The shareholders of
Right to participate and notification
A person has the right to participate at the Annual General Meeting if the person:
- is recorded as a shareholder in the share register kept by
Euroclear Sweden AB on Tuesday16 April 2024 , and -
has given notice of its participation to
ASSA ABLOY AB no later than Thursday18 April 2024 . Notice of participation shall be given on the company's website assaabloy.com/general-meeting, by telephone +46 8-402 90 71 or in writing by mail toASSA ABLOY AB , "2024 Annual General Meeting", c/oEuroclear Sweden AB , P.O. Box 191, SE-101 23Stockholm, Sweden .
The notification must state name, personal or corporate identification number, address, telephone number and names of any assistants attending.
Proxy
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be enclosed to the notification and be presented in original at the latest at the Annual General Meeting. Proxy form is available upon request and on the company's website assaabloy.com/general-meeting. If the proxy is issued by a legal entity, a certificate of incorporation or equivalent authorization document must be enclosed.
Nominee registered shares
Shareholders whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation, request that their shares be temporarily registered in their own name in the share register kept by
Agenda
- Opening of the Annual General Meeting.
- Election of Chairman of the Annual General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of two persons to check the Annual General Meeting minutes.
- Determination of whether the Annual General Meeting has been duly convened.
-
Speech by the President and CEO, Mr.
Nico Delvaux . - Presentation of:
a) the Annual Report and the Auditor's Report as well as the Consolidated Accounts and the Auditor's Report for the Group,
b) the Auditor's statement regarding whether the guidelines for remuneration to senior executives have been complied with, and
c) the Board of Directors proposal regarding distribution of profits and motivated statement.
- 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 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.
- Closing of the Annual General Meeting.
Item 2 - Election of Chairman of the Annual General Meeting
The Nomination Committee, appointed in accordance with the instructions for the Nomination Committee resolved by the 2023 Annual General Meeting and consisting of Chairman
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 assaabloy.com/general-meeting.
Items 10-13 - 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 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.
- Fees to the Board of Directors shall amount to a total of
- Fees to the Auditor according to contract.
- Re-election of Johan Hjertonsson,
- Re-election of Johan Hjertonsson as Chairman of the Board of Directors and
- Re-election of the registered audit firm
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 assaabloy.com/general-meeting.
Item 15 - 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 16.
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 assaabloy.com/general-meeting.
The proposal in this Item 15 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 16 - 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 2024 is proposed to include a maximum of 225 senior executives and key employees within the
The rationale for the proposal
The purpose of LTI 2024 is to strengthen the
Personal investment in saving shares
In order to participate in LTI 2024, the participants must hold saving shares. The saving shares can either be Series B shares in
The personal investment shall amount to a value corresponding to a minimum of 5 percent (all participants) and a maximum of 15 percent (CEO and other senior executives) or 10 percent (other participants), respectively, of the participant's fixed base salary. If the participant has access to inside information and is therefore prevented from making the personal investment in connection with the application to participate in LTI 2024, the personal investment shall be made as soon as possible, but no later than before the next Annual General Meeting.
Participants in LTI 2024 and allocation
LTI 2024 is proposed to include a maximum of 225 senior executives and key employees within the
For each saving share that the CEO of the Group holds under LTI 2024, the company will grant six performance awards. For each saving share that other senior executives (currently nine individuals) hold under LTI 2024, each such individual will be awarded five performance awards. For each saving share that other participants (215 individuals) hold under LTI 2024, each such individual will be awarded four performance awards.
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 2026.
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 2024 Annual General Meeting.
- 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 2027 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 vested 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 2024, 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 2024 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 2024 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 participant's annual base salary (excluding social security costs). Such outcome is subject to a maximum personal investment, meaning that the participant must hold saving shares at a value that corresponds to 15 percent (CEO and other senior executives) or 10 percent (other participants), respectively, of the participant's annual base salary and that the performance based condition has been fully achieved. Full vesting is further subject to the saving shares being retained and that the participant, with some exceptions, is still employed during the vesting period.
The total number of saving shares, which corresponds to the participant's total maximum personal investment, and thus the total number 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 2024. 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 2024 shall be expensed as a personnel cost over the vesting period. Provided that the performance based condition is fully achieved, the cost for LTI 2024 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 2024, outweigh the costs related to LTI 2024.
Delivery of shares under LTI 2024
To ensure the delivery of Series B shares under LTI 2024, 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 2024. The cost for this agreement is currently estimated to approximately
Preparation of the proposal
LTI 2024 has been initiated by the Board of Directors of
Previous incentive programs
The company's other share-based incentive programs LTI 2021, LTI 2022 and LTI 2023 are based on the similar principles as LTI 2024. For a description of LTI 2021, LTI 2022 and LTI 2023, reference is made to the Annual Report 2023, Note 35, and the company's website www.assaabloy.com/group/en.
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.
Shareholder´s 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, at the Annual General Meeting 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 and the Group accounts.
Documentation etc.
The Nomination Committee's complete proposals including motivated statement, are available at the company and on the company's website assaabloy.com/general-meeting.
The Annual Report, the Auditor's Report, the Board of Directors' remuneration report and all other documentation to be held available according to the Swedish Companies Act will be available at the company and on the company's website assaabloy.com/general-meeting no later than three weeks before the Annual General Meeting.
Copies of the documents will be sent free of charge to shareholders who so request and state their address to the company.
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
This notice is a translation of the Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Welcome!
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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