The shareholders of
Due to the Covid-19 pandemic, the Board of Directors has decided that the Annual General Meeting is to be held only through advance voting (postal voting) in accordance with temporary legislation. This means that the Meeting will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the Meeting in the manner described below.
A speech by the CEO is expected to be available at the company's website www.assaabloy.com, no later than Friday
Notice of participation
Shareholders who wish to participate at the Annual General Meeting by advance voting must:
- be recorded in the shareholders' register kept by
Euroclear Sweden AB on Tuesday20 April 2021 , and -
give notice of intent to participate to
ASSA ABLOY AB no later than Tuesday27 April 2021 , by submitting their advance votes in accordance with the instructions under the heading "Advance voting" below, so that the advance vote is received byEuroclear Sweden AB no later than that day.
Nominee registered shares
Shareholders whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation by submitting an advance vote, request that their shares be temporarily registered in their own name in the share register kept by
Advance voting
The shareholders may exercise their voting rights at the Meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the company's website www.assaabloy.com. The advance voting form is considered as the notification of participation at the Meeting.
The completed and signed voting form must be received by
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
For questions about the advance voting, please contact
Proxy
If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the advance voting form. Proxy form is available upon request and on the company's website www.assaabloy.com. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the advance voting form.
Shareholders' right to request information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the Group. Requests for such information shall be made in writing to
Agenda
- Election of Chairman of the Annual General Meeting.
- Election of two persons to check the Annual General Meeting minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of whether the Annual General Meeting has been duly convened.
-
Presentation of:
a) the Annual Report and the Audit Report as well as the Consolidated Accounts and the Audit Report for the Group, and
b) the Auditor's statement regarding whether the guidelines for remuneration to senior executives adopted on the previous Annual General
Meeting have been complied with. -
Resolutions regarding:
a) adoption of the Statement of Income and the Balance Sheet as well as the Consolidated Statement of Income and the Consolidated Balance Sheet,
b) dispositions of the company's profit according to the adopted Balance Sheet, and
c) discharge from liability of the members of the Board of Directors and the CEO. - Determination of the number of members of the Board of Directors.
-
Determination of:
a) fees to the Board of Directors,
b) fees to the Auditor. - Election of the Board of Directors, Chairman of the Board of Directors and Vice Chairman of the Board of Directors.
- Election of Auditor.
- Resolution on approval of remuneration report.
- Resolution regarding authorization to repurchase and transfer Series B shares in the company.
- Resolution regarding long-term incentive program.
Item 1 - Election of Chairman of the Annual General Meeting
The Nomination Committee, appointed in accordance with the instructions for the Nomination Committee adopted by the Annual General Meeting 2018 and consisting of Chairman
Item 2 - Election of two persons to check the Annual General Meeting minutes
The Board of Directors proposes that Johan Hjertonsson (
Item 3 - Preparation and approval of the voting list
The voting list proposed to be approved under item 3 on the agenda is the voting list prepared by
Item 7 b) - Disposition of the company's profit according to the adopted Balance Sheet
The Board of Directors proposes a dividend of
The Board of Directors has presented a motivated statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, the statement is available at the company and on the company's website www.assaabloy.com.
Items 8-11 - Determination of the number of members of the Board of Directors, determination of fees to the Board of Directors and the Auditor as well as election of the Board of Directors, Chairman of the Board of Directors, Vice Chairman of the Board of Directors and Auditor
The Nomination Committee proposes that the Annual General Meeting resolves as follows.
- The number of members of the Board of Directors shall be eight.
- The fees to the Board of Directors have been unchanged since 2019. The Nomination Committee has in its work compared the fees to the Board of Directors with Board fees among comparable companies in
- Fees to the Auditor according to contract.
- Re-election of
- Election of Johan Hjertonsson and Susanne Pahlén Åklundh as new members of the Board of Directors.
- Re-election of
- Re-election of the registered audit firm
Johan Hjertonsson is born 1968 and holds a Master of Science in Business and Economics. Since 2019, Johan is President and CEO of
Susanne Pahlén Åklundh is born 1960 and holds a Master of Science in Engineering. Since 2017, Susanne is President of the Energy Division at
More detailed information regarding the proposed members of the Board of Directors can be found in the Nomination Committee's proposal which is available at the company's website www.assaabloy.com.
Item 12 - Resolution on approval of remuneration report
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.
Item 13 - Resolution regarding authorization to repurchase and transfer Series B shares in the company
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to pass a resolution, on one or more occasions for the period up until the next Annual General Meeting, on repurchasing Series B shares in the company in accordance with the following.
- The repurchase may as a maximum comprise so many Series B shares that the company after each repurchase holds a maximum of 10 percent of the total number of shares in the company.
- The repurchase of Series B shares shall take place on Nasdaq Stockholm.
- The repurchase of Series B shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price.
- Payment of the Series B shares shall be made in cash.
Furthermore, the Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to pass a resolution, on one or more occasions for the period up until the next Annual General Meeting, on transferring Series B shares in the company in accordance with the following.
- The maximum number of Series B shares to be transferred may not exceed the number of shares held by the company at the time of the Board of Directors resolution.
- Transfers of Series B shares shall take place:
(i) on Nasdaq Stockholm, or
(ii) in connection with acquisition of companies or businesses, on market terms.
- Transfers of Series B shares on Nasdaq Stockholm may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and the lowest selling price.
- The authorization includes the right to resolve on deviation of the preferential rights of shareholders and that payment may be made in other forms than cash.
The purpose of the authorizations is to make possible the ability for the Board of Directors to continuously adapt the company's capital structure and thereby contribute to increased shareholder value, to be able to exploit attractive acquisition opportunities by fully or partly financing future acquisitions with the company's own shares, and to ensure the company's undertakings, including social security costs, in accordance with the Board of Directors' proposal for a long-term incentive program under Item 14.
The Board of Directors has presented a motivated statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act, the statement is available at the company and on the company's website www.assaabloy.com.
The proposal in this Item 13 requires an approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting to be valid.
Item 14 - Resolution regarding long-term incentive program
Summary of the program
The Board of Directors proposes that the Annual General Meeting resolves to implement a new long-term incentive program for senior executives and key employees within the
LTI 2021 is proposed to include a maximum of 115 senior executives and key employees within the
The rationale for the proposal
The purpose of LTI 2021 is to strengthen the
Personal investment
In order to participate in LTI 2021, the participants will have to invest in Series B shares in
For employees who have not participated in previous LTI programs, the participation in LTI 2021 is in addition subject to renunciation of customary salary review for the year 2021.
Participants in LTI 2021 and allocation
LTI 2021 is proposed to include a maximum of 115 senior executives and key employees within the
Performance condition
The number of performance awards that gives right to receive Series B shares in the company depends on the annual development of
The outcome for each year is measured linearly. Unless the minimum level is achieved for the year, none of the relevant performance awards will give right to Series B shares, and if the maximum level is achieved each performance award linked to the relevant year will give right to one Series B share. The Board of Directors intends to present the fulfilment of the performance based condition in the Annual Report for the financial year 2023.
Other conditions
In addition to the above conditions, the following shall apply for the performance awards.
- The performance awards shall be granted free of charge after the Annual General Meeting 2021.
- Each performance award entitles the holder to receive one Series B share free of charge three years after allotment of the award (vesting period), provided that the holder, with some exceptions, at the time of the release of the interim report for the first quarter 2024 still is employed by the
- To make the participants' interest equal with the shareholders' the company will compensate the participants for distributed dividend during the vesting period by increasing the number of Series B shares that each performance award gives right to after the vesting period.
- The performance awards are non-transferable and may not be pledged.
- The performance awards can be granted by the company or by any other company within the Group.
Preparation and administration
The Board of Directors shall be responsible for preparing the detailed terms and conditions of LTI 2021, in accordance with the mentioned terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board of Directors may also make other adjustments if significant changes in the
In the event that the Board of Directors considers that the delivery of Series B shares under LTI 2021 cannot be achieved at reasonable cost, with reasonable administrative efforts or due to specific market conditions, participants may instead be offered a cash settlement.
Scope and cost of the program
LTI 2021 may, if the share price for the company's Series B share remains the same during the program's term, result in a maximum amount corresponding to 90 percent (CEO), 75 percent (other senior executives) or 40 percent (other participants), respectively, of the participants annual base salary (excluding social security costs). Such outcome is subject to a maximum personal investment, meaning that the participant must purchase Series B shares in the company for an amount corresponding to 15 percent (CEO and other senior executives) or 10 percent (other participants), respectively, of the participants annual base salary, maintain the initially purchased shares, that the performance based condition has been fully achieved and that the participant, with some exceptions, still is employed during the vesting period.
The total amount of Series B shares, which corresponds to the participant's total maximum personal investment, and thus the total amount of performance awards being allotted, depends on the share price for the company's Series B share at the time of allotment of performance awards under LTI 2021. The total number of outstanding shares in the company amounts to 1,112,576,334 shares.
Provided that the share price for the company's Series B share is traded at around
LTI 2021 shall be expensed as personnel costs over the vesting period. Provided that the performance based condition is fully achieved, the cost for LTI 2021 before tax is, in accordance with the principles and assumptions set out above, estimated to approximately
The costs are expected to have marginal effect on key ratios of the
The Board of Directors deems that the positive effects on earnings that are expected to result from increased share ownership among senior executives and persons in senior managerial positions, which may be further increased through LTI 2021, outweighs the costs related to LTI 2021.
Delivery of shares under LTI 2021
To ensure the delivery of Series B shares under LTI 2021, the company intends to enter into an agreement with a third party, under which the third party shall, in its own name, buy and transfer Series B shares in the company to the participants in accordance with LTI 2021.
Preparation of the proposal
LTI 2021 has been initiated by the Board of Directors of
Previous incentive programs
The company's other share-based incentive programs, LTI 2018, LTI 2019 and LTI 2020 are based on the same principles as LTI 2021. For a description of LTI 2018, LTI 2019 and LTI 2020, reference is made to the Annual Report 2020, Note 34, and the company's website www.assaabloy.com.
Shares and votes
The total number of shares in the company at the time for the notice to the Annual General Meeting amount to 1,112,576,334 shares, of which 57,525,969 are Series A shares and 1,055,050,365 Series B shares, which is equivalent to a total of 1,630,310,055 votes.
Documentation and additional information
The complete proposals of the Nomination Committee with respect to items 8-11 above, including the Nomination Committee's motivated statement, are available at the company's website www.assaabloy.com. The financial statements, the auditor's report, the Board of Directors' complete proposals including the Board of Directors' statements pursuant to Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the Board of Directors' report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, and the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding guidelines for remuneration to senior executives, are presented by being available at the company and on the company's website www.assaabloy.com no later than Wednesday
Processing of personal data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
The Board of Directors
For more information, please contact:
Erik Pieder, CFO and Executive Vice President, tel. no: +46 8 506 485 72
Björn Tibell, Head of Investor Relations, tel. no: +46 70 275 67 68
About
[1] Earnings per share is defined as the company's earnings per share after tax and dilution, excluding items affecting comparability and currency effects.
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