Notice annual general meeting 2022

The shareholders of OEM International AB, Corp. ID no. 556184-6691 are hereby invited to attend the ANNUAL GENERAL MEETING 

on Thursday 26 April 2022 in Tranås, Sweden

 

Registration

Shareholders wishing to attend the Meeting must:

- be entered in the share register held by Euroclear Sweden AB by 14 April 2022 at the latest; if the shares are held in a nominee account, contact the nominee to request that the shareholding be entered on the share register for entitlement to vote by 20 April 2022 at the latest, and

- notify the company by Thursday 14 April 2022 at the latest at this address

OEM International AB

Box 1009, 573 28 Tranås, Sweden

Tel: +46 (0)75-242 40 05 or by e-mail: [email protected]

 

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 Euroclear Sweden AB in order to be able to attend and vote at the Meeting (voting right registration). As stated above, the broker must have completed the voting right registration with Euroclear Sweden AB by 20 April 2022 at the latest. Shareholders must therefore contact their nominee in good time before this date and register their shareholding in accordance with the instructions of the nominee.

 

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 For Investors/Corporate governance/Annual General Meeting. To receive the power of attorney form by post, contact OEM International AB, Anna Enström on +46 (0)75-242 40 05.

 

Proposed Agenda

  1. Call to order
  2. Election of a chair of the Meeting
  3. Preparation and approval of the voting register
  4. Election of one or two persons to countersign the minutes
  5. Determination of whether the meeting has been duly convened
  6. Approval of the agenda
  7. 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 2021
    - Questions regarding the business and operations in 2021
  8. Report on the work of the Board of Directors
  9. Resolution to approve the income statement and balance sheet, and the Group's statement of comprehensive income and statement of financial position
  10. Resolution to approve appropriation of the company's profit according to the adopted balance sheet
  11. Resolution to discharge the Board members and the Managing Director from liability for the financial year
  12. Resolution on the number of Board members
  13. Resolution on remuneration of the Board of Directors and the auditors
  14. Election of the Board of Directors
  15. Election of the Chairman of the Board
  16. Election of auditors
  17. Presentation and approval of the remuneration report
  18. Resolution on guidelines for remuneration and other employment terms for senior executives
  19. Resolution on the principles for the Nomination Committee
  20. Automatic redemption procedure, to include resolutions regarding:
    1. implementation of a share split,
    2. reduction of the share capital through redemption of shares, and
    3. increase of the share capital through a bonus issue
  21. Resolution to grant the Board of Directors authority to decide on new issues of shares
  22. Resolution to grant the Board of Directors authority to acquire and transfer treasury shares
  23. Resolution on the issuance of call options on repurchased shares and the transfer of repurchased shares to executives
  24. Resolution on authority to revise
  25. Closing of the Meeting
  26. Interim Report January – March 2022

 

Nomination Committee

The Nomination Committee, which was appointed according to the policies adopted at the 2021 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 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 SEK 2.75 per share and set Thursday 28 April 2022 as the record date. If this is approved by the Annual General Meeting, the dividend is expected to be paid on Tuesday 3 May 2022 to shareholders who are registered on the share register on the record date.

 

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 SEK 500,000 (500,000) and members not employed at the company SEK 250,000 (250,000). If shareholders vote in favour of the Nomination Committee's proposal on the composition of the Board, the sum of the fees will be SEK 2,000,000 (2,000,000).

The Nomination Committee proposes that the chair of the Audit Committee shall be paid SEK 60,000 (60,000). No other remuneration is paid for work on committees.

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 Ulf Barkman, Mattias Franzén, Richard Pantzar, Jörgen Rosengren, Petter Stillström, Per Svenberg and Åsa Söderström Winberg be re-elected to serve until the next Annual General Meeting.

Petter Stillström is proposed for re-election as the Chairman of the Board.

 

Item 16 – Election of auditor

The Nomination Committee proposes that Öhrlings PricewaterhouseCoopers AB (PwC) be re-elected to serve as the auditor of the company until the next Annual General Meeting. PwC has announced that should it be re-elected to serve as the auditor of the company, Frida Wengbrand will be appointed as the new principal auditor.

 

Item 17 Presentation and approval of the remuneration report

The Board of Directors recommends that shareholders vote to approve the report of remuneration paid and payable 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 2022 Annual General Meeting vote in favour of the following guidelines for remuneration of senior executives within the OEM Group. The guidelines relate to 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 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, this must be reported in the remuneration report presented at the 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 2023 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 2023 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 – Automatic redemption procedure
To facilitate trading of company shares and alter the company's capital structure, the Board of Directors recommends that the Annual General Meeting votes to approve an automatic redemption procedure. This means that each share is split into three shares (a 3:1 share split) with a par value of SEK 0.185, and one of the shares will be redeemed for SEK 3.25. This redemption will result in a distribution of approximately SEK 226 million to the shareholders in addition to the proposed cash dividend of approximately SEK 191 million (SEK 2.75 per original share). The Board of Directors further proposes that, in order to make the distribution straightforward and time efficient, a bonus share issue be allocated by transferring SEK 12,871,838.33 from non-restricted equity to the share capital. The Board of Directors therefore recommends that shareholders vote to approve the following main proposals.
A.   Division of shares

The Board of Directors recommends that shareholders vote to approve a division of the company's shares, a so-called share split, by which each share is split into three shares. One of the new shares will be called a “redemption share” in the Euroclear system and will be withdrawn as stated in item B below. Each existing Class A share is split into three new Class A shares and each existing Class B share is split into three new Class B shares. The Board of Directors is granted authority to set a record date for the share split with Euroclear Sweden AB. At the time of the Notice, this is expected to be 9 May 2022.

After implementation of the share split, the number of shares in the company will increase from
69,507,927 to 208,523,781, each share with a face value of approximately SEK 0.185.

B.    Reduction of the share capital for repayment to the shareholders

The Board of Directors recommends that shareholders vote in favour of the resolution on a reduction of the company's share capital for:

(i)  repayment of a maximum of SEK 225,900,762.75 to the shareholders through a withdrawal (redemption) of at most 69,507,927 shares, of which no more than 14,231,088 Class A shares and no more than 55,276,839 Class B shares, each share with a face value of approximately SEK 0.185. The shares that are to be withdrawn are the shares which, after implementation of the share split as per item A., are called “redemption shares” in the Euroclear system.

A SEK 3.25 cash redemption amount will be paid for each redeemed share (regardless of share class) of which SEK 3.065 exceeds the face value of the share. In addition to the reduction amount of SEK 12,871,838.33, an amount totalling no more than SEK 213,028,924.42 will be distributed, whereby non-restricted equity shall be used. The Board of Directors is granted authority to set a record date for the right to receive the redemption amount. At the time of the Notice, this is expected to be 27 May 2022. Payment for the redemption amount is expected to take place on the third business day after the record date set by the Board.

(ii) allocation to an unrestricted fund to be used as decided and approved by shareholders at future annual general meetings, through withdrawal of the Class B redemption shares that are held by the company on the record date.

The share redemption for repayment to the shareholders as per item (i) above, and withdrawal of shares held by the company for allocation to an unrestricted fund as per item (ii) above, will result in a SEK 12,871,838.33 reduction of the company's share capital through withdrawal of 69,507,927 shares in total. The company's share capital will after this reduction be SEK 25,743,676.67, comprising 139,015,854 shares, of which 28,462,176 are Class A shares and 110,553,678 are Class B shares, each share with a face value of approximately SEK 0.185. Apart from the reduction of the share capital, the company's restricted equity will not be affected.

C.   Increase of the share capital through a bonus issue

The Board of Directors further recommends that shareholders vote to approve a bonus issue to increase the company's share capital by SEK 12,871,838.33 to SEK 38,615,515 by transferring
SEK 12,871,838.33 from non-restricted equity. No new shares are to be issued in connection with the share capital increase.

After the share capital increase, the number of shares in the company will be SEK 139,015,854, of which 28,462,176 are Class A shares and 110,553,678 are Class B shares, each share with a face value of approximately SEK 0.278.

Majority requirements

The resolutions of the Annual General Meeting on the proposals in items 20 A-C above are conditional on each of the resolutions being passed in order for the proposed automatic redemption procedure to be adopted.

The resolution must be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the Meeting in order for the resolution to implement the redemption scheme to be valid.

Finally, the Board of Directors recommends that shareholders at the Annual General Meeting grant the Board and the Managing Director of the company authority to make minor revisions to the resolutions presented in items 20 A-C above as may be required for registration of the resolutions.

 

Item 21 – 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 a business combination. If the shareholders vote in favour of item 20 above, the company is authorised to issue a maximum of 10,800,000 shares. If the shareholders vote against item 20 above, the company is authorised to issue a maximum of 5,400,000 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 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 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 23 – Resolution on the issuance of call options on repurchased shares and the transfer of repurchased shares to executives

The Board of Directors recommends that shareholders at the Annual General Meeting resolve to adopt a long-term incentive scheme, 2022 Share-related incentive scheme (“the Scheme”). It is proposed that the Scheme shall include approximately 40 executives in the OEM Group and offer them the opportunity to acquire call options at market price on repurchased Class B shares in OEM and that the participants will receive, after two years, a certain subsidy on the premium paid.

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 160,000 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*.

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 OEM Group, through an investment of their own, to benefit from and drive growth in the share value of the company, thereby strengthening the community of interest between these executives and the company's shareholders. The purpose of the Scheme is also to contribute to a long-term increase in share ownership by executives in the company. Furthermore, it is expected that the Scheme will create the framework for retaining and hiring competent and committed personnel to the OEM Group. Against this background, the Board of Directors is of the opinion that the introduction of the Scheme will have a positive effect on the future growth and development of the OEM Group and that both the shareholders and the company will benefit from the Scheme.

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:

  1. The number of call options to be issued shall not exceed 160,000*, corresponding to approximately 0.12 per cent of the total number of shares and approximately 0.04 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 1 March 2025 through 15 June 2025. Acquisitions of shares cannot, however, take place during any period when trading in shares in the company is prohibited by Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation), or any other applicable legislation in force at any given time.
  2. 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 9 May 2022 through 20 May 2022.
  3. The right to acquire call options shall be granted to approximately 40 members of the Group management and other executives in the OEM Group. Members of the Group management shall be offered a maximum of 6,000 call options* per individual and other executives shall be offered a maximum of 3,000 call options*.
  4. The individuals concerned shall have the right to acquire call options provided they are employees of the company at the time of acquisition.
  5. 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.
  6. 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.
  7. Individuals who are interested in acquiring the call options shall submit their interest by 10 June 2022.
  8. 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 16 May 2022 through 20 May 2022.
  9. The issuance of call options to employees outside of Sweden depends on tax effects, that there are no legal impediments and that the Board of Directors considers that the allocation can be performed with reasonable administrative and financial resources. The Board of Directors shall be entitled to make such minor revisions to the Scheme as required by applicable foreign legislation and regulations.
  10. 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.
  11. 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 June 2024, provided that the option holder is still employed in the company and still owns options at that time.
  12. 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 European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation), or any other applicable legislation in force at any given time.
  13. The Board of Directors is responsible for the preparation and management of the Scheme within the framework of the conditions and guidelines stated above.
  14. 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 June 2024 as stated above, and social security costs related to the subsidy, preliminarily amounting to approximately SEK 4.2 million. The option premium that the company receives upon the transfer of the call options offsets the subsidy, which is why the Scheme does not entail any material net cost to the company's equity.
  15. The proposed resolutions must be passed at the General Meeting of shareholders by at least nine-tenths of the votes cast as well as at least nine-tenths of the shares represented at the General Meeting.

The number of shares and the number of call options are specified on condition that the General Meeting passes the resolution on a 3:1 split in combination with automatic redemption. Should the General Meeting not pass this resolution, the number of shares and the number of call options shall be the specified number divided by 2.

 

Item 24 – 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 69,507,927, of which

14,231,088 are Class A and 55,276,839 are Class B. The total number of voting rights in the company is 197,587,719. The company has a holding of 185,541 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 For Investors/Corporate governance/Annual General Meeting.

 

Tranås, Sweden, 24 March 2022

OEM International AB

BOARD OF DIRECTORS