OEM INTERNATIONAL AB Tuesday
Registration
Shareholders wishing to attend the Meeting must:
- be entered in the share register held by
- notify the company by Thursday
Box 1009, 573 28 Tranås
Tel: +46 (0)75-242 40 19 or by e-mail: ir@oem.se
Shares held in a nominee account
Shareholders whose shares are held in a nominee account via a bank or other broker must contact the nominee to request that the shareholding be entered on the share register of
Proxy
Shareholders who wish to be represented by proxy or are a legal entity should submit a signed and dated power of attorney. It the shareholder is a legal entity, a certificate of registration or other authorisation document must be issued. The original power of attorney and authorisation documents must be sent in good time before the Meeting to the company at the above address.
The power of attorney form is available at www.oem.se, under
Proposed Agenda
- Call to order
- Election of a chair of the Meeting
- Preparation and approval of the voting register
- Election of one or two persons to countersign the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the submitted Annual Report and Auditors' Report, as well as the consolidated financial statements
- Managing Director's report on the business and operations in 2023
- Questions regarding the business and operations in 2023 - Report on the work of the Board of Directors
- Resolution to approve the income statement and balance sheet, and the Group's statement of comprehensive income and statement of financial position
- Resolution to approve appropriation of the company's profit according to the adopted balance sheet
- Resolution to discharge the Board members and the Managing Director from liability for the financial year
- Resolution on the number of Board members
- Resolution on remuneration of the Board of Directors and the auditors
- Election of the Board of Directors
- Election of the Chairman of the Board
- Election of auditor
- Presentation and approval of the remuneration report
- Resolution on guidelines for remuneration and other employment terms for senior executives
- Resolution on the principles for the Nomination Committee
- Resolution to grant the Board of Directors authority to decide on new issues of shares
- Resolution to grant the Board of Directors authority to acquire and transfer treasury shares
- Resolution on the issuance of call options on repurchased shares and the transfer of repurchased shares to executives
- Resolution on authority to revise
- Closing of the Meeting
- Interim Report January –
March 2024
Nomination Committee
The Nomination Committee, which was appointed according to the policies adopted at the 2023 Annual General Meeting, comprises Petter Stillström (chairman) representative for
Item 2 – Election of a chair of the Meeting
The Nomination Committee proposes that the Chairman of the Board, Petter Stillström, is elected as Chairman of the Annual General Meeting.
Item 10 – Resolution regarding appropriation of the company's profit and the record date for dividends
The Board of Directors recommends that shareholders at the Annual General Meeting vote to approve a dividend payment of
Item 12 – Resolution on the number of Board members
The Nomination Committee proposes that the Board of Directors shall comprise seven members and no deputies.
Item 13 – Resolution on remuneration of the Board of Directors and the auditors
The Nomination Committee proposes remuneration of members of the Board elected at the Meeting as follows (last year's figures are shown in brackets): Chairman of the Board
The Nomination Committee proposes that the chair of the Audit Committee shall be paid
It is proposed that payments of audit fees will be made against invoices that have been approved by the company.
Items 14 and 15 – Election of the Board of Directors and Chairman of the Board
The Nomination Committee proposes that the presiding members of the Board
Petter Stillström is proposed for re-election as the Chairman of the Board.
Item 16 – Election of auditor
The Nomination Committee proposes that Öhrlings
Item 17 – Presentation and approval of the remuneration report
The Board of Directors recommends that shareholders vote to approve the report of remuneration to senior executives as presented by the Board and prepared in accordance with the requirements of Chapter 8 Section 53a of the Swedish Companies Act.
Item 18 – Guidelines for remuneration and other employment terms for senior executives
The Board of Directors recommends that shareholders at the 2024 Annual General Meeting vote in favour of the following guidelines for remuneration of senior executives within the
OEM's vision is that the company shall be a leading technology trading group in industrial components and systems in selected markets in Northern, Central and East Central Europe. To realise this vision, the company has defined five strategic areas; growth, product range, marketing activities, logistics, and employees and leaders. These are important to the company's future development and success and to the achievement of its financial targets. It is important that OEM has senior executives with a focus on business acumen, a strong commitment to the company, and a sustainable leadership that promotes the long-term interests of the company. The remuneration of senior executives should serve to encourage qualified managers to remain with the organisation long-term and also to ensure that the company is able to hire qualified managers both externally and internally.
Market-competitive salaries and other remuneration terms shall apply for senior executives. Share-related remuneration, so-called incentive schemes, are to be decided by the Annual General Meeting.
Variable remuneration may be paid out, but is capped at the equivalent of eight monthly salaries. The variable remuneration shall be linked to the company's financial targets and based on performance during a calendar year.
Senior executives' pension terms shall be premium-based and capped at 30% of fixed pay.
The period of notice on the company's part may not exceed 24 months and involves the obligation to work during the period of notice. Employment agreements shall not contain provisions for severance pay.
The Board of Directors may waive these guidelines in individual instances should there be special reasons for doing so. Should the Board of Directors deviate from these guidelines, it must be reported in remuneration report presented at next Annual General Meeting.
The Board has appointed a Remuneration Committee. The work of the Remuneration Committee is to prepare the Board of Directors' decisions on proposals for guidelines on remuneration of senior executives and any decisions on deviations from the guidelines. The guidelines shall remain in force until new guidelines have been approved at the Annual General Meeting. The Remuneration Committee shall also monitor that guidelines for remuneration of senior executives are correctly applied.
Item 19 – Resolution on the principles for the Nomination Committee
The Nomination Committee proposes guidelines for the Nomination Committee, the main effect of which is that the Chairman of the Board shall assemble a Nomination Committee. The Nomination Committee shall consist of one representative from each one of no less than three and no more than four of the company’s largest shareholders and the Chairman of the Board, unless he/she is a member as a shareholder representative. If a shareholder does not exercise his/her right to appoint a member, the next largest shareholder in terms of voting rights is entitled to appoint a member in the Nomination Committee. The names of the members and the names of the shareholders they represent shall be published at least six months before the 2025 Annual General Meeting and shall be based on the known number of votes immediately before publication. The term of office of the Nomination Committee shall run until a new Nomination Committee is appointed. The chair of the Nomination Committee shall be the Chairman of the Board
Should there be any significant changes in the company's ownership structure after the appointment of the Nomination Committee, the composition of the Nomination Committee shall also be changed in line with the principles above. Shareholders who appointed a representative to be a member of the Nomination Committee shall be entitled to dismiss such a member and appoint a new one and also appoint a new representative if the member appointed by the shareholder chooses to withdraw from the Nomination Committee. Changes to the composition of the Nomination Committee are to be announced as soon as they have been made.
The Nomination Committee shall prepare proposals for the following items of business to be presented for resolution at the 2025 Annual General Meeting:
- proposal for a Chairman for the Meeting
- proposal for remuneration to the Board of Directors and the auditors
- proposal for remuneration for any committee work
- proposal for members of the Board of Directors
- proposal for Chairman of the Board of Directors
- proposal for auditors
- proposal for a resolution on principles for the Nomination Committee
The Nomination Committee shall discharge its duties as required by the Swedish Code of Corporate Governance and may, if necessary, take independent professional advice at the company's expense in the furtherance of its work.
Item 20 – Resolution to grant the Board of Directors authority to decide on new issues of shares
The Board of Directors recommends that shareholders at the Annual General Meeting grant the Board authority to issue new Class B shares in conjunction with business aqcuisitions. Such authorization shall amount to a maximum of 7,000,000 shares.
The Board shall be able to decide on new issues of shares with a decision on contribution in kind or otherwise and thereby be able to deviate from the shareholders' preferential rights. The authorization can only be used in connection with company acquisitions where all or part of the payment can be made up of newly issued shares of series B, and remain in effect until the next Annual General Meeting.
Decisions concerning the above require the support of shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting.
Item 21 – Resolution to grant the Board of Directors authority to acquire and transfer treasury shares
The Board of Directors recommends that shareholders at the Annual General Meeting grant the Board authority to acquire up to 10% of the company's shares through purchases on NASDAQ Stockholm, and, if the Board finds it appropriate, to sell all or some of the purchased shares on NASDAQ Stockholm, or alternatively, to use purchased shares as liquid assets in the event of a business combination.
Acquisitions and transfers of shares shall be made at a price within the registered price range on the stock exchange at the time of purchase. The authorisation shall remain in effect until the next Annual General Meeting.
Decisions concerning the above require the support of shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting.
Item 22 – Resolution on the issuance of call options on repurchased shares and the transfer of repurchased shares to executives
Like the previous year, the Board of Directors recommends that shareholders at the Annual General Meeting resolve to adopt a long-term incentive scheme, 2024 Share-related incentive scheme (“the Scheme”). It is proposed that the Scheme shall include approximately 60 executives in the
The Board of Directors recommends that the Annual General Meeting votes to approve that the company, in deviation from the shareholders' preferential rights, transfers up to 200,000 of the company's repurchased Class B shares to the option holders at the set redemption price in connection with any exercise of the call options (subject to any recalculations). The Board of Directors also recommends that the Annual General Meeting votes to approve that Class B shares acquired by the company as authorised may be transferred in order to guarantee the supply of shares in accordance with the Scheme. The company has a total holding of 371 082 Class B shares, of which 306,000 shares that will be transferred if the previous year's incentive programs are fully utilized.
The reasons for the deviation from the shareholders' preferential rights and the Board of Director's reasons for implementing the Scheme are to enable executives of the
The company already have two long-term incentive schemes, the 2022 Share-related Incentive Scheme ant the 2023 Share-related Incentive Scheme. In the 2022 program, 152,500 call options are outstanding, which entitle the acquisition of the corresponding number of Class B shares in the Company. The exercise price for these call options is set at
The proposal has been prepared by the company's Board of Directors and the decision to propose the Scheme to the Annual General Meeting was made by the Board of Directors. The company's directors are not included in the Scheme. It is proposed that the Scheme includes the Group's management team and a number of managers of larger business entities.
The Scheme has the following principal terms and conditions:
a) The number of call options to be issued shall not exceed 200,000, corresponding to approximately 0,14 per cent of the total number of shares and approximately 0,05 per cent of the total number of votes in the company (including Class B shares owned by the company). Each call option entitles its holder to acquire one (1) repurchased Class B share in the company during the period
b) The purchase price for shares (“the Redemption price”) upon exercise of the option shall correspond to 120 per cent of the volume-weighted average closing price for the company's Class B share on the Nasdaq Stockholm exchange during the period
c) The right to acquire call options shall be granted to approximately 60 members of the Group management and other executives in the
d) The individuals concerned shall have the right to acquire call options provided they are employees of the company at the time of acquisition.
e) If an individual who is entitled to acquire options refrains, either in full or in part, from acquiring the call options offered, the unacquired call options shall be allocated among those individuals who are entitled to acquire them and have expressed, in writing, an interest in acquiring additional call options. In this way, individuals who are entitled to acquire options are not able to acquire more than an additional 100 per cent of the original number of call options offered.
f) The Board of Directors shall decide on the final allocation in accordance with the principles stated in items c), d) and e) above, and how many call options shall be offered to employees in each category.
g) Individuals who are interested in acquiring the call options shall submit their interest by
h) The premium for the call options shall be equivalent to the market price of the call options established by an independent, third party using the Black-Scholes method. The valuation calculation period for the premium shall be based on the volume-weighted average closing price for the company's Class B share on the Nasdaq Stockholm exchange during the period
i) The issuance of call options to employees outside of
j) The call options are freely transferable.
k) The number of shares that the call options entitle holders to acquire, and the Redemption price, may be recalculated due to bonus issues, mergers or splits of shares, new share issues, a reduction of the share capital or other such actions. The share transfer date may be brought forward as a result of a merger or other such action.
l) To encourage participation in the Scheme, a subsidy can be paid corresponding to the premium paid for each call option. In a such case, the subsidy will be paid in
m) If the option holder does not wish to exercise all of the call options acquired and notifies the company thereof, the company is entitled to repurchase the call options from the holder. Options are to be acquired at a price that is equivalent to the highest market value at any given time. Repurchases of call options cannot, however, take place during any period when trading in shares in the company is prohibited as defined under Article 19 of Regulation (EU) No 596/2014 of the
n) The Board of Directors is responsible for the preparation and management of the Scheme within the framework of the conditions and guidelines stated above.
The costs of the Scheme are limited costs comprising external consultancy fees and Scheme administration costs, as well as the subsidy to be paid during
Decisions concerning item 22 require the support of shareholders representing at least nine-tenths of the votes cast as well as of the shares represented at the Meeting.
Item 23 – Resolution on authority to revise
The Board of Directors or the person appointed by the Board will have the authority to make minor revisions to resolutions passed at the Meeting as may be required for registration of the resolutions.
Other information
On the date of notice of the Annual General Meeting, the total number of shares in the company is 139 015 854, of which 28 462 176 are Class A and 110 553 678 are Class B. The total number of voting rights in the company is 395 175 438.
The company has a holding of 371 082 Class B shares which cannot be represented at the Meeting.
Documentation
The Board's complete proposals for resolution, Annual Report documents and other documentation that is required under the rules of the Swedish Companies Act will be available from the company and on the company website, www.oem.se, no later than three weeks prior to the Meeting, and will be sent to those shareholders who have requested this and have provided their postal address.
Disclosures
The shareholders are informed of their right, under Chapter 7 Section 32 of the Swedish Companies Act, to request information at the Annual General Meeting of circumstances that can influence judgement on a matter on the agenda and circumstances that can influence judgement of the company's financial position.
Personal data processing
For information about how your personal data are processed, please read the company's Privacy Policy for Annual General Meetings and shareholders, which is available at www.oem.se, under
Tranås,
BOARD OF DIRECTORS
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