Information about the decisions made by the Meeting will be published on 22 April 2021 as soon as the final results of the postal votes are known.
A letter from the CEO will be published on the company’s website www.oem.se prior to the AGM with an account of the company’s business activities in the 2020 financial year.
The shareholders are able to request on the postal voting form that any one or more of the items of business on the agenda be deferred and dealt with at a separate meeting of shareholders. A separate meeting of shareholders may not be convened purely for voting in advance and must be held when so decided by the AGM or so requested by holders of at least one tenth of all shares in the company.
Items of business that should not be deferred
Items of business that should be considered and voted on by postal ballot are adoption of the income statement and balance sheet, profit allocation and discharge of liability for Board members (items 8-10 on the agenda below). The deadlines for adoption of these items must be met otherwise the company may be liable to a penalty.
Requirements for participation
Shareholders wishing to attend the Meeting must:
- be listed in the share register held by Euroclear Sweden AB no later than 14 April 2021. If the shares are registered with a nominee, the shareholder must request that the nominee registers the shares for voting no later than 16 April 2021, and
- send their votes by 21 April 2021 using the postal voting form which is available on the company’s website from 23 March 2021 (more information below). The shareholder registers to attend the AGM by sending a completed postal voting form. No separate notification of participation is required.
Shares registered in nominee accounts
Owners of shares that are registered through a bank or other authorised agent must instruct their nominee or broker to register their shares in the share register held by Euroclear Sweden AB to be entitled to participate in the AGM (voting right registration). As set forth above, the final date for the bank, broker or nominee to register the voting right with Euroclear Sweden AB is 16 April 2021. A shareholder should therefore contact their nominee or broker well before this date with a request to be entered on the register in accordance with the instructions of the nominee or broker.
Voting in advance
Shareholders may only exercise their right to vote at the AGM by voting in advance with a postal ballot. This requires shareholders to use the form that will be available on the company’s website www.oem.se under Investors/Corporate Governance/Annual General Meeting. The voting form must be completed and sent to the company to arrive no later than 21 April 2021. The address is: OEM International AB, Box 1009, 573 28 TRANÅS, Sweden. Alternatively it can be sent by email to [email protected]. A shareholder’s notification of attendance at the AGM will be registered upon receipt of the voting form. The shareholder may not add any specific instructions or conditions to the postal vote. Doing so will result in the entire postal vote being rejected as invalid.
If a shareholder is a legal entity, a certificate of registration or other equivalent authorisation document must be submitted with the form. A power of attorney form for shareholders wishing to vote in advance by proxy is available on the company’s website www.oem.se under Investors/Corporate Governance/Annual General Meeting.
To be sent the postal vote form or power of attorney form through the post, contact OEM International AB, Anna Enström on +46 (0)75-242 40 05.
Proposed Agenda
i) Petter Stillström
ii) Ulf Barkman
iii) Mattias Franzén
iv) Richard Pantzar
v) Jörgen Rosengren
vi) Agne Svenberg
vii) Åsa Söderström Winberg
vii) Jörgen Zahlin
i) Petter Stillström
ii) Ulf Barkman
iii) Mattias Franzén
iv) Richard Pantzar
v) Jörgen Rosengren
vi) Åsa Söderström Winberg
vii) Per Svenberg
a) amendment of the Articles of Association as they relate to the limits for the number of shares,
b) implementation of a share split,
c) reduction of share capital by way of redemption of shares, and
d) increase of share capital by way of a bonus issue
Nomination Committee
The Nomination Committee, which was appointed according to the policies adopted at the 2020 Annual General Meeting, comprises Petter Stillström (Chairman) representative for AB Traction, Richard Pantzar representative for Orvaus AB, Mattias Franzén representative for Siv Franzén and Agne Svenberg, who together represent approximately 77% of the voting rights and approximately 35% of the capital in the company.
Item 2 – Election of a Chairman for the meeting
The Nomination Committee proposes that the Chairman of the Board, Petter Stillström or, should he be unable to do so, an alternative candidate recommended by the Nomination Committee be elected to chair the AGM.
Item 3 – Preparation and approval of the register of voters
The register of voters that is proposed for approval under item 3 on the agenda has been prepared by the chairman based on the share register for the AGM and advance votes, and has been checked by the persons appointed to verify the documentation.
Item 4 – Election of one or two persons to verify the minutes
Stefan Beidegård and Stefan Wild or, should either one or both be unable to do so, the alternative candidate(s) recommended by the Nomination Committee are proposed for election to verify the minutes. They are also required to check the register of voters and ensure that advance votes have been correctly entered in the minutes of the Meeting.
Item 7 – Presentation of the Annual Report, the Auditor's Report and the consolidated financial statements
The Annual Report is available on the company’s website www.oem.se under Investors/Corporate Governance/Annual General Meeting and is thus proposed as being presented.
In addition, a letter from the CEO will be published prior to the AGM on the company’s website www.oem.se under Investors/Corporate Governance/Annual General Meeting with an account of the company’s business activities in the 2020 financial year.
Item 9 – Resolution regarding appropriation of the company's profit and the record date for dividends
The Board of Directors recommends to the Annual General Meeting a dividend payout of SEK 7.50 per share and Monday 26 April 2021 as the record date. If the proposal is approved by the Annual General Meeting, the dividend is expected to be paid on Thursday 29 April 2021 to shareholders who are entered in the share register on the record date.
Item 11 – Number of Board members
The Nomination Committee proposes that the Board of Directors shall comprise seven members and no deputy members.
Item 12 – Approval of the Board of Directors’ and auditor’s fees
The Nomination Committee proposes the following fees be paid to elected Board members (last year's figures are shown in parentheses): Chairman of the Board SEK 500,000 (450,000) and members not employed by the company SEK 250,000 (225,000) each. If the meeting of shareholders adopts the Nomination Committee’s proposal for Board composition, the fees will total SEK 2,000,000 (1,800,000).
The Nomination Committee proposes that the Chairperson of the Audit Committee shall be paid SEK 60,000 (50,000). No other remuneration is paid for work on committees.
It is proposed that the auditor’s fee is to be paid according to the invoice approved by the company.
Items 13 and 14 – Election of the Board members and Chairman of the Board
For the period until the next Annual General Meeting, the Nomination Committee proposes the re-election of Ulf Barkman, Mattias Franzén, Richard Pantzar, Jörgen Rosengren, Petter Stillström, and Åsa Söderström Winberg. Per Svenberg is proposed as a new member of the Board.
Petter Stillström is proposed for re-election as the Chairman of the Board.
Item 15 – Election of auditor
The Nomination Committee proposes the re-appointment of Öhrlings PricewaterhouseCoopers AB (PwC) as auditor of the company to hold office until the conclusion of the next Annual General Meeting. PwC has announced that if it is re-appointed, Martin Odqvist will continue to serve as principal auditor.
Item 16 – Presentation and approval of the remuneration report
The Board proposes that the Annual General Meeting resolves to approve the statement of remuneration paid and payable to senior executives, prepared and presented by the Board of Directors in accordance with Chapter 8, Section 53a of the Swedish Companies Act.
Item 17 – Guidelines for remuneration and other terms of employment of senior executives
The Board proposes that the 2021 Annual General Meeting resolves to adopt the following guidelines for remuneration of senior executives within the OEM Group. The guidelines cover remuneration of the Managing Director, Group management and other managers who report directly to the Managing Director.
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 level of remuneration of senior executives shall enable the company to retain qualified leaders within the organisation in the long term and also ensure it is able to recruit qualified leaders both externally and internally.
Market-competitive salaries and other remuneration terms shall apply for senior executives. Share-based compensation, so-called incentive schemes, shall be presented for approval at the Annual General Meeting.
Variable remuneration may be provided but shall be 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 shall have premium-based pension schemes, 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. Any deviation from the guidelines by the Board of Directors shall be reported in the remuneration report for the next Annual General Meeting.
The Board of Directors has appointed a Remuneration Committee. It is the duty of the Remuneration Committee to prepare the Board’s decisions on proposals for guidelines for remuneration of senior executives and any decisions concerning deviations from the guidelines. The guidelines shall apply until new guidelines have been adopted by the general meeting of shareholders. The Remuneration Committee shall also monitor the application of guidelines for remuneration of senior executives.
Decisions concerning the above require the approval of shareholders representing more than half of the votes cast.
Item 18 – Resolution on 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 2021 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 Chairman 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 2022 Annual General Meeting:
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 19 - Resolution to adopt new Articles of Association
The Board proposes that the Annual General Meeting resolves to adopt new Articles of Association as set out below, in addition to the proposed amendments to the limits to the number of shares specified in the Articles of Association as set out in item 20 below. The amendments being proposed are largely due to a change in the law. Since the Board proposes that the Annual General Meeting resolves to approve a new § 12 (Collection of powers of attorney and postal voting), the numbering of the following items will be adjusted accordingly.
Previous wording:
§ 1 Name
The company's name is OEM International Aktiebolag (publ).
Proposed wording:
§ 1 Corporate name
The company's corporate name is OEM International Aktiebolag. The company is a public limited company.
§ 11 Right to
participate in a general meeting of shareholders
As required by
Chapter 7, Section 28, paragraph 3 of the Swedish Companies Act (2005:551),
shareholders wishing to participate in a general meeting must be entered as a
shareholder in a print-out or other representation of the entire share ledger
pertaining to the circumstances, at least five business days before the
meeting, and must notify the company of their intention to participate in the
meeting by the deadline specified in the notice of the meeting. The deadline
specified in the notice must not be a Sunday, any other public holiday, a
Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and must not be
earlier than the fifth business day before the meeting. A shareholder may
attend the AGM with one or two advisors, however only if the shareholder has
notified this in accordance with the previous paragraph.
§ 11 Right to
participate in a general meeting of shareholders
A shareholder
may participate in a general meeting only if the shareholder notifies the
company no later than the deadline specified in the notice of the meeting. The
deadline specified in the notice must not be a Sunday, any other public
holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and must
not be earlier than the fifth business day before the meeting. A shareholder
may attend the AGM with one or two advisors, however only if the shareholder
notifies the company of the number of advisors in the manner specified in the
previous paragraph.
The Board of Directors has the right to decide that an individual who is not a shareholder in the company may, on the terms decided by the Board, be entitled to attend the meeting or otherwise follow the business of the meeting.
§ 12 Collection
of powers of attorney and postal voting
The Board of
Directors may collect powers of attorney in accordance with the procedure set
out in Chapter 7 Section 4 paragraph 2 of the Swedish Companies Act (2005:551).
Prior to a
general meeting of shareholders, the Board of Directors may determine that the
shareholders will be allowed to exercise their right to vote before the date of
the meeting in accordance with the provisions of Chapter 7 Section 4 a of the
Swedish Companies Act (2005:551).
§ 15 Record day
provision
The company’s
shares shall be registered in a reconciliation register as required by the
Swedish Financial Instruments Accounts Act (1998:1479).
§ 15 Record day
provision
Any shareholder
or nominee who, on the record date, is entered in the share register and listed
in a CSD register in accordance
with Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), or is listed on a record account in accordance with Chapter 4 Section 18 first paragraph 6-8 of the said Act, shall be considered eligible to exercise the rights set out in Chapter 4 Section 39 of the Swedish Companies Act (2005:551).
Item 20 – Automatic redemption procedure
To facilitate trading of company shares and alter the company's capital structure, the Board of Directors proposes that the Annual General Meeting resolves to approve an automatic redemption procedure. According to this procedure, each share will be split into four shares (a 4:1 share split), with a par value of SEK 0.417, and one of the shares will be redeemed at a redemption price of SEK 12.50. In addition to the proposed cash dividend of approximately SEK 174 million (SEK 7.50 per original share), approximately SEK 290 million will be distributed to the shareholders by way of the redemption. To enable fast and simple distribution, the Board of Directors further proposes that SEK 9,653,878.75 be transferred from non-restricted equity to share capital by way of a bonus issue. For this reason, the Board proposes that the Annual General Meeting resolves to approve the following main proposals.
A. Amendment to the Articles of Association
In order to adjust the limits to the number of shares specified in the Articles of Association for the proposed redemption scheme, the Board proposes that the Annual General Meeting approves the following amendment to Section 5 of the Articles of Association:
Current wording
The number of shares shall be at least 20,000,000 and at most 80,000,000.
Proposed wording
The number of shares shall be at least 60,000,000 and at most 240,000,000.
B. Implementation of a share split
The Board proposes that the Annual General Meeting approves a four-for-one split of the company’s shares, whereby one of the new shares is named “redemption share” in the Euroclear system and is redeemed in the manner described under C below. Each existing Class A share is split into four new Class A shares and each existing Class B share is split into four new Class B shares. The Board of Directors is authorised to set a record date for the share split with Euroclear Sweden AB, which at the time of the notice is expected to be 4 May 2021.
On completion of the share split, the number of shares in the company will increase from
23,169,309 to 92,677,236, each share with a par value of approximately SEK 0.417.
C. Reduction of the share capital for repayment to the shareholders
The Board proposes that the Annual General Meeting approves a reduction of the company’s share capital for:
(i) repayment to the shareholders of maximum SEK 289,616,362.50 by way of withdrawal (redemption) of maximum 23,169,309 shares, comprising a maximum of 4,743,696 Class A shares and a maximum of 18,425,613 Class B shares, each share with a par value of approximately SEK 0.417. The shares that are to be withdrawn are the shares which, after implementation of the share split as per item B above, are named “redemption shares” in the Euroclear system.
A cash redemption of SEK 12.50 will be paid for each share redeemed (regardless of share class), of which SEK 12.083 is above the par value of the share. In addition to the SEK 9,653,878.75 reduction, a maximum total of SEK 279,962,383.75 will be distributed using non-restricted equity. The Board has been authorised to set a record date for the right to receive the redemption amount, which at the time of the notice is expected to be 24 May 2021. Payment of the redemption amount is expected to take place on the third business day after the record date set by the Board.
(ii) provisions for an unrestricted fund, to be used as approved by shareholders at subsequent general meetings, by way of withdrawal of the Class B redemption shares held by the company on the record date.
The share redemption for repayment to the shareholders as set forth in (i) above and withdrawal of shares owned by the company for provisions for an unrestricted fund as set forth in (ii) above will reduce the company’s share capital by a total of SEK 9,653,878.75 by way of withdrawal of 23,169,309 shares in total. Following the decrease in share capital, the company’s share capital will stand at SEK 28,961,636.25 spread over 69,507,927 shares, of which 14,231,088 are Class A and 55,276,839 are Class B, each share with a par value of approximately SEK 0.417. Apart from the decrease in share capital, the company’s restricted equity will not be affected.
D. Increase of share capital by way of a bonus issue
The Board further proposes that the Annual General Meeting approves an increase in the company’s share capital by way of a bonus issue of SEK 9,653,878.75 to SEK 38,615,515 by transferring SEK
9,653,878.75 from non-restricted equity. No new shares will be issued in connection with the share capital increase.
Following the increase in share capital, the number of shares in the company will total 69,507,927, of which 14,231,088 are Class A and 55,276,839 are Class B, each share with a par value of approximately SEK 0.556.
Majority requirements
The resolutions of the Annual General Meeting on the proposals in items 20 A-D above are conditional on each of the resolutions being passed in order for the proposed automatic redemption procedure to be adopted. In order for the resolution to implement the redemption scheme to be valid, it must be supported by at least two-thirds of both the votes cast by shareholders and the shares represented at the meeting.
Finally, the Board proposes that the Annual General Meeting resolves to authorise the company’s Board and the Managing Director to make minor adjustments to the resolutions in items 20 A-D above as may be required in connection with the registration of the resolutions.
Item 21 – Resolution to give the Board of Directors authorisation to decide on a new share issue
The Board proposes that the Annual General Meeting shall give the Board authorisation to issue new Class B shares in connection with a business combination. If the Annual General Meeting votes in favour of the above resolution in item 19, this authorisation shall amount to a maximum of 5,400,000 shares. If the meeting votes against the above resolution in item 19, this authorisation shall amount to a maximum of 1,800,000 shares.
The Board shall be able to decide on new issues with decisions on subscriptions in kind or otherwise, and thereby be able to deviate from the preferential rights of shareholders. The authorisation shall remain in effect until the next Annual General Meeting.
Item 22 – Resolution to give the Board of Directors authorisation to decide on acquisition and transfer of company shares
The Board proposes that the Annual General Meeting shall give the Board authorisation 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.
For the above resolution to be passed, it must be approved by shareholders who represent at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 23 – Resolution on power to make adjustments
The Board of Directors or the person appointed by the Board shall be given the power to make the minor adjustments to the resolutions adopted by the meeting that may prove to be necessary for the registration of the resolutions.
Other information
At the date of notice, the total number of shares in the company amounted to 23,169,309, of which 4,743,696 are Class A and 18,425,613 are Class B. The total number of voting rights in the company is 65,862,573. The company has a holding of 61,847 Class B shares which cannot be represented at the AGM.
Documentation
All of the Board’s proposed resolutions, 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 its website, www.oem.se, at least three weeks before the AGM and will be sent to shareholders who so request and state their address.
Disclosures
Shareholders are entitled to request disclosures in accordance with Chapter 7, Section 32 of the Swedish Companies Act at the AGM. The request must be submitted in writing by a shareholder to the company at this address, OEM International AB, Anna Enström, Box 1009, 573 28 Tranås, Sweden. Alternatively it can be sent by email to [email protected] by 12 April 2021 at the latest. The disclosures will be made available at the company’s office at the above address and on the company’s website www.oem.se by 17 April 2021 at the latest. The disclosures will also be sent by this date to the shareholder who requested them, if an address is provided.
Processing of personal data
For information on how your personal data are processed, please see the company’s Privacy policy for the General Meeting of Shareholders, which is available on the company’s website www.oem.se under Investors/Corporate Governance/Annual General Meeting.
