Notice to Billerud's annual general meeting 2025

The shareholders of Billerud Aktiebolag (publ), reg.no. 556025-5001 ("Billerud" or the "company") are hereby invited to the 2025 annual general meeting, to be held on Tuesday 20 May 2025 at 15.00 CEST at 7A Posthuset, Vasagatan 28 in Stockholm, Sweden. Registration starts at 14.00 CEST. 

The board has resolved that shareholders also shall be able to exercise their voting rights at the annual general meeting through postal voting in advance. 
 

Notice of participation at the meeting shall be given no later than by Wednesday 14 May 2025 by submission of a notice of participation or postal vote, see below.

The notice to the annual general meeting, 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.

Agenda items in brief

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

Annual report, dividend and discharge of liability
•    The meeting is to resolve on the adoption of the annual report for 2024. The annual report is available at the company's website at www.billerud.com/investors/financial-reports. 
•    The meeting shall resolve upon the distribution of the year's result. The board proposes a dividend of SEK 3.50 per share. The dividend is estimated to be paid out to the shareholders on Tuesday 27 May 2025. 
•    The meeting shall resolve whether or not to discharge the board and CEO from liability for the 2024 financial year.

Election of board and auditor, as well as remuneration to the board and auditor
•    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 the company's board of directors. Current board members Regi Aalstad, Andreas Blaschke, Florian Heiserer, Magnus Nicolin, Jan Svensson (chairman), and Victoria Van Camp are proposed for re-election. In addition, Gunilla Saltin is proposed as new member of the board. 
•    The meeting shall elect auditor. The nomination committee proposes that KPMG is re-elected as auditor for one more year, in which case Hök Olov Forsberg will continue as the auditor-in-charge.

Remuneration and performance based long-term share program for 2025
•    The meeting is to resolve on the approval of the remuneration report for 2024.
•    The meeting shall resolve on the board's proposal to introduce a performance based long-term share program for 2025 for the CEO, other members of the Group Management Team (GMT members) and other key employees within Billerud. The proposed share program is different from the share programs for 2022-2024, in terms of, inter alia, performance conditions and investment in savings shares as well as allotment of share rights, where Share Program 2025 has a similar structure as Billerud's previous share programs. The structure of Share Program 2025 is described in detail in the notice.

Amendment of the articles of association
•    The meeting shall resolve on the board's proposal to amend the articles of association so that the board may resolve that persons not being shareholders in Billerud shall, on the conditions stipulated by the board, be allowed to attend or in any other way follow the discussions at a general meeting. In addition, certain accompanying editorial adjustments are proposed as described in the notice.

Authorization for the board to resolve on repurchases of own shares
•    The meeting shall resolve on the board's proposal to authorize the board to resolve on repurchases of own shares up to a holding that corresponds to a maximum of 10 percent 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 2025 and potential future share-based incentive programs.

Right to participate and registration

Participation at the meeting venue
Shareholders who wish to participate in the annual general meeting at the meeting venue, in person or by proxy, must:
•    be recorded as a shareholder in the presentation of the share register (maintained by Euroclear Sweden) concerning the circumstances on Monday 12 May 2025 (the so called "Record Date"); and 
•    give notice of participation no later than Wednesday 14 May 2025, in accordance with the instructions below.

Notice of participation may be submitted either: 
•    by mail to Billerud AB (publ), "Annual General Meeting 2025", c/o Euroclear Sweden AB, P.O box 191, SE-101 23 Stockholm, Sweden; or
•    by telephone to +46 (0)8-402 90 62; or 
•    on https://anmalan.vpc.se/EuroclearProxy. 

Shareholders shall in their notice of participation state their name, personal identification number or company registration number, address, phone number and advisors (not more than two), if applicable. 

If the shareholder is represented by proxy at the meeting venue, a written and dated power of attorney, as well as, for legal entities, a registration certificate or other corresponding documentation, should be sent to the company to the address Billerud AB (publ), "Annual General Meeting 2025", c/o Euroclear Sweden AB, P.O box 191, SE-101 23 Stockholm, Sweden, well before the meeting. A template proxy form is available at the company's website at www.billerud.com/about-us/corporate-governance/general-meetings. 

Participation through postal voting 
Shareholders who wish to participate in the annual general meeting by postal voting, in person or by proxy, must:
•    be recorded as a shareholder in the presentation of the share register (maintained by Euroclear Sweden) concerning the circumstances on Monday 12 May 2025 (the so called "Record Date"); and 
•    give notice of their participation no later than Wednesday 14 May 2025 by casting their postal vote so that it is received by Euroclear Sweden (administrating the forms on behalf of Billerud) no later than that day.

A dedicated form shall be used for postal voting. The form is available at Billerud's website www.billerud.com/about-us/corporate-governance/general-meetings. The completed form can be submitted electronically, either through BankID verification via Euroclear Sweden's website in accordance with instructions on https://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 2025", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. 

If the shareholder submits its postal vote by proxy, a written and dated power of attorney shall be enclosed with the postal voting form. A template proxy form is available at the company's website www.billerud.com/about-us/corporate-governance/general-meetings. If the shareholder is a legal entity, a registration certificate or a corresponding document for the legal entity shall be enclosed with the postal voting form. Further instructions can be found on the postal voting form and on Euroclear Sweden's website at https://anmalan.vpc.se/euroclearproxy.

Please note that shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation in accordance with the instructions under the heading "Participation at the meeting venue" above. This means that a notice of participation only through postal voting is not sufficient for shareholders who wish to attend the meeting venue.

Nominee-registered shares (voting rights registration)
In order to be entitled to participate in the annual general meeting, shareholders whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Monday 12 May 2025. Such registration may be temporary (so-called voting rights registration), and is requested from the nominee in accordance with the nominee's routines, and at such time in advance as determined by the nominee. Voting rights registrations that have been effectuated by the nominee no later than Wednesday 14 May 2025 will be taken into account in the presentation of the share register for the annual general meeting.

Proposed agenda for the annual general meeting 2025

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 2024 financial year.

9. Resolution on
(a) the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2024,
(b) the distribution of the company's profits based on the adopted balance sheet for 2024 and the record date for the dividend, and
(c) discharge of personal liability for board members and the CEO for the year 2024.

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) Regi Aalstad (re-election, proposed by the nomination committee),
(b) Andreas Blaschke (re-election, proposed by the nomination committee),
(c) Florian Heiserer (re-election, proposed by the nomination committee),
(d) Magnus Nicolin (re-election, proposed by the nomination committee),
(e) Jan Svensson (re-election, proposed by the nomination committee),
(f) Victoria Van Camp (re-election, proposed by the nomination committee), and
(g) Gunilla Saltin (new election, proposed by the nomination committee).

14. Election of chairman of the board.

15. Election of auditor.

16. Resolution on a performance based long-term share program for 2025, including resolutions to 
(a) implement a performance based long-term share program for 2025, and
(b) transfer own shares to the participants.

17. Resolution on amendment of the articles of association.

18. Resolution on authorization for the board to resolve on repurchases of own shares.

19. Closing of the meeting.


For further information, please contact:

Andreas Mattsson, General Counsel, +46 (0) 553 335 16