Notice of the annual general meeting of Coor Service Management Holding AB

THE ENGLISH TEXT IS A TRANSLATION OF THE SWEDISH ORIGINAL VERSION. IN THE EVENT OF A CONFLICT BETWEEN THE ENGLISH AND THE SWEDISH TEXTS THE SWEDISH TEXT SHALL PREVAIL.

 

The board of directors has decided that the annual general meeting should be conducted by way of postal voting pursuant to temporary legislation being in effect in 2022. This means that the general meeting will be held without the physical presence of shareholders, representatives or third parties and that the shareholders should be able to exercise their voting rights only by post before the meeting.

 

A presentation by the CEO AnnaCarin Grandin will be available on the company’s website, www.coor.com, on Friday, April 29, 2022. Information on the resolutions passed at the meeting will be disclosed on Friday, April 29, 2022, as soon as the outcome of the postal voting has been finally confirmed.

 

REGISTRATION AND NOTIFICATION

A person who wishes to participate in the annual general meeting by postal voting must:

• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Thursday, April 21, 2022,
• give notice of participation no later than Thursday, April 28, 2022, by casting its postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by Computershare AB no later than that day.

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Thursday, April 21, 2022. Such registration may be temporary (so-called voting rights registration). In order for the registration to be effectuated on Thursday, April 21, 2022, the shareholder should contact its bank or trustee well in advance of that date. Voting rights registrations that have been made by the nominee no later than Monday, April 25, 2022, will be taken into account in the presentation of the share register.

 

POSTAL VOTING

The board of directors has decided that the shareholders should be able to exercise their voting rights only by postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The form for postal voting is available on the company’s website, www.coor.com. Completed and signed form for postal voting can be sent by mail to Computershare AB, ”Coor Service Management Holding AB’s Annual General Meeting”, P.O. Box 5267, SE-102 46 Stockholm, Sweden or by e-mail to coor@computershare.se. The completed and signed form must be received by Computershare AB no later than Thursday, April 28, 2022. Shareholders may also cast their votes electronically through verification with BankID via the company’s website, www.coor.com. Such electronic votes must be submitted no later than Thursday, April 28, 2022.

If the shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form. Proxy forms in Swedish and English are available on the company’s website, www.coor.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.

The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

 

PROPOSED AGENDA

1. Election of a chairman of the meeting.
2. Election of one or two persons who shall approve the minutes.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Determination as to whether the meeting has been duly convened.
6. Presentation of the annual report and the audit report as well as the consolidated accounts and the audit report for the group, as well as the statement of the auditor regarding the application of guidelines for remuneration which have applied since the annual general meeting 2020.
7. Resolutions regarding:
   1. the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
   2. allocation of the company’s profits in accordance with the adopted balance sheet, and
   3. discharge from liability for the members of the board of directors and the CEO.
      1. Anders Ehrling
      2. Mats Granryd
      3. Mats Jönsson
      4. Monica Lindstedt
      5. Magnus Meyer
      6. Kristina Schauman
      7. Heidi Skaaret
      8. Glenn Evans (employee representative)
      9. Linus Johansson (employee representative)
      10. Rikard Milde (employee representative)
      11. Urban Rääf (employee representative)
      12. AnnaCarin Grandin (CEO)
8. Determination of fees for members of the board of directors and auditors.
9. Determination of the number of members of the board of directors and the number of auditors and deputy auditors.
10. Election of the members of the board of directors, chairman of the board of directors as well as auditors and deputy auditors.

Members of the board of directors

1. Mats Granryd (re-election)
2. Magnus Meyer (re-election)
3. Kristina Schauman (re-election)
4. Heidi Skaaret (re-election)
5. Karin Jarl Månsson (new election)
6. Linda Wikström (new election)

Chairman of the board of directors

7. Mats Granryd (re-election)

Auditors

8. Öhrlings PricewaterhouseCoopers AB (re-election)

11. Resolution on remuneration guidelines for group executive management.
12. Resolution on approval of remuneration report.
13. Resolution on long-term incentive program (LTIP 2022) in accordance with (A) and hedging arrangements relating thereto in accordance with (B) or (C).
14. Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of own shares.
15. Resolution on authorisation for the board of directors to resolve on new issues of shares.

 

PROPOSALS BY THE NOMINATION COMMITTEE (ITEMS 1 AND 8–10)

The nomination committee in respect of the annual general meeting 2022 has consisted of Jan Särlvik (Nordea Funds, chairman), Henrik Didner (Didner & Gerge Funds), Ulrika Danielson (Second AP Fund), Sophie Larsén (First AP Fund) and the chairman of the board of directors Mats Granryd.

The nomination committee has proposed the following.

Item 1 Mats Granryd as chairman of the annual general meeting.

Item 8 Fees to the board of directors elected by the annual general meeting and not employed by the company as well as fees for committee work in accordance with the following:

• Board member: SEK 305,000
• Chairman of the board of directors: SEK 855,000
• Board member who is a member of the audit committee: SEK 110,000
• Chairman of the audit committee: SEK 220,000
• Board member who is a member of the remuneration committee: SEK 50,000
• Chairman of the remuneration committee: SEK 75,000
• Board member who is a member of the project committee: SEK 75,000
• Chairman of the project committee: SEK 100,000

The fees to the board of directors is proposed to be increased from SEK 295,000 to SEK 305,000; the fee to the chairman of the board of directors is proposed to be increased from SEK 825,000 to SEK 855,000; the fee to a member of the audit committee is proposed to be increased from SEK 100,000 to SEK 110,000; and the remuneration of the chairman of the audit committee is proposed to be increased from SEK 200,000 to SEK 220,000. The proposed fees to the board of directors are otherwise unchanged in comparison with the fees decided at the previous annual general meeting. Fees to the auditor shall be paid in accordance with approved invoices.

Item 9 Six board directors and no deputies. One auditor and no deputies.

Item 10 Re-election of Mats Granryd, Magnus Meyer, Kristina Schauman and Heidi Skaaret as board members. New election of Karin Jarl Månsson and Linda Wikström as board members. Re-election of Mats Granryd as chairman of the board of directors.

In accordance with the recommendation by the audit committee, re-election of Öhrlings PricewaterhouseCoopers AB as auditor.

Information regarding the proposed board members is available at the company’s website, www.coor.com.

 

THE BOARD’S PROPOSAL ON ONE OR TWO PERSONS WHO SHALL APPROVE THE MINUTES (ITEM 2)

The board of directors proposes Jonathan Schönbäck (Odin Fonder) and Johannes Wingborg (Länsförsäkringar Fonder), or if one or both of them are prevented from participating, the person(s) appointed by the board of directors, to approve the minutes. The assignment to approve the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

 

PREPARATION AND APPROVAL OF VOTING LIST (ITEM 3)

The voting list proposed to be approved is the voting list prepared by Computershare AB, based on the general meeting share register and received postal votes, controlled and checked by the persons assigned to approve the minutes.

 

THE BOARD’S PROPOSAL ON DIVIDEND AND RECORD DATE (ITEM 7B)

The board of directors proposes a dividend for 2021 of SEK 4.80 per share (SEK 2.40 per share thereof in ordinary dividend and SEK 2.40 thereof in extraordinary dividend), to be paid in two parts: SEK 2.40 per share with Tuesday, May 3, 2022 as record date and SEK 2.40 per share with Friday, October 7, 2022 as record date. Subject to resolution by the annual general meeting in accordance with this proposal, the first distribution of dividend is expected to be made on Friday, May 6, 2022 and the second distribution of dividend on Wednesday, October 12, 2022.

 

THE BOARD’S PROPOSAL ON REMUNERATION GUIDELINES FOR THE COOR GROUP EXECUTIVE MANAGEMENT (ITEM 11)

The main changes to the existing guidelines proposed by the board of directors are, in brief, that the weighting of EBITA, turnover increase for new businesses or cash flow shall account for at least 60 per cent of the weight of all criteria for the variable remuneration instead of 70 per cent, and that the definition of sustainability has been clarified.

The board of directors proposes that the annual general meeting resolves to adopt the following guidelines for the remuneration of senior executives.

The executives covered by the guidelines are the CEO and the other members of the executive management. The guidelines also cover any remuneration to board members other than board fees. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2022. These guidelines do not apply to any remuneration decided or approved by the general meeting. For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability

In short, Coor’s business concept is to take over, manage and develop services in offices, at properties and production facilities, and in the public sector (Facilities Management). The business is to be conducted in an effective, sustainable long-term and value-creating manner in relation to customers, employees and investors as well as society and the environment at large. Coor’s overall strategies are:

-Growth within Integrated Facilities Management.

-Growth within single Facilities Management-services.

-Customized and flexible delivery model.

-Focus on operational efficiency.

-Nordic focus, but some flexibility out in Europe.

For more information about Coor’s business concept, please visit Coor’s website (https://www.coor.com/about-coor/Business-vision/).

A prerequisite for the successful implementation of Coor’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive total remuneration, which these guidelines enable. The total remuneration shall be competitive, in line with market levels and reflect the individual’s performance and responsibility, and with regard to any long-term variable remuneration, the value growth of the Coor share that accrues to the shareholders. Variable cash remuneration covered by these guidelines shall aim at promoting the company’s business strategy and long-term interests, including its sustainability.

The CEO and the other members of the executive management have had the opportunity to participate in long-term share-related incentive plans implemented in the company during 2018, 2019 and 2021. The outcome of these plans does not qualify for pension benefits. The plans have been resolved by the annual general meetings and are therefore not subject to these guidelines. The long-term share-related incentive plan proposed by the board of directors to the annual general meeting 2022 and any future share-related incentive plans to be approved by the general meetings are not subject to the guidelines for the same reason. For more information regarding the performance criteria, terms and conditions and expenses for these plans, please see the board of directors’ complete proposals prior to each annual general meeting on Coor’s website (https://www.coor.com/about-coor/corporate-governance/annual-general-meeting/).

Types of remuneration, etc.

The remuneration to the senior executives shall consist of fixed salary, any variable remuneration, pension and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

Fixed salary
The fixed salary shall consist of cash salary. The fixed salary for each member of the executive management shall be revised annually. The fixed salary shall be in line with market terms and based on factors such as the position, qualifications, experience and performance.

Variable remuneration
Any variable remuneration shall consist of annual variable cash salary. Variable cash remuneration is conditional upon satisfaction of defined and measurable criteria and should be capped to 75 per cent of the annual fixed salary. The satisfaction of criteria for awarding possible variable cash remuneration shall be measured over a period of one year.

The variable cash remuneration shall be linked to one or several predetermined and measurable criteria, such as the group’s EBITA, the turnover increase for new businesses (either through organic growth or acquisitions) or cash flow. The criteria may also, to some extent, consist of individualized quantitative or qualitative objectives. Each criterion for the variable remunerations shall be weighted individually for each executive. However, EBITA, turnover increase for new businesses or cash flow shall account for at least 60 per cent of the weight of all criteria. By linking the criteria of the executives’ remunerations to growth, profitability measures and cash generation, the remunerations contribute to the implementation of the company’s business strategy and long-term interests, including its sustainability* and the executive’s long-term development.

To which extent the criteria for awarding variable cash remuneration have been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.

The terms and conditions for variable remuneration should be designed so that the board of directors, in the event of exceptional economic circumstances, is able to limit or refrain from paying variable remuneration if such action is deemed reasonable.

In specific cases, agreements on non-recurring remuneration may be reached, provided that such remuneration does not exceed an amount corresponding to 25 per cent of the annual fixed salary and is not paid more than once a year to the same individual. Such remuneration shall not qualify for pension benefits unless otherwise provided by mandatory collective agreement provisions. Any resolution on such remuneration shall be made by the board of directors based on a proposal from the remuneration committee.

No other variable cash remuneration shall be awarded.

*Sustainability in its three dimensions; economic, social and environmental

Pension
For the CEO, pension benefits are regulated by the collective agreement. Pension premiums on salary that exceeds the maximum limit under the collective agreement shall be premium based and amount to not more than 30 per cent of the fixed annual salary. Variable remuneration shall not qualify for pension benefits. For other senior executives, pension benefits shall be premium based unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable remuneration shall qualify for pension benefits. The pension premiums for premium based pension shall amount to not more than 30 per cent of the fixed annual cash salary.

Other benefits
Other benefits may include, for example, medical insurance (Sw: sjukvårdsförsäkring) and company cars. Premiums and other expenses associated with such benefits may amount to not more than five per cent of the fixed annual salary.

Consultancy fees to board members
In specific cases, Coor’s board members elected by the general meeting may, for a limited time, be remunerated for services within their respective area of expertise which do not constitute board work. Such services (including services provided by the relevant board member’s wholly-owned company) shall be remunerated with an amount that is in line with market terms, provided that such services contribute to the implementation of Coor’s business strategy and safeguarding of Coor’s long-term interests, including its sustainability. Such consultancy fees shall not exceed two annual board fees per year for each board member.

Termination of employment

Severance pay is normally paid if the employment is terminated by the company. Members of the executive management may have a period of notice of not more than six months, in combination with severance pay corresponding to at maximum 18 months fixed salary. No severance payment will be made when employment is terminated by the employee.

Salary and employment conditions for employees

In the preparation of the board of directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee’s and the board of directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines

The board of directors has established a remuneration committee. The committee’s tasks include preparing the board of directors’ decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The members of the remuneration committee are independent of the company and its executive management. The CEO and other members of the executive management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The board of directors may temporarily resolve to derogate from the guidelines resolved by the general meeting, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the board of directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

 

THE BOARD’S PROPOSAL ON REMUNERATION REPORT (ITEM 12)

The board of directors proposes that the annual general meeting resolves to approve the board of directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

 

THE BOARD’S PROPOSAL REGARDING THE IMPLEMENTATION OF A LONG-TERM INCENTIVE PROGRAM AND HEDGING ARRANGEMENTS RELATING THERETO (ITEM 13)

Implementation of the program (item 13A)

The board of directors proposes that the annual general meeting resolves on the implementation of a long-term incentive program (the “LTIP 2022”) in accordance with the below.

Objectives

The LTIP 2022 is designed to provide long-term incentives for members of the Executive Management Team, including the CEO (“EMT”) as well as Top Management Team and other key employees (“TMT”) to improve Coor’s performance and create long-term value. The main purposes of the LTIP 2022 are to increase and strengthen the potential for recruiting and retaining key individuals and to create an individual long-term ownership of Coor shares among the participants and thereby align their interests with those of the shareholders.

 

Description of the LTIP 2022

The LTIP 2022 is proposed to include all current and future members of the EMT and TMT (the “Participants”), currently comprising of 71 employees in total. It is proposed that the program, which entails an investment requirement, should consist of performance shares. As proposed, the LTIP 2022 may comprise a maximum of 550,000 shares in Coor, representing approximately 0.57 per cent of all shares and votes in Coor.[1]

Investment requirement

In order to participate in the LTIP 2022, Participants are required to make own investments in Coor shares and to allocate a number of shares to the LTIP 2022. The maximum number of Coor shares that may be allocated to the LTIP 2022 corresponds to approximately 7.5-10 per cent of the Participant’s gross fixed annual salary in connection with enrolment in the LTIP 2022 (“Investment Shares”), as further set out below. Coor shares already held by Participants at the time of implementation and that are not allocated to ongoing share related incentive programmes[2], may be accounted for as Investment Shares in the LTIP 2022. Should the Participant be prohibited to acquire Coor shares under market abuse rules or similar at enrolment in the LTIP 2022, Investment Shares must instead be acquired as soon as such restrictions do not longer apply.

Performance Share Rights

For each Investment Share, rights will be granted free of charge under the LTIP 2022, entitling the Participant to receive a number of Coor shares, free of charge, following expiration of a three-year vesting period (“Performance Share Rights”). Each Performance Share Right entitles the holder to one (1) Coor share. Allotment of Coor shares pursuant to Performance Share Rights will be subject to the achievement of performance conditions, as set out below, and will generally require that the Participant retains his or her employment and all his or her Investment Shares over a period of approximately three years from the date of grant of Performance Share Rights (the “Vesting Period”).

Granting of Performance Share Rights to the Participants will generally take place as soon as practicably possible following the annual general meeting 2022.

In order to align the Participants’ and shareholders’ interests, Coor will compensate for dividends and other value transfers to the shareholders during the Vesting Period by increasing the number of shares that each Performance Share Right entitles the Participant to receive. The number of Coor shares which each Performance Share Right entitles the Participant to receive may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, reductions of the share capital, or similar actions. The transfer of shares may be accelerated as a result of any merger, demerger, larger acquisition or divestment or similar actions.

 

Allocation and performance conditions

The Performance Share Rights are divided into three series, Series A, Series B and Series C, and the vesting of Performance Share Rights will be subject to the satisfaction of performance conditions during the period 1 January 2022-31 December 2024 (the “Performance Period”), which will determine what portion (if any) of the Performance Share Rights of the respective series that will vest at the end of the Vesting Period.

The three performance conditions for the respective series of Performance Share Rights are the following:

Series A	Average Customer Satisfaction Index (“ACSI”): If Coor’s ACSI during the Performance Period equals or fall short of the minimum level 68, no vesting will occur. If Coor’s ACSI equals or exceeds 72, 100% vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum levels. Information about the outcome will be provided in the annual report for the financial year 2024.
Series B	Accumulated adjusted EBITA development: If Coor’s accumulated adjusted EBITA development during the Performance Period equals or falls short of the minimum level defined as 10% below of the accumulated adjusted EBITA according to Coor’s Business Plan for 2022-2024 (as decided by the board of directors), no vesting will occur. If Coor’s accumulated adjusted EBITA development percentage equals or exceeds the maximum level defined as 10% above of the accumulated adjusted EBITA according to Coor’s Business Plan, 100% vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum levels. The board of directors shall have the right to adjust the target levels for any acquisitions or disposals made by Coor during the Performance Period. Information about the target levels and outcome of the performance conditions will be provided in the annual report for the financial year 2024.
Series C	Relative Total Shareholder Return (“TSR”[3]) development: The vesting will vary depending on Coor’s TSR performance versus the weighted average of a group of other companies (the “Peer Group”)[4]. If Coor’s accumulated TSR performance during the Performance Period equals or falls short of the weighted average index for the Peer Group (the minimum level), no vesting will occur. If Coor’s accumulated TSR performance equals or exceeds the weighted average index for the Peer Group by more than 6 percentage points (the maximum level), 100% vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum level for the Peer Group. Information about the outcome will be provided in the annual report for the financial year 2024.

The maximum number of Investment Shares to be allocated to the LTIP 2022 and the maximum allocation of the respective series of Performance Share Rights for each of the three participant categories are set out below.

Category 1 (CEO)	The CEO can allocate up to 9,000 Investment Shares to the LTIP 2022. Each Investment Share entitles the CEO to receive: 1 Performance Share Right of Series A; 4 Performance Share Rights of Series B; and 1 Performance Share Right of Series C. In total 6 Performance Share Rights for each Investment Share.
Category 2 (EMT)	10 other employees in the EMT can allocate up to 2,750 Investment Shares each. Each Investment Share entitles these employees to receive: 1 Performance Share Right of Series A; 3 Performance Share Rights of Series B; and 1 Performance Share Right of Series C. In total 5 Performance Share Rights for each Investment Share.
Category 3 (TMT)	Approximately 60 employees in TMT can allocate up to 1,250 Investment Shares each. Each Investment Share entitles these employees to receive: 1 Performance Share Right of Series A; 2 Performance Share Rights of Series B; and 1 Performance Share Right of Series C. In total 4 Performance Share Rights for each Investment Share.

Allotment of shares

Provided that the performance conditions above have been met during the Performance Period and that the Participant has retained his or her employment (unless special circumstances are at hand) and the Investment Shares during the Vesting Period, the Performance Share Rights will vest and allotment take place of Coor shares (“Performance Shares”) as soon as practicably possible following the expiration of the Vesting Period.

When determining the final vesting level of Performance Share Rights, the board of directors shall examine whether the vesting level is reasonable considering Coor’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the board of directors, reduce the vesting level to the lower level deemed appropriate by the board of directors.

In the event delivery of Performance Shares to Participants cannot take place under applicable law or at a reasonable cost and employing reasonable administrative measures, the board of directors will be entitled to decide that Participants may, instead, be offered a cash settlement.

 

Costs, dilution and effects on important key ratios

The costs for the LTIP 2022, which are charged in the profit and loss account, are calculated according to the accounting standard IFRS 2 and distributed over the Vesting Period. The calculation has been made based on the quoted closing price of shares in Coor as of 10 March 2022, i.e. SEK 71.25 per share, and the following assumptions: (i) dividends according to consensus estimates, (ii) an estimated annual turnover of personnel of 10 per cent, (iii) an average fulfilment of the performance conditions of approximately 50 per cent, and (iv) a total maximum of 550,000 Performance Shares eligible for allotment. In addition to what is set forth above, the costs for the LTIP 2022 have been based on that the program comprises a maximum of 71 Participants and that each Participant makes a maximum investment.

In total, the costs for the LTIP 2022 according to IFRS 2 are estimated to approximately SEK 13.5 million excluding social security costs (SEK 23.9 million if the average fulfilment of the performance condition is 100 per cent). The costs for social security charges are calculated to approximately SEK 4.8 million, based on the above assumptions, and also assuming an annual share price increase of 10 per cent during the LTIP 2022 and a social security tax rate of 23.5 per cent (SEK 9.6 million if the average fulfilment of the performance condition is 100 per cent).

The expected annual costs of SEK 6.2 million, including social security charges, correspond to approximately 0.1 per cent of the Coor Group’s total employee costs for the financial year 2021 (0.2 per cent if the average fulfilment of the performance condition is 100 per cent).

In addition to the above-mentioned costs, the LTIP 2022 is expected to generate costs related to external advisory services and administration costs related to the transfer of shares. In total, these costs are not expected to exceed SEK 0.3 million.

As proposed, the LTIP 2022 may comprise a maximum of 550,000 shares in Coor, representing approximately 0.57 per cent of all shares and votes in Coor, including buffer for dividend compensations, but excluding 145,000 shares that may be acquired for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2022.

Since there is no proposal to issue new shares pursuant to the LTIP 2022, the LTIP 2022 will have no dilutive effect on the existing shareholders votes or share of the capital. The effect on important key figures is only marginal.

 

Hedging arrangements

The board of directors has considered different methods for securing the financial exposure and the transfer of shares under the LTIP 2022, such as transfer of treasury shares and an equity swap agreement with a third party. The board of directors considers acquisitions of own shares on Nasdaq Stockholm with subsequent transfer to Participants to be the most cost efficient and flexible method to secure the financial exposure and the transfer of shares under the LTIP 2022.

Since the costs in connection with an equity swap agreement will be significantly higher than the costs in connection with transfer of treasury shares, the board of directors’ main proposal is that the financial exposure is secured by transfer of treasury shares (item 13B).

Should the majority requirement under item 13B below not be reached, the board of directors proposes that the annual general meeting approves the entering into an equity swap agreement with a third party (item 13C).

 

Preparation of the proposal, etc.

The proposal regarding LTIP 2022 has been prepared by Coor’s remuneration committee in consultation with external advisors and has been adopted by the board of directors.

The board of directors shall, within the framework of the above terms and conditions and the applicable guidelines for remuneration of senior executives, be responsible for the implementation and management of the LTIP 2022 and all major decisions relating to the LTIP 2022 will be taken by the remuneration committee, with approval by the full board of directors as required.

 

Description of ongoing variable compensation programs

Coor’s ongoing share related incentive programmes – LTIP 2019 and LTIP 2021 – were approved by the annual general meeting 2019 and 2021 respectively, and are described in the Annual Report 2019, in the note to the Consolidated Financial Statements, Note 5 and 6, in the Annual Report 2020, in the note to the Consolidated Financial Statements, Note 6 and 7, and in the Annual Report 2021, in the note to the Consolidated Financial Statements, Note 6 and 7. The compensation for the EMT, including fixed and variable compensation, and other remunerations are also described in the Annual Report. The Remuneration Report prepared by the board of directors and presented at the annual general meeting for approval contains a summary description each and every incentive programs which are ongoing or have been completed during the year.

 

Authorisation for the board of directors to resolve on acquisitions of own shares and resolution on transfers of own shares to LTIP 2022 Participants (item 13B)

Authorisation for the board of directors to resolve on acquisitions of own shares

The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions up to the next annual general meeting, resolve on acquisitions of the company’s own shares in accordance with the following conditions:

• Acquisitions may only be effected on Nasdaq Stockholm.
• A maximum of 695,000 shares may be acquired to secure delivery of shares to LTIP 2022 Participants and for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2022, mainly social security costs.
• Acquisition may only be made within the registered price range on each occasion between the highest bid price and the lowest selling price.

The board of directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

 

Resolution on transfers of own shares to LTIP 2022 Participants

The board of directors proposes that the annual general meeting resolves that transfers of own shares may be made in accordance with the following conditions:

• A maximum of 550,000 shares may be transferred, free of consideration, to LTIP 2022 Participants.
• Right to acquire shares free of consideration shall, with deviation from the shareholders’ preferential rights, be granted LTIP 2022 Participants.
• Transfers of shares shall be made free of consideration at the time and on the other terms and conditions that LTIP 2022 Participants have the right to acquire shares.
• The number of shares that may be transferred under the LTIP 2022 may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, cash dividends, reductions of the share capital, or similar actions.

The transfer of own shares is a part of the proposed LTIP 2022 and the board of directors considers it to be of benefit for Coor and its shareholders that the Participants are offered the opportunity to become shareholders in Coor on the terms and conditions of LTIP 2022.

 

Equity swap agreement with a third party (item 13C)

Should the majority requirement under item 13B above not be reached, the board of directors proposes that the annual general meeting approves the entering into an equity swap agreement with a third party, at market terms, whereby the third party in its own name shall be entitled to acquire and transfer Coor shares to the Participants.

 

Conditions

The annual general meeting’s resolution on implementation of the LTIP 2022 in accordance with item 13A above is conditional upon the annual general meeting resolving either in accordance with the board of directors’ proposal under item 13B or in accordance with the board of directors’ proposal under item 13C.

 

Majority requirements

The annual general meeting’s resolution according to item 13A above requires a simple majority among the votes cast. A valid resolution under item 13B above requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the meeting approve the resolution. A valid resolution under item 13C above requires a simple majority among the votes cast.

THE BOARD’S PROPOSAL TO AUTHORISE THE BOARD TO RESOLVE ON ACQUISITIONS AND TRANSFERS OF OWN SHARES (ITEM 14)

The board of directors proposes that the annual general meeting authorise the board of directors to, at one or several occasions up to the next annual general meeting, resolve on acquisitions of the company’s own shares.

Acquisition shall take place on Nasdaq Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price and payment for the shares shall be in cash. So many shares may, at the most, be repurchased so that the company's holding does not at any time exceed 10 per cent of the total number of shares in the company.

The board of directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

The board of directors also proposes that the annual general meeting authorise the board of directors, for the period until the next annual general meeting, to resolve on transfers of not more than all of the company’s own shares held by the company.

Transfer of shares shall take place on Nasdaq Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price.

The aim of the authorizations are to allow the board of directors the opportunity to adjust the capital structure and in doing so create increased value for Coor's shareholders.

A valid resolution under this item requires that shareholders representing not less than two thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.

THE BOARD’S PROPOSAL TO AUTHORISE THE BOARD TO RESOLVE ON NEW ISSUES OF SHARES (ITEM 15)

The board of directors proposes that the annual general meeting authorise the board of directors to, at one or several occasions up to the next annual general meeting, resolve upon new issues of shares. By resolutions based on the authorisation, not more than such number of shares corresponding to 10 per cent of the total number of shares in the company at the time of the annual general meeting’s resolution on the authorisation, may be issued.

The authorisation includes a right to resolve to issue new shares for cash consideration, by contribution in kind or payment by set-off. Share issues for cash consideration and by payment by set-off may be made with disapplication from the shareholders’ preferential rights, provided that the share issue is made on market terms.

The reason for the proposal and the potential deviation from the shareholders’ preferential rights is to allow for flexibility in connection with potential acquisitions or to raise capital for acquisitions.

A valid resolution under this item requires that shareholders representing not less than two thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.

 

SHARES AND VOTES

There are in total 95,812,022 shares and votes in the company. The company has only one series of shares. The company holds 740,000 treasury shares that are not represented at the meeting.

 

SHAREHOLDERS’ RIGHT TO RECEIVE INFORMATION

The board of directors and CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to another company within the group. A request for such information shall be made in writing to the company no later than ten days prior to the annual general meeting, i.e. no later than Tuesday, April 19, 2022, at Coor Service Management Holding AB, Attn: General Counsel Erik Strümpel, Knarrarnäsgatan 7, SE-164 99 Kista, Sweden or via email to erik.strumpel@coor.com. The information will be provided by being available at the company at Knarrarnäsgatan 7, SE-164 99 Kista, Sweden and on the company’s website, www.coor.com, no later than on Sunday, April 24, 2022. The information will also be sent to any shareholder who so requests and who states its address.

 

DOCUMENTS

Information about those proposed as members of the board of directors of the company and about the proposed auditor as well as the nomination committee’s statement etc., can be found on the company’s website, www.coor.com. The annual report, the auditor’s report, the board of directors’ statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act relating to the proposal under item 7b above, the board of directors’ remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group executive management, and the board of directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act relating to the proposals under item 13B and 14 above, are presented by being available at the company at Knarrarnäsgatan 7, SE-164 99 Kista, Sweden and on the company’s website, www.coor.com, as from Friday, April 8, 2022 at the latest. The documents will also be sent to shareholders who so request and state their address. In respect of the other items, complete proposals are provided under the respective item in the notice. The general meeting share register will be available at the company’s head office, Knarrarnäsgatan 7, SE-164 99 Kista, Sweden.

PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

 

 

Stockholm in March 2022

Coor Service Management Holding AB (publ)
The board of directors