Notification of Catena’s 2023 Annual General Meeting
Shareholders of Catena AB (publ) are hereby invited to attend the Annual General Meeting on Thursday 27 April 2023 16:00 CEST, at Clarion Hotel Sea U, Kungsgatan 1, in Helsingborg, Sweden.
23 March 2023, 1.00 p.m.
A shareholder who wishes to participate in the Annual General Meeting must (i) be included as a shareholder in the share register maintained by Euroclear Sweden AB regarding the status on 19 April 2023, and (ii) notify the Company of their and eventual proxies intention to attend the Annual General Meeting on 21 April 2023 at latest via the Company webpage www.catena.se. Notification can also be made by phone +46 (0)8-402 91 33 pr by mail to the address Catena AB (publ), Årsstämma, c/o Euroclear Sweden, Box 191, 101 23 Stockholm.
Shareholders who can’t attend the Annual General Meeting can exercise their voting rights by postal vote or digitally through BankID. Same procedure goes for the proxies or external parties. For ongoing and latest information regarding the Annual General Meeting, please visit https://www.catena.se/om-oss/bolagsstyrning/arsstamma/.
When registering, the name, address, telephone and personal or corporate identity number, as well as registered shareholding, must be stated. Any power of attorneys must be in writing and submitted at the Annual General Meeting at latest. Proxy forms are available at www.catena.se and at the head office on Landskronavägen 23 in Helsingborg and are sent to shareholders on request. Authorization documents (certificate of registration or equivalent) must also be attached to a power of attorney issued by a legal entity.
To be entitled to participate in the Annual General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Annual General Meeting, re-register the shares in their own name so that the shareholders are registered in the share register on 19 April 2023. Such registration may be temporary (so-called ”voting right registration”) and may be requested from the nominee in accordance with the nominee’s procedures at a time in advance as determined by the nominee. Voting right registration carried out not later than 21 April 2023, will be taken into account in the preparation of the share register.
Postal voting
Shareholders may exercise their voting rights at the Annual General Meeting solely by voting in advance, that is, by using postal voting. A special form is to be used for postal voting. This form is valid as notification of attendance at the Annual General Meeting and is available on Catena’s website, www.catena.se. The completed and signed form must be submitted to Euroclear Sweden AB no later than 21 April 2023 and be addressed to Catena AB (publ), ”Årsstämma”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm. Completed and signed forms can also be sent by e-mail and are to be sent to generalmeetingservice@euroclear.com (state ”Catena AB – poströstning”). Shareholders who are natural persons may also submit postal votes electronically through verification using the BankID security app via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/. Such electronic votes must be submitted by 21 April 2023 at the latest.
To a certain extent, the same rules apply to postal voting as to personal participation. This entails that shareholders must be registered in the Company’s share register and must have registered their intention to participate in the Meeting, and if their shares are registered with a nominee, they must ensure that the shares are re-registered in their own name no later than on the dates provided above.
The shareholder is not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, the vote is rendered invalid in its entirety.
When casting a postal vote through a proxy, the shareholder must issue a written and dated power of attorney. If the shareholder is a legal entity, the existing registration certification or an equivalent authorisation document must be submitted along with the form.
For questions regarding the Annual General Meeting or to have the postal voting form sent by post, please contact Euroclear Sweden AB on Tel: +46 (0)8 402 91 33
Accounting information and complete proposals
Accounting information, audit report, complete proposals for decisions, the Board’s considered statements and accounts, the remuneration guidelines, remuneration report, etc., and auditors’ opinions, in accordance with the points below, as well as proxy forms and postal voting forms, are available at www.catena.se and at the Company’s head office on Landskronavägen 23 in Helsingborg from 6 April 2023 at the latest. Copies will be sent to shareholders who so request and state their address.
Disclosures at the Annual General Meeting
Shareholder are entitled to request that the Board and the Chief Executive Officer disclose information in accordance with Chapter 7, Section 32 of the Companies Act. Information shall be disclosed if the Board assesses it can be done without causing significant harm for the Company.
Proposed agenda
- Opening of the Meeting
- Election of the Chairman for the Meeting
- Preparation and approval of voting list
- Approval of the agenda
- Selection of one or more persons to check the minutes
- Determination of whether the Meeting has been duly convened
- Account of the work of the Board and its committees
- Presentation by the Chief Executive Officer
- Presentation of the Annual Report and Audit Report for 2022, and the Audit Report for the consolidated accounts for 2022
- Decision on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- Decisions on the distribution of the unappropriated profits at the disposal of the Meeting
- Resolution on discharge from liability for Board Members and the Chief Executive Officer
- Determination of the number of Board Members
- Determination of Board and auditors’ fees, etc.
- Election of Board Members
- Election of auditor
- Instructions for the Nomination Committee
- Adoption of remuneration guidelines
- Presentation and approval of remuneration report
- Authorisation for buyback of Catena shares
- Authorisation for disposal of Catena shares
- Authorisation to issue new shares or convertible bonds
- Resolution on amendment of the Articles of Association
- Other matters
- Closing of the Meeting
Proposal for decisions
Item 2
The Nomination Committee proposes that Chairman of the Board Lennart Mauritzson be elected Chairman of the Meeting.
Item 3
The voting list that is proposed for resolution is the voting list that has been prepared by Euroclear Sweden AB based on the shareholders’ register and received postal votes, verified and approved by the minute-checkers.
Item 5
The persons proposed as minute-checkers for the shareholders’ meeting, alongside the Chairman, are Göran Hellström and Pär Lövgren, or if either or both are unable to participate, the person or persons nominated by the Board of Directors. The duties of the minute-checkers are also to verify the list of voters and that the postal votes received are correctly recorded in the minutes of the Meeting.
Item 11
The Board proposes that a dividend of SEK 8.26 per share be paid for 2022 (previously SEK 8.00 per share) to be disbursed on two occasions, each at SEK 4.13 per share. The record dates for receipt of dividends are proposed as 2 May 2023 and 2 November 2023. If the Meeting approves the proposal, payment is expected to be made from Euroclear Sweden AB on 5 May 2023 and 7 November 2023, respectively.
Item 13
The Nomination Committee proposes that the Company’s Board of Directors shall consist of eight (8) ordinary Board Members with no deputies.
Item 14
The Nomination Committee proposes that fees be paid to the Board of Directors in the amount to SEK 410,000 (previously SEK 400,000) to the Chairman and SEK 205,000 (previously SEK 200,000) to each of the other Board Members who are not employed by the Company. For work on the Remuneration Committee, additional remuneration of SEK 80,000 (SEK 80,000) is to be paid, to be distributed in the amount of SEK 40,000 (SEK 40,000) to the chairman of the Committee and SEK 20,000 (SEK 20,000) to each of the other two members; for the Audit Committee, remuneration of SEK 140,000 (SEK 100,000) is to be paid, to be distributed in the amount of SEK 70,000 (SEK 50,000) to the chairman of the Committee and SEK 35,000 (SEK 25,000) to each of the other two members. Accordingly, it is proposed that total remuneration to members amount to SEK 2,065,000 (previously SEK 1,980,000). It is proposed that fees to the auditors be paid according to customary standards and approved invoicing.
Item 15
The Nomination Committee proposes that Lennart Mauritzson, Hélène Briggert, Gustaf Hermelin, Vesna Jovic, Magnus Swärdh, Joost Uwents, Katarina Wallin and Caesar Åfors be re-elected as ordinary Board members, and that Lennart Mauritzson be re-elected as Chairman of the Board. Details of the members are available at www.catena.se.
Item 16
The Nomination Committee proposes that registered accounting firm KPMG be re-elected as auditor, with authorised public accountant Camilla Alm-Andersson as the principal auditor. Information about the proposed auditors and the principal auditor can be found at www.kpmg.se and www.catena.se.
Item 17
The Nomination Committee proposes that the Meeting resolves to adopt unchanged instructions for the Nomination Committee. It is proposed that the Nomination Committee consist of four members – representing the four largest shareholders at the beginning of October alongside the Chairman of the Board. No fees are to be paid to the members of the Nomination Committee.
The instructions for the Nomination Committee shall comply with the Swedish Code of Corporate Governance (the Code) unless deviations are justified and reported in the Corporate Governance Report.
Item 18
The Board of Directors shall draw up proposals for new guidelines for senior executives as least every four years. Reviews are made on an annual basis and the Boards review before the Annual General Meeting 2023 haven’t warranted any significant changes.
Item 19
The Board of Directors has prepared a remuneration report that describes the application of the Company’s remuneration policy and presents the remuneration to the Company’s management body during the 2022 financial year. The Board of Directors proposes that the Annual General Meeting approve the remuneration report. The remuneration report is available at www.catena.se.
Item 20
The Board proposes that the Meeting authorise the Board to decide, until the next Annual General Meeting, on the acquisition of at most 1/10 of all shares with funds available for the distribution of earnings. Decisions may be made on one or several occasions. The authorisation includes the right to decide to deviate from shareholders’ preferential rights. For acquisitions on Nasdaq Stockholm, the price shall be within the registered price interval at any given time. Shares may be acquired to adjust the capital structure, to be used in financing acquisitions or other transactions, or otherwise for disposal or redemption.
Item 21
The Board proposes that the Meeting authorise the Board to decide, until the next Annual General Meeting, on the disposal of at most 1/10 of all shares. Decisions may be made on one or several occasions. The authorisation includes the right to decide to deviate from shareholders’ preferential rights, to determine the terms for this and the manner in which disposal takes place. Disposals may be made in connection with possible acquisitions or other structural transactions or through sale on the open market. For disposals via Nasdaq Stockholm, sales are to be made at the prevailing market price.
Item 22
The Board proposes that the Meeting authorise the Board, on one or more occasions prior to the next Annual General Meeting, to issue new shares or convertible bonds, with or without preferential rights for shareholders to participate in the issue and with or without provisions regarding payment in kind or set-off. The authorisation may cover at most a combined 1/10 of the total number of shares outstanding at the time of the Board’s first decision to issue shares. New share issues are to be implemented on the usual market terms.
It is proposed that authorisations to implement acquisitions and new share issues be limited so that the number of shares acquired by the Company itself, and the number of new shares issued, including the number of new shares which may be issued following conversion of issued convertible bonds, in accordance with decisions by the Board of Directors, would combined correspond to at most 1/10 of all shares outstanding in the Company.
The purpose of the authorisation under items 19-22 is to be able to continuously adapt the Company’s capital requirements and thereby contribute to increased shareholder value and to be able to transfer shares in connection with financing of possible property or company acquisitions, through payment with the Company’s own shares.
Item 23
The Board proposes that the Meeting resolve to amend §§ 4 and 5 in the Articles of Association as follows (the Articles and amendments are in and made to text in Swedish text, only translated here):
Current provisions:
§ 4 Aktiekapitalet
Bolagets aktiekapital ska vara lägst femtiofemmiljoner (55.000.000) kronor och högst tvåhundratjugomiljoner (220.000.000) kronor
§ 4 Share capital
The Company’s share capital shall be at least fifty-five million Swedish kronor (SEK 55,000,000) and at most two hundred and twenty million Swedish kronor (SEK 220,000,000).
§ 5 Antalet aktier
Antalet aktier ska vara lägst tolvmiljonerfemhundratusen (12.500.000) och högst femtiomiljoner (50.000.000).
§ 5 Number of shares
The number of shares shall be a minimum of twelve million, five hundred thousand (12,500,000) and a maximum of fifty million (50,000,000).
Proposed provisions:
§ 4 Aktiekapitalet
Bolagets aktiekapital ska vara lägst etthundranittioåttamiljoner (198.000.000) kronor och högst sjuhundranittiotvåmiljoner (792.000.000) kronor.
§ 4 Share capital
The Company’s share capital shall be at least one-hundred-ninety-eight million Swedish kronor (SEK 198,000,000) and at most seven-hundred-ninety-two million Swedish kronor (SEK 792,000,000).
§ 5 Antalet aktier
Antalet aktier ska vara lägst fyrtiofemmiljoner (45.000.000) och högst etthundraåttiomiljoner (180.000.000).
§ 5 Number of shares
The number of shares shall be a minimum of forty-five million, (45,000,000) and a maximum of one-hundred-eighty million (180,000,000).
Position of the principal shareholders
Shareholders representing approximately 45,1 percent of the total votes in the Company have stated their intention to vote in favour of the proposals.
Number of shares and votes
At the time of issue of this Notice, the total number of registered shares and the total number of voting rights in the Company each amounted to 49,884,384. The Company holds no treasury shares.
Processing of personal data
In connection with the notification of participation on the Annual General Meeting, the Company will process shareholders’ personal data as requested above. The personal data collected from the share register, notification of participation in the Annual General Meeting and information on proxies and assistants will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, in the minutes of the meeting. These personal data will be used only for the Annual General Meeting. For further information on the Company’s processing of personal data in connection with the Annual General Meeting, see Catena’s Personal Data Policy in general at www.catena.se under the heading “Personal Data Policy” (which is available under the section “About us”) and, in particular, the privacy policy for general meetings: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Helsingborg, March 2023
Catena AB (publ)
Board of Directors
For further information, please contact
Lennart Mauritzson, Chairman of the Board, Tel. + 46 725-70 80 80, mauritzson@backahill.se
Jörgen Eriksson, CEO, Tel. + 46 730-70 22 42, jorgen.eriksson@catena.se
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