Invitation to Annual General Meeting 2022
The shareholders of L E Lundbergföretagen AB (publ) are hereby invited to the Annual General Meeting at Grand Hôtel, Vinterträdgården, Stallgatan 6, Stockholm, at 2:00 p.m. on Wednesday April 5, 2023
REGISTRATION AND VOTING
To be entitled to participate in the business of the Annual General Meeting, shareholders shall be registered in the share register maintained by Euroclear Sweden AB on Tuesday March 28, 2023 and notify their intention to attend the Annual General Meeting, not later than, Thursday March 30, 2023.
Notification should be made:
- by the companys website www.lundbergforetagen.se
- by e-mail to [email protected] and the Company will confirm by e-mail that it has received notification.
- by telephone +46 11 21 65 00
- by post to the following address: L E Lundbergföretagen AB, SE-601 85 Norrköping, Sweden
Notification should include name, address, telephone number, personal identification number/corporate registration number, number of shares and number of advisors. If participation is to be based on proxy, the power-of-attorney authorizing should be sent together with the notification of attendance. The original power-of-attorney, registration certificate and other authorizing documents must be shown at the Annual General Meeting.
A form for notifying power of attorney is available from the Company and on its website, www.lundbergforetagen.se.
Shareholders whose shares are held in the name of a trustee, via the Trust Department of a bank or firm of stockbrokers, must temporarily re-register the shares in their own name to be entitled to participate in the Meeting. Such registration must be completed no later than Thursday March 30, 2023. This means that shareholders must notify the trustee of the need for re-registration in ample time prior to this date.
PROPOSED 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 officers to verify the minutes.
5. Approval of the agenda.
6. Determination of whether the Meeting has been duly convened.
7. The Address by the President.
8. Presentation of
a) the annual report and the auditors’ report, and the consolidated accounts and auditors’ report on the consolidated accounts
b) the auditor’s statement on the level of compliance with the principles for remuneration of senior executives applicable since the preceding
Annual General Meeting.
9. Motions concerning
a) adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet
b) discharge of the Board of Directors and the President from personal liability
c) the disposition to be made of the Company’s profit or loss as shown in the balance sheet adopted by the Meeting.
10. Determination of the number of members of the Board and deputies to be elected by the Annual General Meeting.
11. Determination of the fees to be paid to the Board members and auditors.
12. Information regarding the nominated Board member’s assignments in other companies and the election of members of the Board, deputy
Board members and Chairman of the Board.
13. Election of auditors and deputy auditors.
14. Decision regarding approval of remuneration report.
15. Decision regarding authorizing the Board to acquire shares in the company.
16. Closure of the Meeting.
ELECTION OF CHAIRMAN OF THE MEETING
(item 2 of the agenda)
Shareholders representing slightly more than 90% of the voting rights propose that Chairman of the Board Mats Guldbrand be elected Chairman of the Meeting.
DIVIDEND
(item 9c of the agenda)
The Board proposes that the Annual General Meeting resolve on payment of a dividend of SEK 4.00 per share.
The Board proposes Tuesday April 11, 2023 as the record day. If the Meeting votes in favor of the motion, the dividend is expected to be issued by Euroclear Sweden AB on Friday April 14, 2023.
ELECTION OF MEMBERS OF THE BOARD, CHAIRMAN OF THE BOARD, AUDITORS AND DETERMINATION OF FEES
(items 10, 11, 12 and 13 of the agenda)
Shareholders representing slightly more than 90% of the voting rights propose the election of the following parties to the Board of Directors.
The number of members of the Board of Directors shall be nine without deputies. It is proposed that Carl Bennet, Louise Lindh, Fredrik Lundberg, Katarina Martinson, Sten Peterson, Lars Pettersson and Bo Selling be re-elected as Board members and that Sofia Frändberg and Krister Mattsson will be elected as new board members. Bo Selling is proposed as new chairman after Mats Guldbrand, who has declined re-election.
Sofia Frändberg, 58 years old, Bachelor of Laws, has for the past 10 years been chief legal officer and a member of the group management within the Volvo Group. During this period, she has also been secretary on AB Volvo's board, audit committee and nomination committee. At the turn of the year, she moved to a role as a senior leader within the Volvo Group with responsibility for, among other things, the work of the board at Volvo Penta.
Krister Mattsson, 66, has been active within the Ingka group, formerly the IKEA group, for 34 years. He has held a number of senior positions and was most recently CEO of Ingka Investments, the investment organization within the Ingka group and a member of the group's group management. Krister Mattsson is a board member of Ingka Foundation (owner of Ingka group), Imas Foundation and IKEA Foundation.
Rule 4.1 of the Swedish Corporate Governance Code has been applied as the company’s diversity policy, which entails that the Board of Directors is to have a composition appropriate to the company’s operations, phase of development and other relevant circumstances, that the Board members elected by the Annual General Meeting are to exhibit diversity and a breadth of qualifications, experience and background, and that the company is to strive to achieve a balanced gender distribution.
Director fees will be paid in a total amount of SEK 3,500,000, of which SEK 1,050,000 will be paid to the Chairman of the Board and SEK 350,000 to each of the other Members of the Board elected by the Annual General Meeting, except for the President.
The Board propose that the company have a registered public accounting firm as its auditor, that the accounting firm PricewaterhouseCoopersAB be re-elected as the new auditor for a period of one year, meaning for the period ending with the Annual General Meeting 2024, and that auditor fees be paid on current account. Shareholders representing just over 90% of the voting rights have informed the company that they support the Board’s proposal.
THE BOARD OF DIRECTORS’ MOTION CONCERNING GUIDELINES FOR REMUNERATION OF SENIOR EXECUTIVES
(item 14 of the agenda)
The Board proposes that the Meeting resolves to approve the Board’s report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
THE BOARD OF DIRECTORS’ MOTION CONCERNING AUTHORIZATION OF THE BOARD TO ACQUIRE TREASURY SHARES IN THE COMPANY
(item 15 of the agenda)
The Board of Directors’ motion entails that the Board be authorized during the period up to the close of the following Annual General Meeting to acquire Series B treasury shares subject to the restriction that the holding may not at any time exceed 10% of all of the shares in the Company. Such share acquisitions must take place on NASDAQ Stockholm at the share price applicable on the acquisition date. The aim of any buy-backs will be to enable to the Board to adjust the Company’s capital structure during the period up to the next Annual General Meeting.
In order for this resolution to be valid, it must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
AVAILABLE DOCUMENTATION
The annual report, auditors’ report and the auditors’ statement concerning compliance with the principles for the remuneration of senior executives, the Board’s complete motions under items 14 and 15, and the Board’s reasoned statement for motions under items 9c and 15 will be available from the Company and on the Company’s website www.lundbergforetagen.se not later than Wednesday March 8, 2023.
These documents will be sent to shareholders who contact the Company and state their address and will also be available at the Annual General Meeting.
INFORMATION ON THE ANNUAL GENERAL MEETING
The Board of Directors and the President shall, should any shareholder so request and provided that the Board is of the opinion that this can occur without significant damage to the company, provide disclosures regarding conditions that could impact upon the evaluation of a motion on the agenda, conditions that could impact on the evaluation of the company’s or a subsidiary’s financial situation, and the company’s relationship to other Group companies.
TOTAL NUMBER OF SHARES
The total number of shares in the Company is 248,000,000, of which 96,000,000 are Series A shares and 152,000,000 are Series B shares. Series A shares carry ten votes and Series B shares carry one vote. The total number of voting rights in the Company is 1,112,000,000. No shares are held in treasury by the Company.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the Annual General Meeting, visit https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
L E Lundbergföretagen Aktiebolag (publ) (corporate registration number 556056-8817, with registered office in the municipality of Stockholm) is the controller of the processing of personal data in connection with the Annual General Meeting.
Stockholm, February 2023
BOARD OF DIRECTORS
