Notice to Billerud's annual general meeting 2023

The shareholders of Billerud Aktiebolag (“Billerud”) are hereby invited to the annual general meeting, to be held on Wednesday 24 May 2023 at 15.00 at 7A Posthuset, Vasagatan 28 in Stockholm, Sweden. Registration starts at 14.00.

The board has resolved, in accordance with § 10 in Billerud’ articles of association, that shareholders may perform their voting rights at the annual general meeting also through postal voting. 

Notice of attendance to the meeting shall be given no later than by Friday 19 May 2023 by submitting notice to attend or a postal vote, see below.

The notice document, including the board's and the nomination committee's complete proposals to the annual general meeting, is attached to this press release. The notice document is also available on Billerud's website www.billerud.com/about-us/corporate-governance/general-meetings/agm-2023.

The agenda items in brief

The board's proposed agenda for the annual general meeting, and the complete proposals are stated in this document. The proposed resolutions are, in brief, the following:

Annual report, dividend and discharge of liability

• The meeting shall adopt the annual report for 2022. The annual report is available on the company's website www.billerud.com/investors/financial-reports.
• The meeting shall resolve upon the disposition of the year's result. The board proposes a dividend of SEK 5.50 per share and an extraordinary dividend of SEK 2.00 per share (in total SEK 7.50 per share). The dividend is estimated to be paid out to the shareholders on Wednesday 31 May 2023.
• The meeting shall resolve whether or not to discharge the board and CEO of liability for 2022.

Election of board and auditor, as well as remuneration to the board and auditor

• The meeting shall elect the company's board. Current board members Florian Heiserer, Magnus Nicolin, Victoria Van Camp, Jan Svensson (chairman), and Jan Åström are proposed for re-election. In addition, Regi Aalstad is proposed as new member of the board. Bengt Hammar and Andrea Gisle Joosen are not available for re-election to the board at the annual general meeting 2023.
• The meeting shall resolve on remuneration to the board and auditor. The nomination committee proposes increased fees for the board work, and that the auditor's fee shall be paid in accordance with approved invoices.
• The meeting shall elect auditor. The nomination committee proposes that KPMG is re-elected as auditor for one more year. Hök Olov Forsberg will continue as the auditor-in-charge.

Remuneration report and performance based long-term share program for 2023

• The meeting shall resolve on approval of the remuneration report for 2022.
• The meeting shall resolve on the board's proposal to introduce a performance based long-term share program for 2023 for the CEO, other members of the Group Management Team (GMT members) and other key employees within Billerud. The proposed program has in all material respects the same structure as the share-based incentive program for 2021 and 2022, and is described in detail in the notice.

Authorisation for the board to resolve on repurchases of own shares

• The meeting shall resolve on the board’s proposal to authorise the board to resolve on repurchases of own shares up to a holding that corresponds to a maximum of 10 per cent of the total number of outstanding shares in the company, for the purpose of giving the board more options in its efforts to deliver long-term shareholder value and total return, as well as to secure delivery of shares to participants of the proposed share-based incentive program for 2023 and potential future share-based incentive programs.

Notification

Shareholders who wish to attend the annual general meeting must give notice of their attendance to the company no later than Friday 19 May 2023 and be recorded in the share register (maintained by Euroclear Sweden) on Monday 15 May 2023 (the so called “Record Date”). Notice may be submitted:

• by mail to Billerud AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, P.O box 191, SE-101 23 Stockholm, Sweden; or
• by telephone to +46 8402 90 62; or
• on http://anmalan.vpc.se/euroclearproxy.

The notification shall state the name and should in addition thereto state the personal/company registration number, address, telephone number and the number of any advisors (not more than two). Shareholders participating by proxy shall send proxy form, registration certificate or other incorporation documentation to the company to the address Billerud AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, P.O box 191, SE-101 23 Stockholm. A proxy form is available at the company's website www.billerud.com/about-us/corporate-governance/general-meetings/agm-2023. If the shareholder is a legal person a registration certificate or other authorisation documentation shall be attached to the form.

Shareholders who wish to use the possibility of postal voting in advance shall do this in accordance with the instructions under the headline “Postal voting” below.

Nominee-registered shares (voting rights registration)

Shareholders whose shares are nominee-registered must temporarily re-register the shares in their own name so that the shareholder is recorded in the share register as per Monday 15 May 2023. Such registration may be temporary (so-called voting rights registration), and is requested at the nominee, in accordance with the nominee's routines, at such time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Wednesday 17 May 2023 will be taken into account when preparing the general meeting share register.

Postal voting

A dedicated form shall be used for the postal vote. The form is available at Billerud's website, www.billerud.com/about-us/corporate-governance/general-meetings/agm-2023.

Additional instructions and conditions can be found in the postal voting form.

The completed and signed form must be received by Euroclear Sweden (administrating the forms on behalf of Billerud) no later than Friday 19 May 2023. The completed form shall be sent electronically either by signature with BankID in accordance with instructions on http://anmalan.vpc.se/euroclearproxy or by sending the completed and signed form by e-mail to [email protected]. The completed and signed form may also be sent by mail to Billerud Aktiebolag (publ), "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.

If the shareholder submits its postal vote by proxy, a power of attorney and authorisation documentation must be attached to the proxy form.

Proposed agenda for the annual general meeting 2023

1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Drawing up and approval of the voting list.
4. Election of one or two persons to verify the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Approval of the agenda.
7. Presentation by the CEO.
8. Presentation of the annual report and the auditors' report as well as the consolidated accounts and consolidated auditors' report for the 2022 financial year.
9. Resolution on

1. the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2022,
2. the disposition of the company's profits based on the adopted balance sheet for 2022 and the record date for the dividend, and
3. discharge of personal liability for board members and the CEO for their administration for the year 2022.

10. Presentation of the remuneration report for approval.
11. Resolution on number of board members to be elected by the meeting.
12. Resolution on remuneration for board members and committee work and on fees for auditors.
13. Election of board members:
    a) Florian Heiserer (re-election, proposed by the nomination committee),
    b) Jan Svensson (re-election, proposed by the nomination committee),
    c) Jan Åström (re-election, proposed by the nomination committee),
    d) Magnus Nicolin (re-election, proposed by the nomination committee),
    e) Victoria Van Camp (re-election, proposed by the nomination committee), and
    f) Regi Aalstad (new election, proposed by the nomination committee).
14. Election of chairman of the board.
15. Election of auditor.
16. The board's proposal regarding a performance based long-term share program for 2023, including resolutions to
    a) implement a performance based long-term share program for 2023, and
    b) transfer own shares to the participants.
17. The board’s proposal regarding resolution on authorisation for the board to resolve on repurchases of own shares.
18. Closing of the meeting

For further information, please contact:
Andreas Mattsson, General Counsel, +46 553 335 16