The shareholders of
Right to participate in the Annual General Meeting:
Shareholders who wish to participate in the Annual General Meeting must:
firstly be included in the shareholders register maintained by
secondly notify Nobia of their participation at the Annual General Meeting not later than
Nominee shares
In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date
Notice of attendance
Notification of attendance at the Annual General Meeting may be made:
- By E-mail: GeneralMeetingService@euroclear.com
- By telephone: +46 8-402 91 33
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By post:
Nobia AB , "Annual General Meeting", c/oEuroclear Sweden , Box 191, SE-101 23Stockholm, Sweden -
Through
Euroclear's website: https://anmalan.vpc.se/EuroclearProxy
The notification shall state the shareholder's:
Name or business name- Personal identity number/Corporate Registration Number
- Address and daytime telephone number
- Shareholding
- When applicable, information about any assistants, not more than two assistants, and information on any proxies which may accompany the shareholder to the Meeting
Shareholders represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document ("certificate") for the legal entity shall be appended. The power of attorney and certificate may not be more than one year old. However, the validity of the power of attorney may be a maximum of five years from the date of issue, if specifically stated. The power of attorney in original and, where applicable, the certificate, should be sent by post to the Company at the address stated above well in advance of the Annual General Meeting. Proxy forms are available from Nobia's website, https://www.nobia.com/about-us/corporate-governance/shareholders-meeting/, and will be sent to shareholders who so request and inform the Company of their address.
Shareholders' right to request information
Shareholders are reminded of their right to, at the Annual General Meeting, request information from the Board of Directors and the President pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
Number of shares and votes
Nobia has a total of 170,293,458 shares and votes. Nobia currently holds 2,040,637 treasury shares, corresponding to 2,040,637 votes, which cannot be represented at the Meeting.
Proposed agenda- Opening of the Meeting;
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Election of Chairman of the Annual General Meeting;
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Preparation and approval of the voting list;
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Approval of the agenda;
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Election of one or two persons to verify the minutes;
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Determination as to whether the Meeting has been duly convened;
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Speech by the President and statement by the Chairman of the Board of Directors;
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Presentation of the annual accounts and the audit report, and the consolidated accounts and the audit report on the consolidated accounts;
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Resolution regarding the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
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Resolution regarding appropriation of the Company's profit according to the adopted balance sheet;
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Resolution regarding the discharge from liability for the members of the Board of Directors and the President for 2023;
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Determination of the number of members and deputy members of the Board of Directors, and auditors and deputy auditors;
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Determination of fees to the Board of Directors;
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Election of the members of the Board of Directors;
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Election of the Chairman of the Board of Directors;
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Election of, and fees to, the Auditors;
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Election of members of the Nomination Committee and election of the Chairman of the Nomination Committee;
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Approval of remuneration report;
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Proposal regarding authorisation for the Board of Directors to acquire and sell treasury shares;
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Proposal regarding (A) the Performance Share Plan 2024 and (B) transfer of bought-back shares under the Performance Share Plan 2024;
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Closing of the Meeting.
Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that lawyer
Resolution regarding the appropriation of the Company's profit according to the adopted balance sheet (item 10)
The Board of Directors proposes that no dividend is to be distributed for the financial year 2023, and that the funds available to the Company for distribution of in total approximately
Determination of the number of members and deputy members of the Board of Directors, and auditors and deputy auditors (item 12)
The Nomination Committee proposes that the Annual General Meeting shall elect five (previously seven) ordinary members without deputies.
The Nomination Committee proposes that the number of auditors shall be a registered audit firm, without deputy auditors.
Determination of fees to the Board of Directors (item 13)
The Nomination Committee proposes that the Directors' fees amount to a total of
In addition to the fees proposed above, it is proposed that, for each physical board meeting held in the Nordic region, an unchanged meeting fee of
The Nomination Committee proposes that the Board members appointed by the Board of Directors to comprise the Board's Audit Committee shall receive a certain fee of
The Nomination Committee proposes that the Board members appointed by the Board of Directors to comprise the Board's Remuneration Committee shall receive a certain fee of
Election of the members of the Board of Directors (item 14)
The Nomination Committee proposes re-election of the members
Information about members of the Board of Directors who are proposed for re-election is available at the Company's webpage https://www.nobia.com/about-us/board-of-directors.
Election of the Chairman of the Board of Directors (item 15)
The Nomination Committee proposes election of
Election of, and fees to, the Auditors (item 16)
The Nomination Committee proposes re-election of the accounting firm Öhrlings
PwC has informed the Nomination Committee and the Company that, provided that the Annual General Meeting adopt the Nomination Committee's proposal, the authorised public accountant
The Nomination Committee proposes that the fees be paid in accordance with approved invoices.
Election of members of the Nomination Committee and election of the Chairman of the Nomination Committee (item 17)
The Company's major shareholders has informed the Nomination Committee that they intend to propose that the Annual General Meeting elects Peter Hofvenstam (nominated by Nordstjernan),
Approval of remuneration report (item 18)
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors' report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Proposal regarding authorisation for the Board of Directors to acquire and sell treasury shares (item 19)
Acquisitions of treasury shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors of Nobia to resolve to acquire treasury shares in accordance with the following.
- Acquisitions may be made on Nasdaq Stockholm or in accordance with a tender offer to all Nobia's shareholders.
- Acquisitions of shares may not result in the total holding of treasury shares, at any time, exceeding ten (10) per cent of all shares in Nobia.
- Acquisitions of shares on Nasdaq Stockholm may only be effected at a price within the currently effective registered price interval on Nasdaq Stockholm, meaning the price interval between the highest bid price and the lowest ask price.
- Acquisitions in accordance with a tender offer according to point 1 above shall be effectuated at a price corresponding to the lowest share price at the time of the offer with a maximum upward divergence of twenty (20) per cent.
- The authorisation may be used on one or several occasions, but only until the 2025 Annual General Meeting.
Sales of treasury shares
The Board also proposes that the Annual General Meeting authorises the Board of Directors of Nobia to resolve to sell treasury shares in accordance with the following.
- Sales of shares may take place on Nasdaq Stockholm at a price within the registered price range at any given time.
- Sales of shares may also take place outside Nasdaq Stockholm, with or without deviation from the shareholders' preferential rights and with or without payment in kind or payment by way of set-off. Such sales may be made at a price in cash or value for obtained property corresponding to the market price for the sold Nobia shares at the time of the sale, with a divergence found reasonable by the Board of Directors.
- The number of shares that may be sold should not amount to more than ten (10) per cent of the total number of shares in Nobia.
- Sales in connection with company acquisitions may be made at a market value as decided by the Board of Directors.
- The authorisation may be used on one or more occasions, but only until the 2025 Annual General Meeting.
The purpose of the abovementioned authorisations to acquire and sell treasury shares is to finance the acquisition of operations through payment with treasury shares and to continuously be able to adapt Nobia's capital structure and thereby contribute to an increase in value for shareholders and enable the assurance of costs and delivery in connection with the
The possibility to deviate from the shareholders' preferential rights at sales of treasury shares is justified by the fact that such sales may be made with greater speed, flexibility and are more cost-effective than a sale to all shareholders. The Company cannot provide shareholders the possibility to exercise any preferential right if the Company's treasury shares are used with the purpose of enabling financing company acquisitions or as a part of the execution of the Group's long-term performance share plans.
Proposal regarding (A) the Performance Share Plan 2024 and (B) transfer of bought-back shares under the Performance Share Plan 2024 (item 20)
The Board of Directors proposes that the Annual General Meeting resolves on a performance share plan ("Performance Share Plan 2024") for
(A) Performance Share Plan 2024- Performance Share Plan 2024 in brief
- Performance Share Plan 2024 in brief
The Performance Share Plan 2024 is designed to drive a long-term value growth for the shareholders and is essentially follows the same structure as the performance share plan adopted at the Annual General Meeting 2023. The purpose of the Performance Share Plan 2024 is to link the employees' rewards to the company's future earnings and value growth and thereby reward both shareholders and the employees concerned. Furthermore, a long-term incentive plan is also considered to facilitate the company's recruitment and retention of key employees, particularly outside of
To participate in the plan a personal investment in shares in Nobia is required. After the vesting period, the participants will be allocated shares in Nobia free of charge, provided that certain conditions are fulfilled. In order to be entitled to allotment of shares, the participant must have had continued employment in the
- Participants in Performance Share Plan 2024
Performance Share Plan 2024 comprises approximately 60 employees consisting of senior executives, senior managers and employees with senior positions within the
- The personal investment and allocation of share rights
To participate in Performance Share Plan 2024, the participant is required to acquire shares in Nobia at market price over Nasdaq Stockholm ("Saving Shares") to a value corresponding to either 25, 50, 75 or 100 per cent of the participant's investment cap. Category one has an investment cap of 10 per cent of the annual contractual salary 2024 before tax and each Saving Share entitles to a maximum of six (6) share rights. Category two has an investment cap of 5 per cent of the annual contractual salary 2024 before tax and each Saving Share entitles to a maximum of four (4) share rights. Allocation of shares in Nobia shall normally occur within four weeks after announcement of Nobia's interim report for the fourth quarter of 2026 .
- Terms for share rights
The following conditions apply to share rights:
- Share rights are allocated free of charge.
- The participants are not entitled to transfer, pledge or divest the share rights or exercise any shareholders' rights regarding the share rights during the vesting period.
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Allocation of Nobia shares under the share rights shall normally take place within four weeks after announcement of Nobia's interim report for the fourth quarter of 2026. To be entitled to receive shares, it is required, with certain exemptions, that the participant remains employed within the
Nobia Group and that none of the Saving Shares acquired initially have been disposed of during the vesting period. In addition, allocation of shares requires that Nobia has fulfilled performance targets according to item 1.5 below. -
If Nobia pays dividends to the shareholders, the participants in Performance Share Plan 2024 will be compensated by an increase in the number of shares that each share right qualifies for.
- Performance target
Allocation requires that target levels established by the Board of Directors are achieved related to earnings before interests and taxes (EBIT) during the financial years 2024-2026. The Board of Directors will adjust the outcome for items affecting comparability.
If the established minimum level for the performance target is achieved, the share rights will entitle to 25 per cent allocation. If the minimum level in the range is not achieved, the share rights will not give entitlement to any allocation while each share right gives entitlement to one Nobia share if the maximum level in the range is achieved. Between the minimum level and the maximum level, allocation will be linear, based on the values in between.
The Board of Directors intends to present the fulfilment of the performance target in the annual report for 2026. The outcome of Performance Share Plan 2024 will also be included in Nobia's remuneration report for 2026.
- Vesting period
Allocation of shares in Nobia shall normally occur within four weeks after announcement of Nobia's interim report for the fourth quarter of 2026. Thus, the vesting period is, albeit marginally, shorter than three years. The shorter vesting period is in line with Nobia's long-term business plan, strategy and financial targets. The Board of Directors further consider that the shorter vesting peroid is motivated particularly by that the performance target to be achieved in order for shares to be allocated under the Performance Share Plan 2024 is measured based on full year results for the current financial year as well as the following two financial years. This is also in line with the correspoding performance share plans that previously have been adopted at Nobia's annual general meetings. Further, it is also resonable and natural that the participants receives notice of allocation under the Performance Share Plan 2024 and that allocation is executed in close connection to determination of the level of acheivement of the performance target. In light of the above, the Board of Directors deems that the shorter vesting period is appropriate and reasonable in order to acheive the purpose of the program.
- Formulation and administration
The Board of Directors, or a specific committee appointed by the Board of Directors, shall be responsible for the formulation and administration of Performance Share Plan 2024 within the scope of the terms and directions set out herein. If the delivery of shares to persons outside of
- Specific evaluation before allocation of shares
Before the number of shares that are to be allocated based on the share rights is finally determined, the Board of Directors shall assess if the outcome of Performance Share Plan 2024 is reasonable. This assessment is made in relation to Nobia's financial result and position, the stock market and other conditions in general. If the Board of Directors in its assessment considers that the outcome is not reasonable, the Board of Directors may reduce the number of shares to be allocated.
- Scope
The number of Saving Shares acquired and the number of shares allocated under Performance Share Plan 2024 is based on the size of the participant's investments and the price of the Nobia share at the time of acquisition. The maximum number of shares in Nobia that can be allocated to the participants under Performance Share Plan 2024 amounts to 8,065,000. Including the shares that may be divested on Nasdaq Stockholm to cover costs related to Performance Share Plan 2024, the total amount of shares in Nobia that can be emaneted under the Performance Share Plan 2024 shall be limited to 8,450,000, which represents approximately 5.0 per cent of the outstanding shares and votes as of the date of this proposal and approximatley1.3 per cent of the outstanding shares and votes after registration of Nobia's ongoing rights issue[1]. The number of shares included in Performance Share Plan 2024 shall, under conditions that the Board of Directors stipulates, be subject to recalculation where Nobia implements a bonus issue, a share split or a reverse share split, a rights issue or similar corporate actions, with regard to customary practice for similar incentive plans.
- Hedging
In order to secure the delivery of Nobia shares under Performance Share Plan 2024, the Board of Directors proposes that the Board of Directors will be entitled to decide on alternative methods for transfer of Nobia shares under the plan. The Board of Directors therefore proposes that it be entitled to transfer bought-back Nobia shares to the participants or to enter into so-called equity swap agreements with third parties in order to fulfil its obligations under the plan (pursuant to item B) below). The Board of Directors regards the first alternative, i.e. the transfer of bought-back shares to the participants, to be the most cost efficient and flexible arrangement for the delivery of Nobia shares.
- Estimated costs and key ratios
The share rights cannot be pledged or transferred to others. The value for each share equals the share price. Based on the assumptions inter alia that all persons who have been offered participation in the plan participate, that the participants make maximum investments, a full achievement of the maximum levels of the performance target, that approximately 80 per cent of the participants stay in the plan and with certain estimated social security costs, the aggregate estimated costs are approximately
The costs are treated as staff costs in the profit and loss accounts during the vesting period, in accordance with IFRS 2 on share-based payments. In the profit and loss accounts, social security costs will accrue in accordance with UFR 7 over the vesting period. The size of these costs will be calculated on the Nobia share price development during the vesting period and allocation of the share rights.
- The preparation of the proposal
Performance Share Plan 2024 has been initiated by the Board of Directors and prepared together with external advisors based on an evaluation of previous incentive plans. The plan has been prepared by the Remuneration Committee and processed at Board meetings during the first months of 2024.
- Other incentive plans in Nobia
Please refer to Nobia's website and annual report for 2023 for a description of all Nobia's other share-based incentive plans. Nobia has no share-based incentive plans other than those described therein.
- The proposal by the Board of Directors
Referring to the description above, the Board of Directors proposes that the Annual General Meeting resolves to introduce Performance Share Plan 2024.
- Majority requirement
A resolution to introduce Performance Share Plan 2024, in accordance with the Board of Directors' proposal, is valid where supported by shareholders holding more than half of the votes cast at the Annual General Meeting.
(B) Transfer of shares under Performance Share Plan 2024- Background
- Background
In order to implement Performance Share Plan 2024 in a cost-efficient and flexible manner, the Board of Directors has considered different methods for ensuring the delivery of Nobia shares to participants upon allocation under Performance Share Plan 2024.
Based on these considerations, the Board of Directors intends to ensure delivery by transferring shares held by Nobia to the participants. A transfer of Nobia's bought-back shares in this way requires a particularly high majority to be met at the Annual General Meeting. In the event that the Board of Directors' proposal regarding the transfer of bought-back shares to the participants does not receive the required majority, or in the case that the bought-back shares held by Nobia amounts to less than the number of shares to be allocated to the participants according to the Performance Share Plan 2024, the Board of Directors intends to enter into an equity swap agreement with a third party to secure that delivery of Nobia shares can be made to the participants.
- The Board of Directors' proposal on resolution of transfer of bought-back shares to the participants
The Board of Directors therefore proposes that the Annual General Meeting resolves on the transfer of bought-back shares in accordance with the terms set out below:
- Transfer can be made of a maximum of 8,065,000 Nobia shares to participants in Performance Share Plan 2024 (or a higher number that may result from a recalculation due to Nobia implementing a bonus issue, a share split or a reverse share split, a new share issue or similar measures, in accordance with what is customary practice for corresponding incentive plans).
- The transfer of shares shall be made without payment and at the time according to the terms and conditions when the participants in Performance Share Plan 2024 are entitled to receiving allocation of shares.
The reason for the deviation from shareholders' preferential rights is that the transfer of the shares is part of executing Performance Share Plan 2024. Therefore, and in light of the above, the Board of Directors considers it to be to the benefit of Nobia to transfer shares in accordance with the proposal.
- Majority requirement
The Board of Directors' proposal under item 2.2 above is valid if supported by shareholders holding no less than nine-tenths of both the votes cast and the shares represented at the Annual General Meeting. The Board of Directors' proposal pursuant to this item B) is conditional upon that the Board of Directors' proposal on Performance Share Plan 2024 is approved by the Annual General Meeting (item A) above).
Documents
The Board of Directors' complete proposals are set out above. Information about persons proposed as members of the Board of Directors of Nobia, information about proposed auditor and the Nomination Committee's statement etc., can be found on the Company's website, www.nobia.com. The Annual Report, the Auditor's Report, the Auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group management, the Remuneration Report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, and the Board of Directors' statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act relating to the proposal under item 19 above will be available at the Company,
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf
____________________________
Board of Directors
For further information
Head of Investor Relations
+46 706 647335
tobias.norrby@nobia.com
[1] As of the date of this proposal, there are 170,293,458 outstanding shares and votes in Nobia. After registration of new shares following Nobia's ongoing rights issue, which is estimated to be completed and registered no later than
For further information:
Head of Investor Relations
+46 706 647335
tobias.norrby@nobia.com
Nobia develops, manufactures and sells kitchen solutions through a number of strong brands in
https://news.cision.com/nobia-ab/r/notice-convening-the-annual-general-meeting-of-nobia-ab--publ-,c3960802
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