NOTICE OF ANNUAL GENERAL MEETING OF PROJEKTENGAGEMANG SWEDEN AB (PUBL)

The shareholders of Projektengagemang Sweden AB (publ), reg. no. 556330–2602, (”Projektengagemang” or ”Company”), are hereby given notice of the Annual General Meeting (“AGM”) on Thursday, 25 April 2024 at 16.00 pm in Helio GT30 Grev Ture (facility Turbine), Grev Turegatan 30 in Stockholm. Registration to the AGM will open at 15.30 pm.

 

The Board of Directors has decided that shareholders are entitled to also exercise their voting rights by post prior to the meeting, according to the description below.

 

Participation at the meeting

 

Shareholders who wish to attend the meeting must:

 

• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Wednesday, 17 April 2024, and
• give notice of attendance, including number of assistants (if any), to the Company in accordance with the instructions under “Notification of attendance in the meeting room” or cast a postal vote in accordance with the instructions under “Notification of participation by postal voting” no later than Friday, 19 April 2024.

 

To be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register on the record date on Wednesday, 17 April 2024 (so-called voting rights registration). Such registration may be temporary and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights that have been made by the nominee no later than Friday, 19 April 2024 will be taken into account in the shareholder register.

 

Notification of attendance in the meeting room

 

Shareholders who wish to attend the annual general meeting in the meeting room must notify the Company of this no later than Friday, 19 April 2024. Notification can be made in writing to Projektengagemang Sweden AB, Att: AGM, Box 22078, SE-104 22 Stockholm, Sweden, or by e-mail to [email protected], or by phone +46 10-516 07 15. When giving notice of attendance, please state name/company name, personal identity number/corporate identity number, address and telephone number.

 

Shareholders participating by proxy shall issue a written and dated power of attorney for the proxy. The power of attorney should, together with certificate of registration or equivalent authorization document (if applicable), be sent to the Company at the above postal address well in advance of the meeting. A proxy form is available on www.ir.pe.se. If participation takes place through a legal representative of a legal entity, a registration certificate or equivalent authorization document should, correspondingly, be submitted well in advance of the meeting.

 

Notification of participation by postal voting

 

A special form must be used for the postal vote. The form is available on www.ir.pe.se. The form for postal voting is valid as notification to the meeting.

 

Completed and signed form for postal voting can be sent by mail to Projektengagemang Sweden AB,
Att: AGM, Box 22078, SE-104 22 Stockholm, Sweden, or by e-mail to [email protected]. Completed and signed form must be received by the Company no later than Friday, 19 April 2024. 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 the shareholder votes by proxy, a written and dated power of attorney, signed by the shareholder, must be attached to the postal voting form, as well as other authorization documents. Proxy form is available on www.ir.pe.se.  If participation takes place through a legal representative of a legal entity, a registration certificate or equivalent authorization document should, correspondingly, be submitted well in advance of the meeting.

 

Shareholders who wish to attend in the meeting room in person or by proxy must notify the company in accordance with the instructions under “Notification of attendance in the meeting room”. A notification by casting a postal vote is therefore not sufficient for those who wish to attend the meeting room.

 

For information about the Company’s processing of personal data and your rights, please see www.ir.pe.se/en/corporate-governance/agm/.

 

Proposed agenda

 

1. Opening of the meeting.
2. Election of a Chairman of the meeting.
3. Election of two persons to verify the minutes.
4. Preparation and approval of voting register.
5. Approval of the agenda.
6. Determination of whether the meeting has been duly convened.
7. Presentation by the CEO.
8. Presentation of the annual report and auditor’s report, the consolidated financial statements and the auditor’s report on the consolidated financial statements, and the auditor’s statement on whether the guidelines for remuneration of senior executives have been followed.
9. Resolution on adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet.
10. Resolution concerning disposition of the Company’s result in accordance with the adopted balance sheet.
11. Resolution on discharge of the directors and CEO from liability.
12. Resolution on the number of directors to be elected by the meeting and the numbers of auditors and deputy auditors.
13. Determination of fees to the Board and the auditor.
14. Election of the directors and Chairman of the Board.
15. Election of auditor.
16. Presentation and approval of the Board’s remuneration report.
17. Resolution on guidelines for remuneration of senior executives.
18. Resolutions on (A) implementation of performance-based Share Savings Scheme 2024 (B) authorization of the Board of Directors to decide on acquisition and transfers of Class B shares in the Company and (C) resolution on transfer of Class B shares in the Company.
19. Resolution on authorization for the Board of Directors to decide on new issues of shares of Class B.
20. Closing of the meeting.

 

Proposals

 

Item 2 – Election of a Chairman of the meeting

 

The Nomination Committee of Projektengagemang ahead of the 2024 AGM consists of Per Göransson, the Chairman of the Nomination Committee, (Projektengagemang Holding AB, Heroine Holding AB and the shareholder Peter Sandberg), Dag Marius Nereng, (Protector Forsikring ASA), Erik Behm, (LK Finans AB), and Per-Arne Gustavsson, (Chairman of the Board).

 

The Nomination Committee proposes Chairman of the Board Per-Arne Gustavsson as Chairman of the meeting, or in his absence, any person appointed by the Nomination Committee.

 

Item 3 – Election of two persons to verify the minutes

 

Two persons representing shareholders will be proposed to verify the minutes together with the Chairman at the AGM.

 

Item 4 – Preparation and approval of voting register

 

The voting register proposed to be approved is the voting register prepared by Ramberg Advokater, based on the general meeting shareholder register, received notices of attendances and shareholders presented at the AGM, and received postal votes.

 

Item 10 – Disposition of the result

 

The Board of directors proposes that no dividend shall be paid for the fiscal year 2023.

 

Item 12 – Resolution on the number of directors and auditors and deputy auditors

 

The Nomination Committee proposes that:

 

• the Board of Directors shall have seven directors (unchanged), and
• the Company shall have a chartered accounting firm as its auditor and no deputy auditor (unchanged).

Item 13 – Determination of fees to the Board of Directors and the auditor

 

The Nomination Committee proposes that the following fees be paid to the Board of Directors and auditor:

 

• SEK 384,000 to the Chairman of the Board (unchanged) and SEK 192,000 to each of the other directors elected by a general meeting (unchanged),
• in addition to directors’ fees, SEK 88,000 to the Chairman of the Audit Committee and SEK 44,500 to each of the other members of the Audit Committee (unchanged) and SEK 44,500 to the Chairman of the Remuneration Committee and SEK 22,250 to each of the other members in the Remuneration Committee (unchanged), and
• that the auditor’s fees shall be paid in accordance with approved invoice.

 

Item 14 – Election of directors and Chairman of the Board

 

The Nomination Committee proposes:

 

• re-election of Lars Erik Blom, Per-Arne Gustavsson, Per Göransson, Carina Malmgren Heander, Christina Ragsten, Jon Risfelt and Peter Sandberg as directors, and
• re-election of Per-Arne Gustavsson as the Chairman of the Board.

 

Information on the persons proposed by the Nomination Committee as directors is available on the Company’s website, www.ir.pe.se.

 

Item 15 – Election of auditor

 

The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, re-election of accounting firm within PricewaterhouseCoopers, Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the 2025 AGM. Öhrlings PricewaterhouseCoopers has notified the Company that Camilla Samuelsson will be appointed as chief auditor if the AGM resolves in favour of the proposal.

 

Item 16 – Approval of the Board’s remuneration report

 

The Board of Directors proposes that the meeting approves the report prepared by the Board of Directors of remunerations.

 

Item 17 – Resolution on guidelines for remuneration of senior executives

 

The Board of Directors for Projektengagemang proposes that the 2024 AGM decides to adopt the following guidelines for remuneration of senior executives to apply until the 2028 AGM at the latest.

 

The proposal to the 2024 AGM is mainly in accordance with the guidelines adopted at the AGM 2020. The shareholders have not made any comments on the guidelines.

 

The guidelines cover the CEO, the Group Management and the other senior executives in Projektengagemang’s Management Team, and individual board members in the Company, to the extent employment or consulting agreements with them are concluded. For the composition of Group Management and the Management Team, see the Annual report. Only remuneration according to agreements concluded or changed after the guidelines have been approved by the AGM are covered.

 

The guidelines promotion of the Company’s business strategy, long-term interests and sustainability

What drives Projektengagemang is engaged employees who create value through qualified consulting services and solutions - not only for the Company's customers, but also for society in big, which provides social benefits in people's everyday lives. Through Projektengagemang’s vision to renew society through innovative and sustainable solutions in a constantly changing world, the Company has a responsibility to make a difference and is driven by the desire to renew and improve. This develops the Company's, its employees and the management's knowledge and expertise, which in the long run creates value for the Company's customers and society in big. A strong belief in entrepreneurship and each employee's personal impetus have been the foundation of the corporate culture with the desire to innovate and improve through a genuine commitment to the task, the customer, the end user and the society. See more about Projektengagemang's strategy, vision and goals on the Company's website, www.pe.se.

 

Successful implementation of Projektengagemang’s business strategy, long-term interests, and sustainability based on the desire to renew and improve assumes that Projektengagemang can recruit and retain qualified, driven and engaged employees with the right skills. In order to achieve this, Projektengagemang must be able to offer competitive total remuneration, which is the Board of Director’s assessment that these remuneration guidelines enable.

 

Remuneration forms

The CEO’s, Group Management’s and Management Team’s remuneration may include fixed base salary, variable remuneration, long-term incentive programme, pension and other benefits. The combined remuneration must be in line with the going rate in the market and be competitive and give the Company the possibility to recruit and retain senior executives in the Company to achieve its long-term and short-term targets and will support the business strategy and contribute to sustainability.

 

Fixed base salary

The fixed based salary for the CEO and other senior executives shall reflect the requirements and the responsibility the work implies, as well as the senior executives’ individual achievements. The fixed base salary for the CEO and other senior executives is revised annually. The senior executives do not receive compensation for board assignments in the Company's subsidiaries.

 

To the extent the directors performing other work for the Company or other companies in the Group, consultancy fees and / or other remuneration for such work may be paid after decision from the Board of Directors.

 

Variable remuneration (STI for senior executives)

In addition to the fixed base salary, variable cash remuneration can be provided. The variable remuneration shall depend on the fulfilment of defined and measurable criteria established by the Renumeration Committee as well as the Board of Directors, for a measurement period of one year, and be limited to maximum 75 percent of the annual fixed based salary for the CEO and CFO, and maximum 50 percent of the annual fixed based salary for the other members in the Group Management and the Group’s Management Team. The stated criteria are intended to promote the fulfilment of the Company’s/the Group’s short- and long-term targets, strategy, long-term development, value creation, sustainability and financial growth, as well as individual targets for the financial year, and must be defined and measurable, and designed so that they do not encourage excessive risk-taking.

 

The fulfilment of the criteria for payment of variable cash remuneration is evaluated annually by the Compensation Committee and resolved by the Board of Directors, whereby the terms for variable remuneration are designed so that the Board of Directors is allowed to limit or omit payment of variable remuneration if exceptional economic conditions prevail and such a measure is considered reasonable. The annual fixed based salary means fixed based, earned during the year, cash salary, excluding pension, supplements, benefits and similar, unless otherwise provided in the ITP plan applicable in each individual case.

 

Long-term incentive programme (LTI)

CEO and other senior executives and key persons can be offered long-term incentive programme which mainly shall be share based. The targets with the long-term incentive programme shall be to create a long-term commitment in the Company, to attract and retain appropriate senior executives and other key persons and to achieve an increased interest community between the participants and the shareholders.

 

Long-term share-based incentive programs are resolved by the AGM and the detailed terms and conditions for such programs are therefore proposed by the Board of Directors before any such AGM resolution. To the extent that long-term incentive programs are proposed to the AGM, they shall constitute a supplement to fixed based remuneration and variable salary for the senior executives who, through their expertise and their performance, contribute to a particularly high degree to the Company's/Group's performance-related goal achievement, business strategy, long-term interests and sustainability. Any share or share price related incentive programs must have a qualifying period of at least three years.

 

Pension

Ordinary retirement age is normally 65 years. As a general rule, pension benefits should be defined and amount to a maximum of 30 percent of the fixed base salary for the CEO, Group Management and other senior executives in the Management Team, unless there are other consequences in the individual case of the ITP plan. Only a fixed salary is occupational pension-based, unless otherwise stated in the individual case applicable ITP plan.

 

For senior executives outside Sweden, pension benefits may vary due to legislation or local market practice.

 

Other benefits and remuneration

Other remuneration may consist of other customary and market-related benefits, such as healthcare insurance, which shall not constitute a significant part of the total remuneration.

 

In addition, further remuneration under extraordinary circumstances may, on a case-by-case basis, upon decision from the Board of Directors, be agreed on an individual level with the purpose to promote the recruitment or prevent the loss of senior executives. Such extraordinary arrangements may include, for example, a one-time cash payment, but shall not exceed an amount corresponding to the fixed annual salary of the person concerned.

 

Termination notice and severance pay

Fixed base salary during the notice period and severance pay, including remuneration for any restriction of competition, shall not, in total, exceed an amount corresponding to the fixed base salary for two years for the CEO and twelve months for the Group Management and the other members of the Group’s Management Team.

 

Salary and employment conditions for employees

In the preparation of the Board of Director’s proposal for these remunerating 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 and increase and growth rate over time, in the Compensation Committee’s and the Board of Director’s basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

 

Departures from the guidelines

The Board of Directors may temporarily have the right to derogate from the guidelines adopted by the General Meeting, if there are special reasons for this in an individual case and derogation is necessary to serve the Company’s long term-interest, including sustainability, or assure its viability. Such deviations may occur upon a decision by the Board of Directors in the individual case, for example when hiring or retaining the CEO or other senior executives with regard to both fixed base salary, variable remuneration and pension terms, however, taking into account that the terms must be market-based and competitive. If such derogation occurs, the derogations shall be reported in the remuneration report for the next AGM.

 

Other

For further information on remuneration, see note 6 in the Annual report.

 

The decision-making process to determine, review and implement the guidelines

The Board of Directors has established a Compensation Committee. The committee's duties should primarily be to prepare the Board of Director’s decisions on matters regarding remuneration principles, remunerations and other terms of employment for Group Management and other senior executives. Furthermore, the Compensation Committee shall monitor and evaluate ongoing and completed programs for variable remuneration for Group Management and other senior executives in the Management Team during the year; monitor and evaluate the application of the guidelines for remuneration to senior executives that the AGM shall resolve upon according to the law at least every four years, as well as the applicable remuneration structures and remuneration levels in the Group. Remuneration to the CEO and principles for remuneration to the Group Management and other senior executives in the Management Team are decided by the Board of Directors. Remuneration to other senior executives is decided by the Compensation Committee within the framework established by the Board of Directors and the AGM. The members of the Compensation Committee are independent in relation to the Company and Group Management, unless a deviation from the Swedish Code of Corporate Governance is applied in any individual case. In the Compensation Committee's and the Board of Director’s processing of remuneration issues, the CEO or other members of Group Management or the Group’s Management Team do not attend to the extent that they are affected by the issues.

 

Item 18 – Resolutions on (A) implementation of performance-based Share Savings Scheme 2024
(B) authorization of the Board of Directors to decide on acquisition and transfers of Class B shares in the Company and (C) transfer of Class B shares in the Company

 

Background

The Company’s continued growth and profitability depend, among other things, on the Company's ability to retain and recruit key employees. The Board of Directors considers that by introducing a long-term share-based incentive program, it is possible to further motivate the Company's key employees and strengthen the Company's ability to retain and recruit key employees. The Board of Directors also believes that it is important and in the interests of the shareholders that key employees in the Group have a long-term interest in a good value development of the share in the Company. Considering this background, the Board of Directors proposes that the AGM of the Company resolves a performance-based share savings scheme for senior executives in the Group, according to section A below (“Share Savings Scheme 2024”). The structure of the Share Savings Scheme 2024 is largely in line with the Share Savings Scheme 2023 resolved by the 2023 AGM. The main changes in the Share Savings Scheme 2024 concern the performance criteria and the scope of the program. The program is reduced to only include the group management and the management team, the matching share is converted to performance share and the total number of possible performance shares is slightly reduced.

 

The Board of Directors further proposes that the Board of Directors shall be authorized to acquire a maximum of 590,000 Class B shares in the Company in order to enable the implementation of the Share Savings Scheme 2024 and to transfer Class B shares in the Company on Nasdaq Stockholm to cover costs (including social security costs) and delivery connected with the implementation of both the Company's Share Savings Scheme 2024, as well as 2023, 2022 and 2021. The Company holds 501,535 own Class B shares that were acquired in 2022. The authorizations from 2023, 2022 and 2021 AGM for the Board of Directors to transfer own shares to cover costs and enable the implementation of the Share Savings Scheme 2023, 2022 and 2021 has not been used.

 

The Board of Directors also proposes that the Company shall transfer a maximum of 450,000 Class B shares in the Company to participants in the Share Savings Scheme 2024.

 

(A) Implementation of performance-based Share Savings Scheme 2024

The Board of Directors proposes that the AGM of the Company decide on the implementation of a Share Savings Scheme 2024, comprising a maximum of 450,000 Class B shares in the Company under the following main conditions: Approximately 10 senior executives in the group management and the management team will be offered participation in the Share Savings Scheme 2024.

 

Participation in the Share Savings Scheme 2024 requires that participants with their own funds invest in/acquire Class B shares in the Company ("Savings Shares") at market price on Nasdaq Stockholm for an amount corresponding to a maximum of 5 percent to 12 percent ​​of the respective participant's annual fixed base salary for 2024 ("Basic Salary") divided by the volume-weighted average price paid for the Company's Class B share on Nasdaq Stockholm for a period of ten trading days immediately following the 2024 AGM, up to a maximum of 140,000 Savings Shares. The investment must be made no later than 31 July 2024, unless the Board of Directors decides to postpone this date due to the fact that the participant is prevented from acquiring shares. Additional persons who have been recruited but have not yet started their employment in the Company when the application to participate in the scheme is to be made at the latest, may be offered participation conditional on the employment being started. If the Savings Shares are retained during the three-year vesting period, which runs from 1 August 2024 (the "Vesting Period") and, with certain limited exceptions, that the participant remains employed by the Group during the entire Vesting Period, then each Savings Share entitles to receive, free of charge, three to four Class B shares in the Company ("Performance Shares”). This assuming that the performance requirements, calculated on an annual basis as of 1 August 2024 during the three-year vesting period, stated in the table below are met. Possible allocation is 1/3 Performance Shares per year as according to the following:

-          Incoming CEO (if recruited) and CFO (one or two persons) may acquire Savings Shares for an amount corresponding to a maximum of 12 percent of their respective Basic Salary and may receive a maximum of four Performance Shares for each held Savings Share.

-          Business area managers (six persons) may acquire Savings Shares for an amount corresponding to a maximum of 7 percent of their respective Basic Salary and may receive a maximum of three Performance Shares for each held Savings Share.

-          Business support managers (two persons) may acquire Savings Shares for an amount corresponding to a maximum of 5 percent of their respective Basic Salary and may receive a maximum of three Performance Shares for each held Savings Share.

 

The allocation of Performance Shares is dependent on EBITA percent, EPS[1] in absolute numbers and a selected ESG[2] metric calculated on an annual basis from 1 August 2024 under the three years Vesting period (annual measurement) as follows:

 

 

EBITA % during a one-year period from 1 August 2024	Outcome shares %, i.a. percentage of number of Performance Shares (related to EBITA%) allocated	EPS YEAR 1 Absolute number in SEK, during the measurement period	EPS YEAR 2 Absolute number in SEK, during the measurement period	EPS YEAR 3 Absolute number in SEK, during the measurement period	Outcome shares %, i.a. percentage of number of Performance Shares (related to EPS resp year) allocated	ESG %, i.a. reduction of CO₂ during the measurement period	Utfall aktier % i.a. percentage of number of Performance Shares (related to ESG%) allocated
<5,99	0	1,2	2,2	2,5	25	CO₂ 10% reduction per year = YES	10
6	25	1,3	2,3	2,6	29
7	30	1,4	2,4	2,7	33
8	35	1,5	2,5	2,8	37	CO₂ 10% reduction per year = NO	0
9	40	1,6	2,6	2,9	41
≥10	45	1,7	2,7	3,0	45

 

Any allocation of Performance Shares shall normally be made no later than 30 days after the end of the Vesting Period with a possible allocation of 1/3 Performance Shares per year.

 

The right to Performance Shares cannot be transferred or pledged.

 

Participants will not be compensated for dividends paid on shares to which Performance Shares entitle.

 

In the event of a change of control of the Company, allotment takes place with a reduced number of Performance Shares on basis of a factor equal to the number of days that remains of the Vesting Period at the time of Change in Control.

 

The number of Performance Shares may be recalculated in the event of a bonus issue, share split, reverse share split, preferential rights issue and/or similar events.

 

Before the allotment of Performance Shares is finally determined, the Board of Directors shall assess whether the allocation is reasonable in relation to the Company's financial results and position, conditions in the stock market and other circumstances. If the Board of Directors considers that this is not the case, the Board of Directors shall reduce the number of Performance Shares to be allocated to the lower number of shares that the Board of Directors deems appropriate.

 

Participation in the Share Savings Scheme 2024 presupposes that such participation can legally take place, and that such participation can, according to the Board of Directors' assessment, take place with reasonable administrative costs and financial contributions.

 

The Board of Directors shall be responsible for the detailed design and management of the Share Savings Scheme 2024 within the framework of the above-mentioned main conditions and also have the right to make the minor adjustments to these terms and conditions that may be called upon as a result of legal or administrative circumstances. The Board of Directors shall in addition have the right to make adjustments and deviations from the conditions due to local regulations and applicable market practice.

 

Scope and costs for Share Savings Scheme 2024

The maximum number of Class B shares in the Company that can be allocated according to the Share Savings Scheme 2024 shall be limited to 450,000 shares, which corresponds to approximately 1.8 percent of all shares and approximately 0.6 percent of all votes in the Company. The number of Class B shares may be subject to recalculation in the event of a bonus issue, share split, reverse share split, preferential rights issue and/or similar events. Including the 140,000 Class B shares that can be transferred to secure, from a cash flow perspective, certain payments, mainly social security contributions, related to the Share Savings Scheme 2024, the scheme comprises a maximum of 590,000 Class B shares, which corresponds to approximately 2.4 percent of all shares and approximately 0.8 percent of all votes in the Company.

 

The Share Savings Scheme 2024 will result in the value of Performance Shares being recorded as personnel costs in the income statement over the Vesting Period in accordance with IFRS 2 Share-based Payments. Social contributions will be expensed against the income statement according to UFR 7 during the Vesting Period. The size of these costs will be calculated based on the Company's share price development during the Vesting Period and the allocation of Matching- and Performance Shares. Based on a share price at the final allocation of SEK 15, that the maximum allocation of Performance Shares takes place, an estimated staff turnover of zero percent per year and that all participants make an investment up to the maximum amount and expected dividend during the period, the total cost is estimated to MSEK 6.8 excluding social security charges. The costs for outgoing social contributions, assuming an annual share price increase of 18.6 percent and an annual EBITA margin of over ten percent, ahead, up to the time of allocation, are estimated to amount to a maximum of approximately MSEK 2.1. The costs should be seen in relation to the Company's total costs for salaries and remuneration, which for 2024 are estimated to amount to MSEK 650 including social security contributions. Based on the above assumptions the costs for the Share Savings Scheme 2024, including social security contributions, amounts to approximately one percent of the Company´s total costs for salaries and remuneration.

 

Hedging measures

In order to implement the Share Savings Scheme 2024, the Board of Directors proposes that the AGM resolves to authorize the Board of Directors to acquire and transfer Class B shares in the Company and decide on the transfer of Class B shares in the Company in order to ensure the Company's obligation to deliver Class B shares to participants in the scheme and secure the cash flow of certain payments related to the Share Savings Scheme 2024 (mainly social security contributions). Detailed terms for the Board of Directors’ proposal are set out in points B and C below.

 

As an alternative to the measures in points B and C below, the Company may, if deemed appropriate by the Board of Director´s, enter into one or more so-called stock swap agreements on market terms with third parties to secure the financial exposure that Share Savings Scheme 2024 is expected to entail, whereby the third party in its own name shall be able to acquire and transfer shares of Class B in the Company in accordance with the Share Savings Scheme 2024.

 

Preparation of the proposal

The Share Savings Scheme 2024 has been prepared by the Remuneration Committee in consultation with the Board of Directors. The proposal has been adopted by the Board of Directors.

 

Other share-related incentive programs in the Company

There are already three outstanding share-related incentive programs in the Company. During 2023 Share Savings Scheme 2020 ended. For description of Share Savings Scheme 2021, resolved by the 2021 AGM, see page 52 in the 2021 Annual report, Share Savings Scheme 2022, resolved by the 2022 AGM, see pages 79, 84-85 in the 2022 Annual report, and Share Savings Scheme 2023, resolved by the 2023 AGM, see page 84-85 in the 2023 Annual report available on the Company’s website, www.ir.pe.se, on the 4 April 2024 at the latest.

 

B) Authorizing the Board of Directors to resolve on acquisitions and transfer of Class B shares in the Company

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors, during the period until to the next AGM, on one or more occasions, to resolve to execute the acquisition of Class B shares in the Company as follows:

-          Acquisitions may be made of a maximum of 590,000 Class B shares.

-          Acquisition of Class B shares shall take place on Nasdaq Stockholm and at a price per Class B share at each time within the registered price interval, whereby the interval is between the current applicable highest bid price and the lowest selling price.

-          Payment for Class B Shares shall be paid in cash.

-          Purchase may be made to secure the Company's undertakings (including social costs) due to (i) the Share Savings Scheme 2024, provided that the AGM first resolved on Share Savings Scheme 2024 in accordance with paragraph A above, and (ii) other share-based incentive programs adopted by a general Meeting at each time.
 

The Board of Directors further proposes that the AGM authorizes the Board of Directors, during the period during the period 26 April 2024 to the next AGM, on one or more occasions, to decide to transfer a maximum of 240,000 Class B shares in the Company to enable hedging of costs (including social security costs) and delivery in connection with the implementation of the Company's (i) Share Savings Scheme 2024, provided that the AGM first resolved on Share Savings Scheme 2024 in accordance with paragraph A above, and (ii) other share-based incentive programs adopted by a general meeting at each time. Transfer of Class B shares shall take place on Nasdaq Stockholm and at a price per share of Class B at each time within the registered price interval, whereby the interval is between the current applicable highest bid price and the lowest selling price. Transfer of shares may also take place outside Nasdaq Stockholm to a bank or other financial institution, with deviation from the shareholders' preferential rights. Such transfer may take place at a price corresponding to the market price at the time of the transfer, with such market deviation as the Board of Directors finds appropriate. The number of Class B shares that may be transferred according to this authorization may be recalculated as a result of an intermediate bonus issue, split, rights issue and/or other similar events.

 

(C) Resolution on transfer of own Class B shares in the Company

To be able to deliver Performance Shares in accordance with the Share Savings Scheme 2024 the Board of Directors proposes that, provided that the AGM first resolved on Share Savings Scheme 2024 in accordance with item A above, the AGM resolves on the transfer of Class B shares in the Company as follows.

-          A maximum of 450,000 Class B shares in the Company may be transferred (or the higher number of Class B shares that may result from recalculation as a result of bonus issue, split, rights issue and/or other similar events).

-          Class B shares may be transferred to participants in the Share Savings Scheme 2024 which, according to the terms of the Share Savings Scheme 2024, are entitled to receive Class B shares.

-          Transfer of Class B shares shall take place at the time and according to the conditions that participants in the Share Savings Scheme 2024 are entitled to receive allotment of Class B shares.

 

The reason for the deviation from the shareholders' preferential rights is that the transfer of Class B shares constitutes a part of the implementation of the Share Savings Scheme 2024. Therefore, the Board of Directors considers it an advantage for the Company to transfer Class B shares according to the proposal.

 

Special majority requirements

The Board of Directors’ proposal for the introduction of a performance-based Share Savings Scheme 2024 in accordance with section 18 A above requires that more than half of the votes cast at the AGM approve the proposal.

 

The Board of Directors’ proposal to authorize the Board to acquire and transfer Class B shares in the Company in accordance with section 18 B above requires that at least two-thirds of both the votes cast and the shares represented at the AGM approve the proposal.

 

The Board of Director’s proposal for the transfer of Class B shares in the Company according to section 18 C above requires that at least nine tenths of both the votes cast and the shares represented at the AGM approve the proposal.

 

Item 19 – Authorization of the Board of Directors to decide on new issues of Class B shares

 

The Board of Directors proposes that the AGM resolve in favour of authorizing the Board of Directors to, with or without deviation from the shareholders’ preferential right to, on one or more occasions during the time until the next AGM, decide on new issues of Class B shares in the Company. The authorization includes shares of Class B corresponding to a maximum of ten (10) percent of the total number of issued Class B shares in the Company. The newly issued shares shall be eligible for subscription in cash, in kind, with right of set-off or under conditions referred to in chapter 2 section 5 of the Swedish Companies Act.

 

The reason for deviation from the pre-emption right is that the Company shall be able to issue shares as liquidity in connection with agreements on company acquisitions, or to acquire capital for such acquisitions. The issue price shall be determined in accordance with prevailing market conditions.

 

The Board of Directors, the CEO or anyone appointed by them shall have the right to make minor adjustments to the above-mentioned decisions which may prove necessary in connection with registration with the Swedish Companies Registration Office.

 

Resolution under this item is valid only if supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.

 

Documents

 

The Board of Directors’ and Nomination Committee’s proposals and other documents that are to be kept on hand pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code are kept available at the Company, at Hantverkargatan 25 A, Stockholm, and on www.ir.pe.se, no later than three weeks before the AGM. The documents will be sent to shareholders who so request and provide their e-mail or postal address. Such request may be done by e-mail to [email protected].

 

Shares and votes

 

The total number of shares in the Company on the day this notice was issued was 24,555,677, of which 5,286,624 shares of Class A with 10 votes each, and 19,269,053 shares of Class B with one vote each, corresponding to a total of 72,135,293 votes. As of this day, the Company holds 501,535 own B-shares, in total corresponding to 501,535 votes, which cannot be represented at the AGM.

 

Shareholders’ right to request information

 

The Board of Directors and CEO shall, if any shareholder so requests and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide information regarding circumstances that affect the assessment of an item on the agenda, conditions that may affect the assessment of the Company’s or a subsidiary’s financial situation, and the Company’s relationship to other group companies.

 

______________________

 

Stockholm, March 2024

Projektengagemang Sweden AB (publ)

The Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This is a translation of the Swedish original wording. In case of discrepancies, the Swedish version shall prevail.