Annual General Meeting of Alleima AB
The shareholders in Alleima AB are convened to the Annual General Meeting to be held on Tuesday, May 2, 2023 at 4:00 p.m. at the Göransson Arena, Sätragatan 21, Sandviken, Sweden. Registration will begin at 2:30 p.m. The newly established Alleima Innovation Prize will be awarded for the first time at around 3:00 p.m. Coffee and tea will be served.
RIGHT TO PARTICIPATE AND NOTICE
There are two ways for shareholders to participate in the Meeting: (i) attending the Meeting in person or by proxy, or (ii) participating by postal voting. In either case, if the shares are registered in the name of a nominee, they must be temporarily re-registered in the name of the shareholder (as further described below).
Participation at the meeting venue in person or by proxy
Shareholders who wish to attend the Meeting at the meeting venue in person or by proxy must:
- be recorded as shareholder in the share register prepared by Euroclear Sweden AB regarding the conditions on Friday, April 21, 2023, and
- give notice of their intention to participate in the Meeting, not later than Tuesday, April 25, 2023, according to the instructions below.
Notice of participation at the meeting venue shall be made on the company’s website, www.alleima.com, by telephone +46 (0)26-426 00 30 weekdays 9:00 a.m.– 4:00 p.m. or by letter to Computershare AB, “Alleima’s AGM”, Box 5267, SE-102 46 Stockholm, Sweden. When giving notice of participation, please state name, personal or corporate registration number, address and telephone number and the number of assistants (maximum two), if any.
If participation in the Meeting is by proxy, a written and dated power of attorney signed by the shareholder must be submitted to the address stated above in advance of the Meeting. Power of attorney forms are available on the company’s website www.alleima.com. A power of attorney issued by a legal entity must be accompanied by a registration certificate or other authorization document. In order to facilitate registration at the Meeting, the power of attorney as well as the registration certificate or other authorization document should be received by the company at the above address not later than Tuesday, April 25, 2023.
Postal voting
The Board of Directors has decided that shareholders should be able to exercise their voting rights by postal voting. Shareholders who wish to participate in the Meeting by postal voting must:
- be recorded as shareholder in the share register prepared by Euroclear Sweden AB regarding the conditions on Friday, April 21, 2023, and
- give notice of their intention to participate in the Meeting by submitting their postal votes, not later than Tuesday, April 25, 2023, according to the instructions below.
A special form must be used for the postal vote. The form for postal voting is available on the company’s website, www.alleima.com. The completed and signed form for postal voting shall be sent by e-mail to [email protected] or by post to Computershare AB, ”Alleima’s AGM”, Box 5267, SE-102 46 Stockholm, Sweden. Completed forms must be received by Computershare not later than Tuesday, April 25, 2023. Shareholders may also cast their votes electronically through verification with BankID via the company’s website, www.alleima.com. Such electronic votes must also be submitted not later than Tuesday, April 25, 2023.
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
If a shareholder submits its postal vote through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company’s website www.alleima.com. A power of attorney issued by a legal entity must be accompanied by a registration certificate or other authorization document.
Shareholders who wish to attend the meeting venue in person or by proxy must give notice to the company in accordance with the instructions under “Participation at the meeting venue in person or by proxy” above. This means that a notice of participation by postal voting only is not enough for a shareholder who wants to attend the meeting venue in person or by proxy.
Shares registered in the name of a nominee
Shareholders whose shares are registered in the name of a nominee must, to be entitled to participate in the Meeting (including via postal voting), temporarily have re-registered the shares in their own name so that the shareholder is registered in the share register as of Friday, April 21, 2023. Please note that this procedure also applies with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts. Request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that has been made by the nominee not later than Tuesday, April 25, 2023 will be taken into account in the preparation of the share register.
AGENDA
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to verify the minutes.
5. Approval of the agenda.
6. Examination of whether the Meeting has been duly convened.
7. Presentation of the annual report and the auditor’s report and the group accounts and auditor’s report for the group.
8. Speech by the President and CEO.
9. Resolution in respect of adoption of the profit and loss account, balance sheet, consolidated profit and loss account and consolidated balance sheet.
10. Resolution in respect of discharge from liability of the Board members and the President for the period to which the accounts relate.
11. Resolution in respect of allocation of the company’s result in accordance with the adopted Balance Sheet and resolution on record day.
12. Determination of the number of Board members, deputy Board members and auditors.
13. Determination of fees to the Board of Directors and auditor.
14. Election of Board members:
14.1 Göran Björkman
14.2 Claes Boustedt
14.3 Kerstin Konradsson
14.4 Ulf Larsson
14.5 Andreas Nordbrandt
14.6 Susanne Pahlén Åklundh
14.7 Karl Åberg
15. Election of Chairman of the Board.
16. Election of auditor.
17. Presentation of the Board of Directors’ remuneration report for approval.
18. Resolution on guidelines for the remuneration of senior executives.
19. Resolution on a long-term incentive program (LTI 2023).
20. Authorization for the Board of Directors to resolve on acquisition of the company’s own shares.
21. Proposals from shareholder Eric Båve to resolve:
21.1 to instruct the Board of Directors to decrease the chemical waste,
21.2 to instruct the Board of Directors to procure measure proposals to decrease the thermal waste by 50% by 2030, and
21.3 in next year’s year-end report, more clearly present the nature and extent of the chemical waste.
22. Closing of the Meeting.
PROPOSALS FOR RESOLUTIONS
Item 2 – Election of Chairman of the Meeting
The Nomination Committee consists of its Chairman Fredrik Lundberg (Industrivärden), Bo Selling (Lundbergföretagen), Anna Magnusson (Alecta), Jan Dworsky (Swedbank Robur Funds), and Andreas Nordbrandt (Alleima’s Chairman of the Board).
The Nomination Committee proposes attorney Patrik Marcelius as Chairman of the Meeting.
Item 3 – Preparation and approval of the voting list
The voting list proposed for approval is the voting list drawn up by Comptershare AB on behalf of the company, based on the Annual General Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Item 11 – Resolution in respect of allocation of the company’s result in accordance with the adopted balance sheet and resolution on record day
The Board of Directors proposes that the Annual General Meeting resolve on a cash dividend of SEK 1.40 per share. Thursday, May 4, 2023 is proposed as the record day. If the Meeting approves these proposals, it is expected that the dividend be paid by Euroclear Sweden AB on Tuesday, May 9, 2023.
Item 12 – Determination of the number of Board members, deputy Board members and auditors
The Nomination Committee proposes seven Board members with no deputies and one registered public accounting firm as auditor.
Item 13 – Determination of fees to the Board of Directors and auditor
The Nomination Committee proposes fees to the Board of Directors as follows (last year’s fees in brackets):
- Chairman of the Board of Directors: SEK 1,410,000 (1,350,000)
- Other Board members not employed by the company: SEK 490,000 (470,000) each
- Chairman of the Audit Committee: SEK 208,000 (200,000)
- Other members of the Audit Committee: SEK 104,000 (100,000) each
- Chairman of the Remuneration Committee: SEK 104,000 (100,000)
- Other members of the Remuneration Committee: SEK 73,000 (70,000) each
Fees to the auditor shall be paid in accordance with approved invoices.
Item 14 – Election of Board members
The Nomination Committee proposes the election of the following persons as Board members:
14.1 Göran Björkman (re-election)
14.2 Claes Boustedt (re-election)
14.3 Kerstin Konradsson (re-election)
14.4 Ulf Larsson (new election)
14.5 Andreas Nordbrandt (re-election)
14.6 Susanne Pahlén Åklundh (re-election)
14.7 Karl Åberg (re-election)
Ulf Larsson (item 14.4), born 1962, holds a Bachelor of Science in Forestry, and has long and solid industrial experience from several roles at Svenska Cellulosa Aktiebolaget (SCA), where he, since 2017, is President and CEO. Furthermore, Ulf Larsson is chairman of the Swedish Forest Industries and member of the Board of CEPI. Additional information on Ulf Larsson is presented in the Nomination Committee’s statement and presentation of the proposed Board members.
Item 15 – Election of Chairman of the Board
The Nomination Committee proposes re-election of Andreas Nordbrandt as Chairman of the Board of Directors.
Item 16 – Election of auditor
The Nomination Committee proposes, pursuant to the recommendation of the Audit Committee, re-election of PricewaterhouseCoopers AB as auditor for the period until the end of the 2024 Annual General Meeting.
Item 18 – Resolution on guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual General Meeting resolve to adopt new guidelines for remuneration to senior executives. Compared to the guidelines adopted by the Extraordinary General Meeting on 9 May 2022, these guidelines are proposed to be updated primarily regarding variable remuneration and pension benefits.
The main changes in the proposal are, in brief, (i) that the short-term variable cash remuneration shall be maximized to 70 percent of the fixed annual cash salary for the President and CEO and maximized to 50 percent for other members of the group executive management, (ii) that the long-term variable cash remuneration shall be maximized to a total of 75 percent of the annual fixed cash salary for the President and CEO, and maximized to 60 percent of the annual fixed cash salary for other members of the group executive management, and (iii) clarification that the group executive management’s pension benefits may include both premium-based and benefits-based undertakings, based on individual prerequisites and regulatory frameworks.
The Board of Directors’ proposed guidelines are set out in full below.
Scope of the guidelines
The guidelines apply to the President and CEO and other members of the group executive management. The guidelines do not apply to any remuneration decided on or approved by the General Meeting.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration.
The guidelines enable the company to offer senior executives a competitive total remuneration. For more information regarding the company’s business and sustainability strategy, please see the company’s website www.alleima.com.
Types of remuneration
The total remuneration package should be based on market terms, be competitive and reflect the individual’s performance and responsibilities as well as the group’s earnings trend. The remuneration may consist of fixed salary, variable remuneration, pension benefits and other benefits.
Fixed salary
The purpose of the fixed salary is to attract and retain senior executives with the right competence for the respective positions. The salary level should be determined by comparing the salary to similarly complex positions within a defined peer group, which may change over time.
Variable remuneration
Variable share-related remuneration
The company may offer long-term share-related or share price related remuneration. Such programs (including any cash-based incentive programs that may be offered as an alternative, when deemed appropriate) are adopted by the General Meeting and are therefore not covered by the guidelines.
Variable cash remuneration
The company may offer short- or long-term variable cash remuneration. The company may only offer long-term variable cash-based remuneration as a three-year program and during a year when the general meeting has not resolved to adopt a share or share price related program.
The long-term variable cash remuneration shall be a maximum of 75 percent of the fixed annual cash salary, paid during the program’s third and final year, for the President and CEO, and a maximum of 60 percent of the fixed annual cash salary, paid during the program’s third and final year, for other members of the group executive management. The fulfillment of objectives for awarding such remuneration shall be measured over a period of one to three years and paid out year four.
The short-term variable cash remuneration shall be a maximum of 70 percent of the fixed annual cash salary for the President and CEO and a maximum of 50 percent of the fixed annual cash salary for other members of the group executive management.
Any variable cash remuneration shall be conditional upon the fulfillment of defined and measurable criteria. These criteria shall aim at promoting the company’s business strategy and performance as well as its long-term interests, including its sustainability. At the beginning of each year, the criteria are proposed by the Remuneration Committee and approved by the Board of Directors; including key performance indicators (KPIs) and the target ranges deemed relevant for the upcoming measurement period.
The criteria may be financial, and non-financial, and shall always be related to business performance. At least 80 percent of the variable cash remuneration shall be linked to financial criteria.
The established KPIs shall be presented on the company’s website www.alleima.com. The extent to which the criteria for awarding variable cash remuneration have been fulfilled shall be determined when the measurement period has ended and will be published in the remuneration report the following year. For financial criteria, the evaluation shall be based on the latest financial information made public by the company.
Special arrangements
Provided that remuneration is only made on an individual basis, the company may offer one-off remuneration in specific cases for the purpose of recruiting or retaining senior executives.
The remuneration may not exceed an amount corresponding to 100 percent of the individual’s fixed annual salary including maximum variable cash remuneration.
Right to withhold or reclaim remuneration
Terms and conditions for variable remuneration shall be designed so that the Board of Directors (i) has the right to limit or refrain from payment of variable remuneration if exceptional economic circumstances prevail and such a measure is considered reasonable, and (ii) has the right to withhold or reclaim variable remuneration paid to an executive based on results that afterwards were found to have been misstated because of wrongdoing or malpractice (so called malus and clawback).
Pension benefits
Pension shall be paid in accordance with relevant national legislation, applicable collective agreements (or similar).
For senior executives based in Sweden, pension benefits are subject to the ITP plan (Industry and Trade Supplemental Pension). Accordingly, there are both premium-based (“defined contribution”) and benefits-based (“defined benefit”) pension undertakings, based on individual prerequisites and applicable regulations. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions (or similar) applicable to the executive.
In addition to ITP, Alleima may offer complementary pension benefits. Senior executives are offered disability pension and a defined contribution pension scheme with an Alleima approved insurance provider in accordance with the Alleima Procurement Procedure.
For senior executives residing outside Sweden, deviations may be made for pension benefits, if required by local law or established market practice.
Total pension premiums shall not amount to more than 37.5 percent of the fixed annual salary.
Other benefits
Other benefits may include, for example, life insurance, medical insurance and company car benefit. Such benefits may not amount to more than 5 percent of the fixed annual salary.
For senior executives in need of double accommodation: paid accommodation etc. may be added in line with Alleima’s regulations and such benefits may not amount to more than 20 percent of the fixed annual salary.
Termination of employment
Severance pay may be paid when employment is terminated by Alleima. The President and CEO and the other senior executives may have a period of notice of not more than 12 months, in combination with severance pay corresponding to 6–12 months fixed salary.
When employment is terminated by the senior executive, the notice period may not exceed six months and no severance pay shall be paid.
In case a senior executive is not entitled to severance pay, but is covered by a non-compete undertaking, the senior executive may instead be compensated for such a non-compete undertaking. Any remuneration paid as compensation for a non-compete undertaking shall not exceed 60 percent of the fixed salary at the time of notice of termination of the employment and shall not be paid for a longer period than 18 months. Fixed salary during the notice period together with any compensation for the non-compete undertaking shall not exceed an amount equivalent to the senior executive’s fixed salary for 24 months.
Consideration of remuneration to the company’s employees
When preparing the proposal for the guidelines, the employment conditions applied within the company as a whole have been used as a benchmark, following the principle that the remuneration packages of all Alleima employees should be based on the complexity of the position, performance and market practice. In general, the same combination of remuneration components such as fixed salary, variable remuneration, pension and other benefits are offered within Alleima.
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for senior executive remuneration.
The Remuneration Committee shall annually assess whether a revision of the guidelines is needed. The Board of Directors shall prepare a proposal for guidelines at least every fourth year and submit it to the General Meeting for decision. The guidelines shall be in force until new guidelines are adopted by the General Meeting.
The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for senior executive remuneration as well as the current remuneration structures and compensation levels in the company.
The members of the Remuneration Committee are independent of the company and its executive management. The President and CEO and the other senior executives do not participate in the Board of Directors’ processing of and resolutions regarding remuneration related matters to the extent that they are affected by such matters.
Decisions on remuneration to the President and CEO are taken by the Board of Directors, based on proposals from the Remuneration Committee, and decisions on remuneration to the other senior executives are taken by the Remuneration Committee.
Adjustments to local rules
Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account and to the extent possible, the overall purpose of these guidelines.
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.
_________________________________________________
For information concerning the current remuneration to senior executives, including ongoing long-term incentive programs, refer to note 3 in the company’s 2022 Annual Report and the company’s website.
Item 19 – Resolution on a long-term incentive program (LTI 2023)
Background
The Board of Directors considers that long-term incentive programs are of great importance to align the interests of the participants and the shareholders, for strengthening the Alleima Group’s ability to attract, retain and motivate qualified employees and for strengthening Alleima’s focus and objective to meet its long-term business goals. Accordingly, the Board of Directors proposes that the Annual General Meeting resolve on a long-term incentive program for senior executives and key employees for 2023 (“LTI 2023”) on the below terms and conditions.
General
LTI 2023 encompasses 30 senior executives and key contributors in the Alleima Group. The maximum number of Alleima shares that can be allocated pursuant to LTI 2023 is
550,500 shares, which corresponds to approximately 0.22 percent of the number of outstanding shares in Alleima.
In order to participate in LTI 2023 the employee is required to invest in Alleima shares at market price no later than June 30, 2023 (“Investment Shares”). In the event that the employee is not able to invest before this date due to being entered in an insider list (logbook) kept by Alleima, the Board of Directors shall be entitled to postpone the date of investment for such employee. The employee may within the scope of LTI 2023 invest up to an amount corresponding to eight (8) percent of the employee’s fixed annual salary before tax at the time of the investment.
Provided such acquisition of Investment Shares is made, participants of LTI 2023 will be entitled to allotment of Alleima shares, free of charge, after a period of three years on the terms and conditions set forth below.
Performance Shares
Each acquired Investment Share entitles participants to be allotted Alleima shares provided certain performance targets are met (“Performance Shares”). The maximum number of Performance Shares that may be allotted for each acquired Investment Share depends on the Participant’s program category as follows:
- 7.5 for the President and CEO,
- 6 for each additional member of the group executive management (currently 9 persons), and
- 4 for each senior manager or key contributor (20 persons).
Group executive management shall nominate the persons that are to be offered participation in LTI 2023 and will be included in the category “senior manager or key contributor”, based on position, qualification and individual performance. All nominations are to be approved by the President and CEO.
The number of Performance Shares that will finally be allotted to the participant for each acquired Investment Share is dependent on the development of the Alleima Group’s (i) adjusted earnings per share, excluding (a) metal price effects and (b) items affecting comparability (IAC) (“adjusted EPS”) and (ii) reduction of carbon dioxide (CO2). The two targets (adjusted EPS and CO2 emission) are weighted among themselves at 90 and 10 percent, respectively, of the total target fulfilment.
Prerequisites for allotment
The Board of Directors established the minimum and maximum level regarding adjusted EPS for 2023 in January 2023 and will establish the levels regarding adjusted EPS for the coming years in January 2024 and 2025. Target fulfilment is defined as change in adjusted EPS from one year to next year, expressed as a percentage, within a range with a minimum outcome and a maximum outcome. Target fulfilment of adjusted EPS is measured for each of the years 2023, 2024, 2025 separately, where each year represents a third of the target fulfilment, after which the outcomes are aggregated to calculate the total adjusted EPS target fulfilment.
For CO2 emission the minimum level is a reduction to 0.50 CO2 metric tons per rollable metric ton steel during the measurement period 2023 to 2025. The maximum level of fulfilment of the CO2 emissions reduction target requires a reduction to 0.44 metric tons of CO2 emissions per rollable metric ton steel from 2023 to 2025.
The levels of adjusted EPS required for allotment and the extent to which the established levels are attained will be disclosed in the 2025 Annual Report.
The allotment of Performance Shares requires continuous employment and that all Investment Shares be held during a period of three years from the acquisition of the Investment Shares (“Vesting Period”). The Board of Directors may in special cases grant exemptions from these requirements.
If the prerequisites for allotment set forth for LTI 2023 are met, allotment of Performance Shares will take place during 2026, and no later than June 30, 2026. The allotment will take place free of charge, subject to tax.
Adjustment of the number of Performance Shares etc.
Before the allotment of Performance Shares takes place, the Board of Directors shall consider whether the number of Performance Shares is reasonable taking into account the financial results and position of Alleima, the impact of larger acquisitions, divestments and other significant capital transactions, stock market conditions and other circumstances. If the Board of Directors deems that this is not the case, the Board of Directors shall reduce the number of Performance Shares to the lower number the Board of Directors finds appropriate or decide that no allotment should take place.
In the event of a bonus issue, split, rights issue and/or other similar events in Alleima, the Board of Directors shall be entitled to decide on the recalculation of the terms of LTI 2023.
An alternative cash-based incentive solution may be implemented for participants in countries where the acquisition of Investment Shares or allotment of Performance Shares is not appropriate, or if such solution is otherwise considered appropriate. Such alternative incentive solution shall to the extent practically possible be designed to correspond to the terms of LTI 2023. The President and CEO shall, in such an instance as described above and within the framework for LTI 2023 as set out by the General Meeting, be authorized to decide that certain persons who would otherwise have been offered participation in the share or share based program within LTI 2023, are to be offered participation in the alternative cash-based incentive solution instead.
The Board of Directors shall be responsible for the detailed design and administration of LTI 2023 based on the main terms set forth herein. The right to be allotted Performance Shares cannot be transferred and does not give the participant a right to compensation for dividend distributed during the Vesting Period with respect to the underlying shares.
Costs of LTI 2023 and hedging arrangements
The number of Alleima shares that will be needed for LTI 2023 will depend on the Alleima share price at investment and the participation rate. To secure an adequate number of shares, given the increased market volatility, a Alleima share price of SEK 40 has been used when calculating the maximum number of shares needed. Based on this share price the total cost of LTI 2023 is estimated at up to SEK 22.7 million. The costs have been calculated as the sum of personnel costs, including social security costs of SEK 5.2 million, and administration costs of approximately SEK 1.1 million for the program. Based on a share price of SEK 60 (which would result in fewer Alleima shares being needed) the total cost is estimated at up to SEK 24.7 million, of which SEK 5.7 million constitutes social security cost and approximately SEK 1.1 million constitutes administration costs. The costs for LTI 2023 will be allocated over the years 2023–2025.
Alleima intends to secure its commitment to deliver Alleima shares under LTI 2023 through a share swap agreement with a third party. The cost for such share swap is a one-time payment at approximately SEK 200,000, regardless of whether the calculation is based on a share price of SEK 40 or SEK 60, under the assumption that full allotment takes place and that all employees participate in the program and acquire the maximum amount of Alleima shares. This cost may, however, be off-set by the value of possible dividends.
Preparation of the proposal
The proposal has been prepared by the Board’s Remuneration Committee and has been discussed and resolved on by the Board of Directors. The President and CEO has not taken part in the Board of Directors’ discussion and resolution with respect to the proposal.
Majority requirement
The resolution regarding LTI 2023 requires a majority of more than half of the votes cast at the General Meeting.
Other
For a description of other long-term incentive programs within Alleima reference is made to note 3 in Alleima’s 2022 Annual Report and to the company’s website.
Item 20 – Authorization for the Board of Directors to resolve on acquisition of the company’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, for the period until the 2024 Annual General Meeting, resolve on acquisitions of the company’s own shares in accordance with the following conditions.
- Acquisitions shall take place on Nasdaq Stockholm.
- Acquisitions may only be made at a price per share within the price range (spread) applicable from time to time, meaning the spread between the highest purchase price and the lowest selling price prevailing and disseminated by Nasdaq Stockholm from time to time.
- The company may acquire a maximum number of shares so that the company’s holding at any time does not exceed 10 per cent of the total number of shares in the company.
- The authorization may be utilized on one or several occasions up to the 2024 Annual General Meeting.
The purpose of the authorization is to enable the Board of Directors to continuously adapt the company’s capital structure and thereby contribute to increased shareholder value.
In order for the resolution on authorization to be valid, it must be supported by shareholders representing at least two thirds of the votes cast as well as the shares represented at the Annual General Meeting.
Item 21 – Proposals from shareholder Eric Båve
Shareholder Eric Båve has proposed that the Annual General Meeting resolve:
21.1 to instruct the Board of Directors to decrease the chemical waste,
21.2 to instruct the Board of Directors to procure measure proposals to decrease the thermal waste by 50% by 2030, and
21.3 in next year’s year-end report, more clearly present the nature and extent of the chemical waste.
INFORMATION AT THE ANNUAL GENERAL MEETING
The Board of Directors and the President and CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, and circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation, or the company’s relation to other group companies.
DOCUMENTATION
The Nomination Committee’s proposals under items 2 and 12–16 and the Board of Directors’ proposals under items 3, 11 and 18–20 are included in their entirety in this notice. The Nomination Committee’s statement and the presentation of the proposed Board members are available on the company’s website, www.alleima.com. Accounting documents, the Board of Directors’ remuneration report, the auditor’s report, the auditor’s statement regarding the application of the guidelines for remuneration, and the Board of Directors’ statements pursuant to Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act are available at Alleima AB, Storgatan 2, Sandviken, Sweden, as well as on the company’s website, www.alleima.com. Copies of the documents will be sent without charge to those shareholders who so request and provide their address to the company.
SHARES AND VOTES
The total number of shares and votes in the company is 250,877,184.
PROCESSING OF PERSONAL DATA
Alleima AB, reg. no. 559224-1433, is the controller of the processing of personal data performed by the company or its service providers in connection with the Meeting. For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Sandviken, March 2023
ALLEIMA AB (PUBL)
The Board of Directors
Contact details
Emelie Alm, Head of Investor Relations
[email protected]
Phone: +46 (0) 79 060 87 17
Yvonne Edenholm, Press and Media Relations Manager
[email protected]
Phone: +46 (0) 72 145 23 42
About Alleima
Alleima AB, is a global manufacturer of high value-added products in advanced stainless steels and special alloys as well as solutions for industrial heating. Based on long-term customer partnerships and leading materials technology, we develop products for the most demanding applications and industries. Our offering includes products like seamless steel tubes for the energy, chemical and aerospace industries, precision strip steel for white goods compressors, air conditioners and knife applications, based on more than 900 active alloy recipes. It also includes ultra-fine wires for medical and micro-electronic devices, industrial electric heating technology and coated strip steel for fuel cell technology for cars, trucks, and hydrogen production. Our fully integrated value chain, from R&D to end-product, ensures industry-leading technology, quality, sustainability, and circularity. Alleima, with headquarter in Sandviken, Sweden and revenues of SEK 18.4 billion in 2022, has approximately 5,900 employees and customers in approximately 90 countries. Alleima was listed on Nasdaq Stockholm on August 31, 2022 under the ticker ‘ALLEI’. Learn more at www.alleima.com
