals.
If, during the term of office of one or more shareholders who appointed members of the nomination committee no longer is among the four largest shareholders by votes, the members appointed by these shareholders hold their places at the disposal if so requested by the shareholder or shareholders who then are among the four largest shareholders by votes, and then have the right to appoint their own representatives. Unless there are special reasons, no changes occur in the composition of the nomination committee if only marginal changes in the number of votes held or if the change occurs later than three months before the annual general meeting. Shareholders who then are among the four largest shareholders as a result of a more significant change in the number of votes, later than three months before the annual general meeting shall however have the right to appoint a representative that shall be co-opted to the nomination committee. A shareholder who has appointed a representative as member of the nomination committee is entitled to dismiss such member and appoint a new representative as member of the nomination committee. Changes in the composition of the nomination committee shall be published as soon as such has been made.
The company shall bear the cost of the outlays incurred in connection with the valberedningsledamots evaluation and/or recruitment of board members. The committee members receive for their work no compensation from the company.
The above-mentioned principles for the composition of the nomination committee and the nomination committee’s assignment shall apply until the annual general meeting decides on the amendment thereof. It is incumbent on the nomination committee to, prior to the general meeting, to consider whether the election committee finds it necessary to annual general meeting, to propose amendment of the relevant principles.
THE BOARD OF DIRECTORS PROPOSAL TO DECISION IN CASES 9 AND 16 TO 19 ACCORDING TO THE ABOVE
Paragraph 9 (b) Decisions on the disposition of the company’s profit according to the adopted balance sheet
The board of directors proposes that the company’s profits be appropriated so that SEK 68 million (141) to be distributed to shareholders and that the remaining part of the company’s earnings, SEK 1,138 m (1 938), to be carried forward to new account.
This means that the board of directors proposes that shareholders receive a share of sek 2.50 (5.00) per share and on August 27, 2018, shall be the record date for entitlement of dividend.
Should the annual general meeting in accordance with the proposal, it is expected that the dividend will be disbursed by Euroclear Sweden ab on August 30, 2018 to them as on the record date, are registered in the share register.
Item 16 adoption of guidelines for determining remuneration and other terms of employment for the managing director and other
members of the senior management
The board of directors strives for an remuneration system for the ceo and other members of the group management team («management») is competitive and competitive. In order to create continuity, the conformity of the board of directors ‘proposal as described below in all material respects with previous years’ remuneration principles and is based on agreements already entered into between the Bergman & Beving group and the respective executives.
The board of directors proposes that the following guidelines for determining remuneration and other terms of employment for executive management down.
The board of directors ‘ proposal for guidelines
It is for the board of directors of central importance that the company should be able to recruit, the long-term motivate and retain competent employees in both the short and the long term creating shareholder value. To achieve this, it is important to be able to offer competitive terms and conditions. The company’s remuneration levels and remuneration structures for senior management shall be market-related. The total remuneration package for relevant individuals should constitute a balanced mix of: fixed salary, variable salary, long-term incentive program, pension and other benefits. Variable salary and long-term incentive programs shall primarily be related to the group’s results and value.
The fixed salary shall be market-adjusted and based on responsibility, competence and performance. The fixed salary is determined based on market principles and is revised annually.
The variable salary shall be related to the fixed salary and is paid as a function of the group’s results.
People in management should be covered by the long-term incentive program («LTI program»).
Pension benefits shall consist of either a defined benefit pension plan or a defined contribution pension plan, whereby the annual premium amount shall be determined as a function of fixed salary and variable salary as well as age. Some individual adaptations occur. The retirement age for group management is currently 65 years.
Other benefits shall be on market terms and contribute to facilitating the executive’s ability to perform their duties.
In the event of termination of employment by the managing director, or other person in executive management has a notice period of six months. In the event of termination of employment from the company, a notice period of maximum 12 months. Severance pay can amount to a maximum of 12 months ‘ salary.
The board of directors may, if it finds special reasons for it, the right to deviate from the above guidelines in individual cases.
The intention is that these guidelines shall apply to contracts for the managing director and other members of senior management entered into during the 2018/2019.
Item 17 Decision on the issue of call options on repurchased shares and transfer of repurchased shares to executives (the»2018 years
Share-based incentive plan»)
The board of directors proposes to the annual general meeting resolves to adopt a long-term incentive plan, in 2018, the year share-based Incentive programme (the»Programme»). The program, which is proposed to include a total of 16 executives of the Bergman & Beving group, means that participants are given the opportunity to at market price to acquire call options in respect of Bergman & Beving AB (publ) (the»Company») repurchased class B shares in the Company and to the participants after two years receive a certain subsidy on premiums paid for the options.
The board’s proposal also means that the annual general meeting approves that the Company, with deviation from the shareholders ‘ preferential rights, to the holders of transfer up to 210 000 of the Company’s repurchased class B shares for the established exercise price in connection with any exercise of the warrants (subject to any recalculations). Board of directors ‘ proposal finally, the annual general meeting agrees that class B shares that the Company acquired under previous authorizations also may be transferred in order to secure delivery of shares under the proposed Program.
The company currently holds a total of 1,426 706 shares of series B in the Company.
The proposal has been prepared by the Company’s remuneration committee in consultation with the Company’s board of directors. The decision to propose the Programme for the annual general meeting has been taken by the board of directors. The company’s board members are not covered by the Program.
The program has the following principal conditions:
(a) the Number of warrants to be issued shall be not more than 210 000, equivalent to approximately 0.7 per cent of the total number of shares and approximately 0.6 percent of the total number of votes in the Company (of the Company held class B shares included). Each warrant entitles the holder to purchase one (1) repurchased class B share in the Company during the period from 13 september 2021 and 10 June 2022. Acquisition of shares may not be conducted during such period in which trading of shares in the Company is prohibited under the directive of the european Parliament and of the council regulation (EU) no 596/2014 of 16 april 2014 on market abuse (mar) (or another applicable similar legislation).
(b) the purchase price for the shares upon exercise of the option shall be equal to 120% of the volume-weighted average price of the Company’s B-share on Nasdaq Stockholm during the period from August 24, 2018 7 september 2018. This exercise price can be translated in köpoptionsprogrammets maturity under certain conditions.
(c) the Right to acquire the warrants shall inure to the group’s business management and another 14 executives of the Bergman & Beving group which has the direct opportunity to affect the group’s results. The CEO shall be offered a maximum of 30 000 call options, five people will be offered a maximum of 20 000 warrants and the other a maximum of eur 8 000 call options.
(d) If the eligibility criteria person refrain from wholly or partly acquiring the offered call options, such not acquired call options is allocated pro rata between the tilldelningsberättigade that in writing, expressed an interest in acquiring additional call options.
(e) the Board of directors shall definitively establish the distribution in accordance with the principles referred to in paragraph (c) and (d) above.
(f) Notification of the acquisition of the warrants shall take place no later than september 11, 2018.
g) the Premium for the warrants shall correspond to köpoptionernas market value determined by external independent valuation in accordance with Black & Scholes model. The measurement period for the calculation of the option premium shall be based on the volume-weighted average of the closing price of a share of series B in the Company on Nasdaq Stockholm during the period from August 24, 2018 7 september 2018. The calculation shall be carried out by Nordea Bank AB (publ).
(h) Based on a price of the Company’s share of sek 94.00 to SEK, as well as on other market conditions that prevailed as at the 10 July 2018, and the board of directors ‘ proposal for dividend for the financial year 2017/2018, the value per option of the above-mentioned rating agencies estimated to 5.95 SEC, which gives a total value for all options of approximately 1.3 MILLION.
(i) the Issuance of warrants to employees outside Sweden is dependent on tax effects, that no legal obstacles exist and that the board of directors assesses that such allocation can be accomplished with reasonable administrative and economic resources. The board of directors shall have the right to make such minor adjustments of the Programme as a result of the applicable foreign laws, regulations and rules.
(j) the Warrants are freely transferable with regard to hembudsavtal with the company. Pre-emption of the acquired warrants shall be made at the market value. The company has the right to repurchase the issued call options.
(k) the Number of shares which the call options entitle the acquisition of, and the exercise price, may be recalculated due to, inter alia, bonus issue, reverse split or split of shares, new issue or reduction of the share capital or similar measures. The timing of the transfer of shares may be brought forward as a result of merger or similar action.
l) In order to encourage participation in the Programme, a subsidy in the form of cash gross salary paid to the option holder equal to the premium paid for each option. The payment of the subsidy takes place in september 2020, provided that optionsinnehavarens employment in the group is not terminated or that the call options acquired from the Company not been divested before this date.
(m) the Company has a right to repurchase the warrants from the holder if the option holder does not wish to use all the acquired warrants and notifies the Company during the exercise period. Acquisition of warrants shall be made at a price which at the time was equivalent to not more than the market value. Repurchase of call options, however, can not be made during such period in which trading of shares in the Company is prohibited under the directive of the european Parliament and of the council regulation (EU) no 596/2014 of 16 april 2014 on market abuse (mar) (or another applicable similar legislation).
n) the Board of directors shall, within the framework of the above stated terms and conditions and guidelines responsible for the preparation and management of the Program.
o) Full optionsvillkor evidenced by the annex on the Company’s website www.bergmanbeving.com.
The costs of the Programme consist mainly of the during september 2020 paid the subsidy described above, and the social security charges payable on this subsidy and the administrative costs of hiring external consultants and providers of administrative services in connection with the design of the köpoptionsprogrammet. The total cost of the subsidy, including social security fees, is estimated to be approximately 1.3 MILLION after corporation tax (calculated on market conditions 10 July 2018). Against the subsidy is equivalent to the option premium of a total of approximately 1.3 MILLION, which the Company will receive upon transfer of the warrants, why the Program does not involve any nettobelastning on the Company’s equity.
The reasons for the deviation from shareholders ‘ preferential rights and the board’s reasons for the implementation of the Programme is that the executives in the Bergman & Beving group through an investment of their own to be able to take part of and work for a positive growth in the value of the Company’s shares and thereby achieve greater community of interest between them and the Company’s shareholders. The intention with the Programme is also to contribute to executives long-term increases its share ownership in Bergman & Beving. The program is also expected to create conditions to retain and recruit competent employees to the Bergman & Beving group, provide competitive remuneration and align shareholder’s and ledningspersonernas interests. The executives covered by the programme is the group that, in an otherwise decentralised organisation, have the opportunity to create a positive impact on earnings through synergies and efficiency improvements. Against this background, the directors believe that the introduction of the Program has a positive effect on Bergman & Beving group’s continued development, and that the Program is beneficial to both the shareholders and the Company.
The company has a share-related incentive programs, «2017 year share-based Incentive program». In 2017 the program acquired 10 executives a total of 160 000 warrants which entitle to the acquisition of an equal number of shares of series B in the Company. The exercise price for these call options is set at 118,10 SEK per share and the exercise period covers the period from september 14, 2020 June 11, 2021. For full utilization of these 160 000 call options increases the number of outstanding B-shares with 160,000 shares. Also, these 160 000 shares matched in its entirety by the already repurchased shares of series B in the Company.
A decision by the board of the above proposal is valid only where supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.
Item 18 Decision on authorization for the board to decide on acquisition and transfer of own shares
The board of directors proposes that the annual general meeting resolves that the board of directors be authorized prior to the next annual general meeting to acquire a maximum of so many shares of series B that the company’s holding of own shares does not at any time exceed 10 per cent of all shares in the company. Acquisitions shall take place on Nasdaq Stockholm, in accordance with stock exchange rules, at a price within the at each time registered price interval, meaning the interval between the highest buying price and lowest selling price. Acquisition is to be made against cash payment and may be made on one or several occasions.
The board of directors proposes that the annual general meeting authorizes the board of directors prior to the next annual general meeting dispose of the company held own shares of series B on Nasdaq Stockholm. The authorization may be exercised on one or more occasions and includes all shares that the company holds at the time of the board’s decision. The authorization includes the right to decide on deviation from shareholders ‘ preferential rights and that payment should be made in other than money.
The purpose of the authorization is to be able to adapt the group’s capital structure and partly to enable future acquisitions of companies or businesses may be made through payment using treasury shares. Through the holding of own shares will also ensure the company’s commitments in the proposed equity incentive program and the incentive program which was resolved at the annual general meeting in 2017.
For decisions under the board’s proposal in accordance with paragraph 16 are subject to the board’s decision is assisted by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Paragraph 19a of the Reduction of share capital by cancellation of repurchased own shares
The board of directors proposes to the annual general meeting resolves to reduce the share capital by a total of 2 000 000 sek. The reduction should be carried out through the cancellation of 1 000 000 series B shares that were repurchased by the company with the support of the authorization granted by the previous annual general meeting for the allocation to unrestricted fund to be used in accordance with paragraph (b) below.
Paragraph 19b Increase of the share capital through a bonus issue
In order to restore the share capital after the proposed reduction of the share capital in accordance with the above, the board proposes that the general meeting simultaneously decides that the share capital shall be increased through a bonus issue of 2 000 000 sek through a transfer of 2 000 000 sek from the company’s unrestricted equity. The bonus issue shall be carried out without issuing new shares.
The board of directors or the board of directors, and if the should have the right to make minor changes in the decisions above as may appear necessary for the registration of the decisions with the Swedish companies registration office or Euroclear Sweden AB and, in general, take the measures necessary for the execution of the orders.
Decisions taken by the annual general meeting in accordance with paragraph 19 (a)-(b) above shall be adopted as a joint decision. In order to be valid must the board’s decision is assisted by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
OF SHARES AND VOTES
The company has a total issued 28 436 416 shares, of which 1 062 436 shares of series A and 27 373 980 shares of series B, of which the company holds 1 426 706 shares. The total number of votes, after deduction of the shares the company holds, is 36 571 634. The data refer to the ratio at issuing.
SHAREHOLDERS ‘ RIGHT TO REQUEST INFORMATION
Under 7 chapter. Section 32 and 57 of the Swedish companies act, the management board and the executive director, if any shareholder so requests and the board believes that it can be done without material harm to the company, at the meeting provide information about circumstances that may affect assessment of an item on the agenda and conditions that may affect the assessment of the company’s financial situation. The information obligation also includes the company’s relationship to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as referred to in the preceding sentence.
Financial statements and auditor’s report and the board’s complete proposals for decision under items 9b (including the board of directors ‘statement according to chapter 18 § 4 of the Swedish companies act), 16 (including the auditor’s statement according to the 8 chapter, section 54 of the Swedish companies act, 19 (including the board of directors’ statement according to chapter 20 section 13 of the Swedish companies act and the auditor’s statement according to chapter 20 section 14 of the Swedish companies act) and the remuneration committee’s evaluation of the application of the guidelines adopted by the agm for remuneration to senior executives),17 (2018 years share-based incentive programs), and 18 (including the board of directors ‘ statement according to chapter 19, section 22 of the Swedish companies act) in the agenda, will be available at the company and on the company’s website www.bergmanbeving.com from 19 July 2018 and will be sent to those shareholders who so request and state their postal address. The nomination committee’s proposal and reasoned opinions available on the company’s website www.bergmanbeving.com from 19 July 2018.
Stockholm in July 2018
The BOARD of directors
Peter Schön, CFO, Bergman & Beving AB, telephone 070 339 89 99
This information is such that the Bergman & Beving AB (publ) is obliged to publish under the EU marknadsmissbruksförordning. The information was submitted, by the above contact person in the government, for publication on 19 July 2018 there is a 18:00 CET.
Bergman & Beving takes and refines company that develops and markets strong brands to professional users in industry and construction
— mainly in the Nordic region, the Baltic countries and Poland. Bergman & Beving must be the place where the successful product company can take the next step and become leading brands in their categories. The group today has 15 brands, about 1000 employees and a turnover of about sek 3.8 billion. Bergman & Beving is listed on the Nasdaq Stockholm. Read more on the website: www.bergmanbeving.com.
20180719_Bergman_Beving_PR_Kallelse til the annual general meeting 2018
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Source: Bergman & Beving AB via Globenewswire