ANNUAL GENERAL MEETING
OEM International AB (publ)
Wednesday 22 April 2020, at 4.00 pm
at Badhotellet's Conference Centre, Ågatan 16, Tranås, Sweden
Agenda
The Nomination Committee, which was appointed according to the policies adopted at the 2019 Annual General Meeting, comprises Petter Stillström (Chairman of the Nomination Committee) representative for AB Traction, Richard Pantzar representative for Orvaus AB, Mattias Franzén representative for Siv Franzén and Agne Svenberg representative for Agne Svenberg and the estate of Inger Svenberg, who together represent approximately 79% of the voting rights and approximately 41% of the capital in the company.
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The Nomination Committee proposes that the Chairman of the Board, Petter Stillström, is elected as Chairman of the Annual General Meeting.
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The Board of Directors of OEM has decided to withdraw the previously communicated proposal to the Annual General Meeting 2020 for a dividend of SEK 7.00 per share. The decision was made in the light of the prevailing global environment, due to the outbreak of Covid-19 and its effects on the outside world and markets, and the risk of the outbreak's potential financial impact on OEM's operations and result.
The Board of Directors proposal thus means that retained earnings and the year earnings will be carried forward.
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Item 11 – Number of Board members and deputy members
The Nomination Committee proposes that the Board of Directors shall comprise seven members and no deputy members.
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Item 12 – Determination of remuneration to the Board of Directors and the auditors
The Nomination Committee proposes that a total remuneration of SEK 1,800,000 be paid to the Board of Directors, of which SEK 450,000 is to be paid to the Chairman of the Board, and SEK 225,000 to each of the other Board members appointed by the Annual General Meeting who are not employees of OEM.
The Nomination Committee proposes that the Chairperson of the Audit Committee shall be paid SEK 50,000. No other remuneration is paid for work on committees.
It is proposed that the audit fee be paid in accordance with an approved invoice.
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Items 13 and 14 – Election of the Chairman of the Board and other Board members
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, Agne Svenberg and Åsa Söderström Winberg who are presiding members of the Board. Petter Stillström is proposed for re-election as the Chairman of the Board.
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Item 15 – Election of auditors
The Nomination Committee proposes the re-election of the audit company Öhrlings PricewaterhouseCoopers AB (PwC) for the period until the next Annual General Meeting. PwC has announced that if it is re-elected, Martin Odqvist will continue to serve as principal auditor.
Item 16 – Guidelines for remuneration and other employment terms for senior executives
The Board proposes that the 2020 Annual General Meeting adopts 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 achieve this, the company has defined five strategic areas; growth, range, marketing activities, logistics and employees and leaders, which are important to the company’s future development and success and for achieving 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 seven 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. However, there is an exception in an agreement signed in 2001, where severance pay, amounting to six (6) months' salaries, may be made upon termination by the company when the employee reaches the age of 55. The severance pay does not involve the obligation to work. This exception means a maximum of 18 monthly salaries upon termination by the company.
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.
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Item 17 - Resolution regarding 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 2021 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.
Decisions concerning the above require the approval of shareholders representing more than half of the votes cast.
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Item 18 - Resolution to authorise the Board of Directors to resolve on a new share issue
The Board of Directors requests the Annual General Meeting to grant the Board authorisation to issue up to 1,800,000 new Class B shares in connection with a business combination.
The Board shall be able to decide on new issues with decisions on subscription in kind 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 approval of shareholders representing more than half of the votes cast.
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Item 19 - Resolution to grant the Board of Directors authorisation to resolve on the acquisition and transfer of the company's shares
The Board proposes that the Annual General Meeting shall grant 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.
The Annual General Meeting's approval of this proposal is effective only if supported by shareholders with at least 2/3 of the votes cast as well as of the shares represented at the Meeting.
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Other information
At the date of notice, the total number of shares in the company amounted to 23,169,309, whereof 4,767,096 are Class A and 18,402,213 are Class B shares. The total number of voting rights in the company is 66,073,173. The company has a holding of 61,847 Class B shares which cannot be represented at the Annual General Meeting.
