The shareholders of Prevas AB, corporate registration number 556252-1384, are hereby given notice of the Annual General Meeting to be held on Wednesday May 15, 2024, at 6 p.m. in the company’s premises at Glödgargränd 14, Västerås, Sweden.
Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
RIGHT TO PARTICIPATE
Shareholders wishing to attend the Annual General Meeting must:
The notice must include the shareholder’s full name, personal identity or company registration number, address, telephone number, shareholding and, where applicable, the name of his/her proxy, representative and assistants (maximum two). Where applicable, e.g. for a legal person, the notice should also be accompanied by full authorisation documents such as a certificate of registration or equivalent.
NOMINEE-REIGSTERED SHARES
In order to be entitled to participate in the Annual General Meeting, a shareholder who has had his/her shares nominee-registered must, in addition to registering for the Annual General Meeting, have the shares registered in his/her own name so that the shareholder is included in the share register as at the record date of Monday May 6, 2024. Such registration may be temporary (so called voting rights registration) and is requested from the nominee according to the nominee's procedures in such time in advance as determined by the nominee. Voting rights registration that has been carried out by the relevant nominee at the latest by Wednesday May 8, 2024 will be observed when producing the shareholder list.
PROXIES
Shareholders represented by proxy must issue a written power of attorney to the proxy, signed and dated by the shareholder. The power of attorney shall also be presented at the Annual General Meeting. The period of validity of the power of attorney may not exceed five years if specifically stated. If the power of attorney is issued by a legal person, a copy of the certificate of registration of the legal person or, in the absence of such a document, an equivalent authorisation document must be attached. In order to facilitate registration at the Annual General Meeting, the notice should be accompanied, where appropriate, by powers of attorney, certificates of registration and other authorising documents. If the shareholder intends to bring one or two assistants to the Annual General Meeting, the company must be notified of such participation as described above. Registration forms and proxy forms are available on the company's website www.prevas.se and will be sent free of charge to shareholders who request them and provide their postal address.
INFORMATION ON THE NUMBER OF SHARES AND VOTES
The total number of shares in the company at the date of issue of this notice is 12,736,893, of which 422,800 are class A shares and 12,314,093 are class B shares. Class A shares carry ten votes per share and class B shares carry one vote per share. The total number of votes in the company thus amounts to 16,542,093. At the time of issuance of this notice, the company has no own shares.
PROPOSED AGENDA
THE BOARD OF DIRECTORS’ PROPOSED RESOLUTIONS
Item 9 b) – Resoultion on the appropriation of the company's profits in accordance with the adopted balance sheet
The profit for the year of SEK 42,336,521 and other unrestricted capital of SEK 201,889,209, totaling SEK 244,225,730, are at the disposal of the Annual General Meeting. The Board of Directors proposes that a dividend of SEK 4.75 per share, totaling SEK 60,500,242, will be paid and that the remaining available earnings of SEK 183,725,488, be carried forward.
The record date for the payment is proposed to be Friday May 17, 2024, and if the Annual General Meeting decides in accordance with the proposal, the dividend is expected to be paid through Euroclear Sweden AB on Wednesday May 22, 2024.
Item 13 – Resolution on the approval of the Remuneration Report
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ Remuneration Report in accordance with Chapter 8, Section 53 (a) of the Swedish Companies Act.
Item 14 – Resolution authorising the Board of Directors to decide on a new issue of class B shares
The Board of Directors proposes that the Annual General Meeting resolves upon that the Board of Directors shall be authorised to, on one or several occasions for the period until the next Annual General Meeting, decide on new issues of class B shares of a maximum of 1,273,689 class B shares in the company, entailing a share capital increase of a maximum of SEK 3,184,222.50, corresponding to approximately ten per cent of all shares in the company, at the time for the Annual General Meeting.
New issues of shares may be made with or without derogation from the shareholders' pre-emption rights, against payment in cash or with provision for payment in kind or set-off or otherwise subject to conditions. The purpose of the authorisation is to raise capital in connection with company acquisitions or, alternatively, to enable shares to be used as liquidity in such acquisitions. In the event of derogation from the shareholders' pre-emption rights, the issue shall be carried out on market terms.
It is further proposed that the Annual General Meeting authorise the Board of Directors, the Chief Executive Officer or a person appointed by the Board of Directors, to make such minor adjustments as may appear necessary in connection with the registration of the resolution by the Swedish Companies Registration Office.
Item 15 – Resolution authorising the Board of Directors to decide on aqusitions of own class B shares
The Board of Directors proposes that the Annual General Meeting resolves upon that the Board of Directors shall be authorised to, on one or several occasions for the period until the next Annual General Meeting, acquire own class B shares in the company according to the following.
The purpose of the authorisation to acquire own class B shares is partly to be able to adapt the company’s capital structure and partly to enable the company, through payment of own shares, finance future acquisitions of companies or operations.
The Board of Directors has issued a statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act.
Item 16 – Resolution regarding long-term incentive program 2024/2027
The Board of Directors proposes that the General Meeting resolves to issue warrants and to approve subsequent transfer of these warrants in accordance with the following.
A. Issue of warrantsThe Board of Directors proposes that the General Meeting resolves on a directed issue of not more than 500,000 warrants, entailing an increase in the share capital if fully exercised by not more than SEK 1,250,000. The resolution shall otherwise be governed by the following terms and conditions.
Item 17 – Resolution on guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual General Meeting resolves these guidelines. The proposed remuneration guidelines correspond in all essential respects with the guidelines adopted by the 2020 Annual General Meeting.
The guidelines apply to employment contracts entered into after the Annual General Meetings resolution and, if applicable, amedments made in existing conditions after this time. The Board of Directors proposal is based on the company’s remuneration level and remuneration structure for executive management must be market-based.
A prerequisite for the successful implementation of the company’s business strategy and safeguarding its long-term interest, including its sustainability, is that the company is able to recruit and retain qualified senior executives with the capacity to reach set goals. This requires that the company can offer competitive remuneration. These guidelines enable senior executives to be offered a competitive total compensation. Variable cash remuneration covered by theses guidelines must be based on criteria aimed at promoting the company’s business strategy and long-term interests, including its sustainability.
Fixed cash salary: The fixed cash salary shall be individual and based on each individual's responsibility and role as well as the individual's competens and experience in the relevant position.
Variable cash remuneration: The variable cash remuneration for senior executives within the group must be structured as a variable component of the total cash remuneration package and the criteria for the variable salary must first hand be related to financial outcome with group-wide goals. The purpose of the variable cash remuneration is to promote the company’s long-term value creation. The criteria for this variable cash remuneration must be revised annually by the Board of Directors to ensure that the goals are in line with current business strategies. The proportion of the total compensation that consists of variable cash remuneration varies depending on the positions and must be able to constitute between 25 and 50 per cent of the fixed salary if the goals are fully met. The plan must also contain a minimum performance level in relation to the goals, below which no bonus is received. In light of the fact that the variable cash remuneration that can be paid is relatively limited, that the criteria for the variable cash remuneration are clear, transparent and set to only financial outcomes, and that the criteria are revised annually, the Board of Directors considers that there is no reason to introduce any special reservations that condition payment of a certain part of such remuneration because the performances on which the earnings are based turn out out to be sustainable over time, or which gives the company the opportunity to reclaim such remuneration that was paid out on the basis of information that later proved to be clearly incorrect. The company has ongoing long-term warrant programs. The programs have been resolved upon by the general meeting and is therefore excluded from these guidelines. The long-term warrant program proposed by the Board of Directors to the Annual General Meeting 2024 for approval is excluded for the same reason. The proposed program essentially corresponds to the existing programs. For more information regarding these programs, including the criteria which the outcome depends on, please see the company's website, www.prevas.se.
Other benefits: Other benefits, such as a benefit car, remuneration for healthcare insurance, etc., must be of limited value in relation to other remuneration and conform to what is customary market-wise. Costs of such other benefits may amount to not more than 15 per cent of the pensionable income.
Pension: The Chief Executive Officer and other senior executives are entitled to pension benefits on market terms according to the ITP plan. The retirement age for the Chief Executive Officer and other senior executives is 65. The pension premiums for a defined contribution pension may amount to a maximum of 35 per cent of the pensionable income.
Notice period and severance pay: For the Chief Executive Officer, a mutual notice period of six months applies. In the event of termination by the company, the managing director is also entitled to twelve months' severance pay. Other senior executives in the group have terms of employment according to collective agreements or equivalent.
The remuneration committee and the decision making process for establishing, rewieing and implementing the guidelines: A remuneration committee appointed by the Board of Directors must prepare questions about salary and other terms of employment for the Chief Executive Officer and other senior executives, as well as prepare for proposals for the Board of Directors decisions on such matters.
The remuneration committee must prepare a proposal for new guidelines for remuneration when there is need for substantial changes to the guidelines, however at least every four years. The guidelines shall apply until new guidelines are adopted by the general meeting. The remuneration committee must follow and evaluate the programs for variable cash remuneration for senior executives, the application of the guidelines and current remuneration structure and remuneration levels within the company. When dealing with and decision-making on remuneration-related issues, senior executives are not present, to the extent that they are affected by the issues. In all decisions, it is ensured that conflicts of interests are prevented and that any conflicts of interest are handled in accordance with the companies policies and guidelines in force from time to time.
Possible outcomes of guidelines for remuneration to senior executives: As stated above, variable cash remuneration is dependent on the outcome of financial targets. Bonus payments are made in accordance with the group’s bonus plan. Payment of bonus takes place according to pro rata and is calculated based on worked time during the year.
Salary and conditions of employment: In the preparation of the Board of Directors proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been considered by including information on the employees total income, the components of the remuneration as well as the increase and growth rate of the remuneration over time and have formed part of the Board of Directors decision-making basis in the evaluation of fairness of the guidelines and the restriction that follow from them.
Deviations in individual cases: The Board of Directors shall have a right to deviate from these guidelines if there are special reasons in an individual case and a deviation is necessary to ensure the companys long-term interests and sustainability, or to ensure the companys financial viability. If such a deviation occurs, information about this and the reasons for the deviation must be reported at the next Annual General Meeting.
THE NOMINATION COMMITTEE'S PROPOSED RESOLUTIONS
Item 2 – Election of Chair of the Annual General Meeting
Christer Parkegren, or if he is prevented from attending, the person the Nomination Committee proposes in his place, is proposed to be elected as Chair of the Annual General Meeting.
Item 10 – Resolution on the number of Directors and Deputy Directors and the number of Auditors and Deputy Auditors
The Board of Directors is proposed to consist of seven members elected by the Annual General Meeting without Deputy Directors. It is further proposed that the company shall have one Auditor without Deputy.
Item 11 – Resolution on Director and Auditor remunerations
It is proposed that a remuneration of SEK 440,000 is to be be paid to the Chair of the Board and SEK 220,000 to each of the other ordinary members of the Board of Directors appointed by the Annual General Meeting, who are not employees of the company, for the period until the end of the next Annual General Meeting.
It is proposed that remuneration is to be paid to the Auditors in accordance with the amount approved by the company.
Item 12 – Election of the Board of Directors, the Chair of the Board of Directors and the Auditor
The Nomination Committee proposes re-election of the Board members, Christer Parkegren, Pia Sandvik, Ebba Fåhraeus, Robert Demark, Johan Strid and Christer Wallberg and new election of Magnus Lundin. Ulrika Grönberg has declined re-election. As Chair of the Board the Nomination Committee proposes re-election of Christer Parkegren.
Magnus Lundin has over 30 years of experience in banking. Magnus Lundin’s most recent position in the banking sector was as a senior adviser business banking at Danske Bank.
Information on the other proposed Board members is available on the company's website www.prevas.se.
The Nomination Committee proposes, in accordance with the Board of Directors' recommendation, the re-election of the audit firm Ernst & Young AB until the end of the next Annual General Meeting, with Per Modin as Auditor in charge.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
According to Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the Chief Executive Officer shall, if requested by a shareholder and if the Board of Directors considers that this can be done without significant damage to the company, provide information at the Annual General Meeting on circumstances that may affect the assessment of an item on the Agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries and the company's relationship with another group company and the consolidated financial statements. Requests for such information should be submitted in writing to the company at Prevas AB, Box 4, 721 03 Västerås, Sweden or by e-mail to arsstamma@prevas.se.
SPECIAL MAJORITY REQUIREMENT
For resolutions according to items 14 and 15 to be valid, each proposal must be supported by shareholders holding at least two thirds of the votes cast as well as of the shares represented at the meeting. A resolution according to item 16 is valid only when supported by shareholders holding at least nine tenths of the votes cast as well as of the shares represented at the meeting.
DOCUMENTS
The Board of Directors’ and Nomination Committee’s complete proposals, including the Board of Directors’ and Auditors Reports as well as the accounting documents and the Auditor’s Report for the financial year 2023, will be available at the company and on the company’s website www.prevas.com no later than three weeks before the Annual General Meeting. Copies of the documents will be sent to shareholders who request them and provide their postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Västerås in April 2024
Prevas AB (publ)
The Board of Directors
Prevas AB, Box 4, 721 03 Västerås, address for visitors: Glödgargränd 14, phone 021-360 19 00 www.prevas.se, corporate registration number 556252-1384.
Archive news
2024-11-04 Nomination committee for Prevas’ 2025 Annual General Meeting
2024-10-25 Prevas publishes the interim report for the third quarter of 2024
2024-10-15 Invitation to presentation of Prevas interim report January – September 2024
2024-07-19 Prevas publishes the interim report for the second quarter of 2024
Notice of AGM and documents