NOTICE OF ANNUAL GENERAL MEETING IN ARJO AB (PUBL)
The shareholders of Arjo AB (publ), Corporate ID No. 559092-8064, are hereby invited to attend the Annual General Meeting (the “AGM”) on Thursday, 18 April 2024 at 5.00 p.m. CEST, at Glasklart, Dockplatsen 1, Malmö, Sweden.
The Arjo Board of Directors has decided to make it possible for shareholders who do not wish to attend the Annual General Meeting physically to exercise their right to vote by postal voting before the AGM in accordance with the regulations in Arjo’s Articles of Association. In the case of postal voting, any questions must be submitted in advance.
RIGHT TO ATTEND AND NOTICE OF ATTENDING
Shareholders who wish to attend the AGM physically must:
- be recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository), on Wednesday, 10 April 2024, and
- notify the company of their intention to attend the AGM by Friday, 12 April 2024, preferably before 4.00 p.m. CEST.
- by post to the address Arjo AB (publ),”Årsstämma 2024”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm,
- by telephone 010-335 47 00 (weekdays 09.00 a.m. – 4.00 p.m. CEST), or
- via https://anmalan.vpc.se/EuroclearProxy/.
The notice of attendance shall state name, personal or corporate identity number, address, telephone number and email address (if any), and also the number of any advisors (not more than two). Registered shareholders, who wish to attend the AGM, are asked to bring and show a valid identification at the entrance of the meeting venue.
Anyone who would like to attend the AGM physically in person or through a representative must register this as seen above. This means that registration through only postal voting as seen below is not sufficient for those who want to attend the AGM physically.
Shareholders who wish to attend the AGM by postal voting must:
- be recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository), on Wednesday, 10 April 2024, and
- no later than Friday, 12 April 2024, notify the company of their intention to attend the AGM by submitting their postal vote in accordance with the instructions under ”Postal-voting” below in order for the postal vote to be received by Euroclear Sweden AB this day.
NOMINEE-REGISTERED SHARES
In order to attend the AGM, shareholders with nominee-registered shares should, in addition to give notice of attendance physically or by postal vote, ensure that the shares are owner-registered for the shareholders name to be listed in the shareledger on Wednesday, 10 April 2024. Such registration can be temporary (so-called voting right registration) and you request the nominee for temporary owner registration in accordance with the nominee’s routines within the time the nominee decides. Owner-registration completed by the nominee no later than Friday, 12 April 2024 will be considered when the shareledger is produced.
PROXYS, etc.
Shareholders’ participation physically or by postal voting represented by proxy must issue a written, signed and dated power of attorney. The power of attorney may not be more than one year old, unless a longer period of validity is stated, although maximum five years. Shareholders attending the AGM represented by proxy should in advance submit a power of attorney to Arjo AB (publ), ”Årsstämma 2024”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. Power of attorney for shareholders attending by postal-voting represented by proxy, shall be attached to the postal-voting form. A proxy form is available at the company and on the company’s website, www.arjo.com. Representatives of a legal entity shall attach a copy of the certificate of registration or similar document of authorization.
POSTAL-VOTING
For postal voting, a specific form is used. The form is available on the company’s website www.arjo.com. Postal voting only do not require any separate notice of attendance for the AGM.
Postal voting can be made by:
- submitting the completed and signed form to Arjo AB (publ), ”Årsstämma 2024”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden,
- submitting a scanned copy of the completed and signed form by email to GeneralMeetingService@euroclear.com (type in ”Arjo AB (publ) – Postal voting” in the subject matter box), or
- shareholders casting their vote digitally through BankID verification. Link to digital postal voting: https://anmalan.vpc.se/EuroclearProxy/.
If the shareholder is a legal entity, certificate of registration or corresponding authorization document shall be enclosed this form. If the shareholder is represented by proxy, the power of attorney shall be enclosed (see ”Proxys, etc.” above).
The completed form shall be received by Arjo via Euroclear Sweden AB no later than Friday, 12 April 2024. Electronic postal voting has to be made within the same time.
The shareholder may not provide the postal vote form with any specific instructions or conditions. If made, the vote will be deemed invalid. Further instructions and conditions are stated in the postal voting form.
PROPOSAL FOR AGENDA
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of minutes-checkers
- Determination of compliance with the rules of convocation
- Presentation of
(a) the Annual Report and the Auditor’s Report
(b) the Consolidated Accounts and the Group Auditor’s Report
(c) the statement by the auditor on the compliance of the Guidelines for Remuneration to Senior Executives applicable since the last AGM
(d) the Board’s proposal for distribution of the company’s profit and the Board’s reasoned statement thereon
- Presentation of work conducted by the Board of Directors and the by the Board appointed remuneration committee’s and audit committee’s work and purpose.
- Presentation by the CEO
- Resolution regarding adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet
- Resolution regarding dispositions in respect of the company’s profit according to the adopted Balance Sheet and determination of record date for dividend
- Resolution regarding discharge from liability for the Board of Directors and the CEO
- Establishment of the number of Board members and auditors
- Establishment of fees to the Board of Directors (including fees for work in Committees), and the auditor(s)
- Election of Board of Directors and Chairman of the Board
(a) re-election of Johan Malmquist;
(b) re-election of Carl Bennet
(c) re-election of Eva Elmstedt
(d) re-election of Dan Frohm
(e) re-election of Ulf Grunander
(f) re-election of Carola Lemne
(g) re-election of Joacim Lindoff
(h) new election of Ulrika Dellby; and
(i) re-election of Johan Malmquist as Chairman of the Board
- Election of auditor
- Resolution regarding Guidelines for Remuneration to Senior Executives
- Resolution regarding approval of remuneration report
- Closing of the Meeting
PROPOSALS BY THE NOMINATION COMMITTEE AND THE BOARD OF DIRECTORS
Election of Chairman of the Meeting (item 2)
The Nomination Committee in respect of the 2024 AGM has comprised the Chairman of the Nomination Committee Carl Bennet (Carl Bennet AB), Jannis Kitsakis (Fjärde AP-fonden), Anna Magnusson (Första AP-fonden), and the Chairman of the Board Johan Malmquist. The Nomination Committee proposes the Chairman of the Board, Johan Malmquist, as Chairman of the AGM.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list prepared by Euroclear Sweden AB, on behalf of the company, based on the general meeting share register, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Disposition and record date for dividend (item 11)
The Board and the CEO have proposed that a dividend of SEK 0,90 per share shall be declared. As record date for the dividend, the Board proposes Monday, 22 April 2024. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting Thursday, 25 April 2024.
Number of board members and auditors (item 13)
The Nomination Committee has proposed that the number of Board members elected by the AGM shall be eight, without deputy members, and that a registered auditing company should be elected as the company’s auditor.
Board and committee fees (item 14)
The Nomination Committee has proposed that board fees, excluding remuneration for Committee work, shall be paid in a total of SEK 5 867 400 of which, SEK 1 649 400 (1 578 375) to the Chairman and, SEK 703 000 (672 750) to each of the other Board members elected by the AGM who are not employees of the Group. Work in the Audit Committee shall, be compensated with SEK 292 000 (279 450) to the Chairman and SEK 146 000 (139 725) to each of the other members, and work in the Remuneration Committee shall be compensated with SEK 156 800 (150 075) to the Chairman and SEK 111 400 (106 605) to each of the other members.
The Nomination Committee has further proposed that fees to the auditor shall be paid in accordance with approved invoices.
Election of the Board of Directors and Chairman of the Board (item 15)
The Nomination Committee proposes
– re-election of the directors Johan Malmquist, Carl Bennet, Eva Elmstedt, Dan Frohm, Ulf Grunander, Carola Lemne and Joacim Lindoff
– new election of Ulrika Dellby as director, and
– re-election of Johan Malmquist as Chairman of the Board.
Board member proposed for new election
Ulrika Dellby, born 1966, holds a Master of Business Administration from Stockholm School of Economics (SSE). Ulrika Dellby is Chairman of Fasadgruppen Group AB and Vice Chairman of BICO AB as well as Board member of Elanders AB, Lifco AB, Royal Dramatic Theatre, Linc AB, Werksta Nordic AB and Business Executives Council of the Royal Swedish Academy of Engineering. She has also previous experience as Partner of The Boston Consulting Group and of Fagerberg & Dellby Fond I AB and has been CEO of Brindfors Enterprise IG (now Brand Union), Vice Chairman of Norrporten and Board member of Cybercom Group AB, Kavli Holding AS and SJ AB. Ulrika Dellby holds 8000 shares in Arjo.
Information concerning all members proposed for re-election is available on the company’s website, www.arjo.com.
Election of auditor (item 16)
The Nomination Committee has proposed that the registered auditing company Öhrlings PricewaterhouseCoopers AB shall be re-elected for the period until the end of the AGM 2025, in accordance with the recommendation of the Audit Committee. Öhrlings PricewaterhouseCoopers AB has informed that, should the auditing company be elected, Vicky Johansson will be appointed as auditor in charge.
Resolution regarding Guidelines for Remuneration to Senior Executives (item 17)
The Board proposes that the AGM 2024 resolve on an update in current guidelines for remuneration to senior executives regarding pension contribution for the CEO, which is proposed to be increased from current 30% to 35% of fixed base salary. The guidelines are updated but no other material changes are proposed.
QUESTIONS AND SHAREHOLDERS’ RIGHTS TO INFORMATION
The Board of Directors and the CEO shall at the AGM, if any shareholder so requests and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial position and the company’s relation to other companies within the group. Shareholders can also submit questions in advance by post to Arjo AB (publ.), Att: AGM matters, Hans Michelsensgatan 10, 211 20 Malmö or by e-mail to AGM@arjo.com.
DOCUMENTS AND OTHER INFORMATION
Financial statements, Auditor’s Report and other documents pursuant to item 7, the Board’s reasoned statement under item 11, the complete proposals of the Board for the resolutions under items 17, the Auditors statement pursuant to Chapter 8 section 54 the Swedish Companies Act regarding guidelines for remuneration to Senior Executives and the Board of Director´s report on remuneration pursuant to Chapter 8 section 53 a the Swedish Companies Act (the Remuneration Report) will be available at the company and on the company’s website, www.arjo.com, no later than Thursday, 28 March 2024.
The Nomination Committee’s complete proposal, reasoned statement on the proposed Board of Directors, and report on the work of the Nomination Committee are available on the company’s website.
The documents are presented by being available at the company and on the company’s website. The above documents will, as from the date they are available, be sent to shareholders, who have stated their address, upon request. Copies will also be available at the AGM.
The Arjo Annual Report 2023 will before the AGM be published digitally at the company’s website. A printed copy of the Annual Report can be requested at www.arjo.com.
The AGM shareledger will be available at the company’s headoffice.
The total number of shares in the company amounts to 272,369,573, whereof 18,217,200 shares of series A and 254,152,373 shares of series B. The total number of votes in the company amounts to 436,324,373.
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.
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Malmö in March 2024
The Board of Directors of Arjo AB (publ)