The shareholders of Lifco AB (publ), org nr 556465–3185, are hereby invited to attend the Annual General Meeting (AGM) to be held on Friday 29 April 2022, at 11.00 a.m. CEST Bonnierhuset, Torsgatan 21 in Stockholm, Sweden.
Due to the ongoing pandemic, the Board of Lifco has decided to provide the opportunity for shareholders to also vote by post.
Right to attend
Shareholders who wish to attend the AGM must be recorded in the register of shareholders maintained by Euroclear Sweden AB on Thursday 21 April 2022.
In addition, shareholders must notify the Company of their intention to participate in the meeting:
- Shareholders who choose to participate in the meeting at the venue, in person or represented by proxy, must give notice of participation not later than on Monday 25 April 2022.
- Shareholders who choose to vote in advance give notice of participation by submitting their postal vote in accordance with the instructions in the “Postal voting” section below so that the postal vote is received by Lifco no later than Thursday 28 April 2022.
In order to be entitled to participate in the meeting, shareholders who have trustee-registered their shares must, in addition to notify its intention to participate in the meeting, re-register the shares with Euroclear Sweden AB in their own name, so that the shareholder is entered in the share register as per 21 April 2022. Such registration, which may be temporary (so called voting rights registration), is to be requested with the trustee in accordance with the trustee’s routines at such time in advance as decided by the trustee. Voting rights registrations made no later than the second banking day following 21 April 2022 will be taken into account in the production of the share register.
Notice of attendance
Notice of attendance shall be made in one of the following ways:
- by submitting a postal voting form, see below for more information;
- on Lifco’s website lifco.se/arsstamma;
- by telephone +46 (0)8-402 92 82; or
- in writing to Lifco AB, Attn: “AGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.
The notice shall state name, address, telephone number, personal or corporate identity number, number of shares held and, if applicable, the number of advisors (not more than two). Registered participants will by post receive an entrance card to the meeting.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document shall be appended, which indicates the authorized signatories of the legal entity. The original power of attorney and, where applicable, the certificate should be submitted to the Company at the address indicated above well in advance of the meeting. Proxy forms are provided at the website lifco.se/arsstamma, and will be sent to shareholders that so request.
Shareholders may exercise their voting rights by voting in advance using postal voting. A special form must be used for postal voting, which is available via the website lifco.se/arsstamma. Shareholders do not need to submit a separate registration when voting by post only; a completed and signed postal voting form is valid as registration to participate in the AGM.
Physical entities sign the form by using Swedish ‘BankID’ through the website lifco.se/arsstamma. To be valid as a registration for the AGM, such electronic signature must be registered no later than Thursday 28 April 2022.
If the shareholder is a legal entity, the form for postal voting found through the website lifco.se/arsstammashould be used. The completed form is signed by authorized signatory and sent by post to Lifco AB, Attn: “AGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. Proof of registration or other authorisation document must be enclosed with the form. The same procedure applies for shareholders voting in writing or by proxy in advance. If the shareholder is represented by proxy, the power of attorney shall be enclosed (see further “Notice of attendance” above.) The form for postal voting shall be provided to Lifco not later than Thursday 28 April 2022.
Shareholders may not assign specific instructions or conditions to voting in advance. If so, the votes will be deemed to be invalid. Additional instructions are provided in the postal voting form.
Proposal for agenda
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of compliance with the rules of convocation
- Presentation of
- the Annual Report and the Auditors’ Report
- the Consolidated Accounts and the Group Auditors’ Report
- the statement by the auditor on compliance of the Guidelines for Remuneration to Senior Executives applicable since last AGM
- the Board’s proposal for distribution of the Company’s profit and the Board’s reasoned statement thereon
- Report on the work of the Board of Directors, including the work and functions of the Remuneration Committee and the Audit Committee
- The CEO’s report
- Resolution regarding the adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet
- Resolution regarding dispositions in respect of the Company’s profit according to the adopted Balance Sheet
- Resolution regarding discharge from liability for the Board of Directors and the CEO
- Establishment of the number of board members and auditors
- Establishment of fees to the Board of Directors (including fees for work in Committees) and the auditor
- Election of the Board of Directors and Chairman of the Board
- Re-election of Carl Bennet;
- Re-election of Ulrika Dellby;
- Re-election of Annika Espander;
- Re-election of Dan Frohm;
- Re-election of Erik Gabrielson;
- Re-election of Ulf Grunander;
- Re-election of Johan Stern;
- Re-election of Caroline af Ugglas;
- Re-election of Axel Wachtmeister;
- Re-election of Per Waldemarson; and
- Re-election of Carl Bennet as Chairman of the Board
- Election of auditor
- Resolution regarding principles for the Nomination Committee’s appointment and instructions for the Nomination Committee
- Resolution to approve the Board of Directors’ remuneration report
- Resolution regarding Guidelines for Remuneration to Senior Executives
- Closing of the Meeting
Proposals by the Nomination Committee (items 2 and 13–16)
The Nomination Committee in respect of the 2022 AGM consists of Carl Bennet (Carl Bennet AB), Chairman, Per Colleen (the Fourth National Swedish Pension Fund), Hans Hedström (Carnegie Fonder), Frank Larsson (SHB Fonder & Liv) and Javiera Ragnartz (SEB Fonder & Liv).
The Nomination Committee has proposed the following:
Chairman of the AGM: The Chairman of the Board, Carl Bennet, shall be elected Chairman of the AGM.
Board of Directors: The number of board members elected by the General Meeting shall be ten, with no deputies. As board members, re-election shall be made of Carl Bennet, Ulrika Dellby, Annika Espander, Dan Frohm, Erik Gabrielson, Ulf Grunander, Johan Stern, Caroline af Ugglas, Axel Wachtmeister and Per Waldemarson. Carl Bennet is to be re-elected Chairman of the Board.
Information concerning all members proposed for re-election is available on the company’s website lifco.se.
Board and committee fees: Fees for the Board of Directors, excluding fees for Board Committees, shall be paid in a total amount of SEK 6,760,000, of which SEK 1,352,000 for the Chairman and SEK 676,000 to each of the other Board members elected by the General Meeting who are not employees of the Group. Fees for work in the Audit Committee shall be paid in an amount of SEK 268,000 for the Committee Chairman and SEK 134,000 for each of the other members. Fees for work in the Remuneration Committee shall be paid in an amount of SEK 144,000 for the Committee Chairman and SEK 89,000 for each of the other members.
Auditor: The Company is to have one auditor, with no deputies. The registered auditing firm, PricewaterhouseCoopers AB, shall be re-elected as auditor for the period up until the end of the annual general meeting of shareholders in 2023. The Authorised Public Accountant Cecilia Andrén Dorselius is intended to be Auditor-in-Charge. Remuneration of the auditor is to be paid according to approved account.
The proposal regarding the auditors is in accordance with the Audit Committee’s recommendation.
Voting list (item 3)
The voting list proposed for approval is the voting list prepared by Euroclear Sweden AB, based on the shareholders’ register, received notices of attendance and postal votes as well as shareholders, advisors and proxies attending, and verified by the persons elected to approve the minutes.
Persons to approve the minutes (item 5)
Hans Hedström, Carnegie Fonder, and Jannis Kitsakis, The Fourth National Swedish Pension Fund, or, to the extent both or any of them are prevented, the person or persons assigned by the board, are proposed as persons to approve the minutes. The assignment for the persons to approve the minutes includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the meeting.
Dividend (item 11)
The Board of Directors and the CEO propose that the AGM resolves on a dividend of SEK 1.50 per share for the financial year 2021 and that the record date for the dividend shall be Tuesday 3 May 2022. If the AGM resolves in accordance with the proposal, it is expected that the dividend will be disbursed by Euroclear Sweden on Friday 6 May 2022. The last day for trading in the Lifco share including the right to dividend is Friday 29 April 2022.
Principles for the Nomination Committee’s appointment and instructions for the Nomination Committee (item 17)
The Nomination Committee proposes that the Annual General Meeting resolves on the following principles for the appointment of and instructions for the Nomination Committee:
The Nomination Committee ahead of the AGM shall consist of representatives of the five largest shareholders in terms of votes based on a list of owner-registered shareholders from Euroclear Sweden AB or other reliable shareholder information as per 31 August 2022 plus the Chairman of the Board. In addition, a representative of the minority shareholders who is independent of the company and its major shareholders shall be included as a member of the Nomination Committee, if the Chairman of the Board in consultation with a representative of the largest shareholder in terms of voting rights finds it appropriate. The Chairman of the Board shall convene the first meeting of the Nomination Committee.
The member who represents the largest shareholder in terms of voting rights shall be appointed Chairman of the Nomination Committee. If, earlier than two months before the AGM, one or more shareholders who have appointed a Nomination Committee member no longer belong to the five largest shareholders in terms of voting rights, the member/s appointed by this/these owner/s shall make their place/s available and the shareholder/s who is (are) now one of the five largest shareholders in terms of voting rights will be entitled to appoint its/their representative/s. If significant changes have occurred in the ownership conditions of the minority shareholder who has appointed a representative and should the Nomination Committee find this appropriate, another minority shareholder shall be contacted and this shareholder will be entitled to appoint a representative or, alternatively, the Nomination Committee’s work will continue without appointing a new representative of the minority shareholders. If a member leaves the Nomination Committee before its work has been completed and the Nomination Committee finds it desirable to appoint a replacement, such a replacement is to be sought from the same shareholder or, if this shareholder no longer belongs to the largest shareholders in terms of voting rights, from shareholders who are next in turn in respect of size, or if a representative of the minority shareholders is leaving the Nomination Committee, a replacement is to be sought from the same shareholder or another minority shareholder. Changes in the composition of the Nomination Committee must be published immediately.
The composition of the Nomination Committee is to be announced not later than six months before the AGM. No remuneration is to be paid to members of the Nomination Committee. Any necessary overhead expenses for work on the Nomination Committee will be defrayed by the company. The Nomination Committee’s term of office extends until the time that the composition of the following Nomination Committee has been announced. The Nomination Committee must take into account the stipulations of the Swedish Companies Act and the Swedish Corporate Governance Code when conducting its work and making its proposals. The Nomination Committee shall present ahead of the AGM proposals concerning Chairman of the AGM, the number of AGM-elected Board members, Chairman of the Board, other AGM-elected Board members, number of auditors, the auditor/s, Board fees divided among the Chairman and other Board members, as well as remuneration for Committee work, remuneration of the company’s auditor and, when applicable, any changes in the proposals for principles for the Nomination Committee.
Resolution regarding Guidelines for Remuneration to Senior Executives (item 19)
The Board of Directors proposes that the 2022 Annual General Meeting (AGM) resolves to approve guidelines for remuneration to senior executives according to the following. The guidelines essentially match the principles applied to date.
- Scope of the guidelines
These guidelines pertain to remuneration and other terms and conditions of employment for the persons who during the time the guidelines apply are members of Lifco AB’s Group management, referred to jointly below as “senior executives”. At present, there are four members of the Group management. The guidelines are to be applied to remuneration that is agreed, and changes made to already agreed remuneration, after the time that the guidelines have been adopted by the 2022 AGM. The guidelines do not encompass remuneration resolved by the general meeting.
Concerning terms of employment subject to regulations other than those applying in Sweden, appropriate adjustments may be made to comply with such mandatory regulations or fixed local practices, whereby the overall objectives of these guidelines must be met to the extent possible.
- The guidelines promotion of the company’s business strategy, long-term interests andsustainability
Lifco’s business concept is to acquire and develop market-leading niche businesses that conduct sustainable operations and have the potential to deliver sustainable earnings growth and robust cash flows. The Group pursues a distinct business strategy focusing on results, simplicity and decentralisation. Lifco’s overall aim is to increase earnings every year, which has been achieved through both organic growth and acquisitions. For further information on Lifco’s business strategy, refer to the 2021 Annual Report.
A prerequisite for successful implementation of the company’s business strategy and
safeguarding of Lifco’s long-term interests, including its sustainability, is that the company is able to recruit and retain qualified employees. To achieve this, the company must be able to offer competitive remuneration. These guidelines make it possible to offer competitive total remuneration to senior executives. Variable cash remuneration covered by these guidelines shall aim at promoting the company’s business strategy and long-term interests, including its sustainability.
- Forms of remuneration, etc.
Remuneration shall be market-aligned and may comprise the following components: fixed cash salary, variable cash salary, pension benefits and other benefits. The general meeting may also – regardless of these guidelines – resolve on, for example, share- and share price-related remuneration.
The fixed remuneration, basic salary, shall be based on the individual executive’s area of responsibility, authorities, field of competence and experience.
Variable remuneration and criteria for allocating variable cash salary, etc.
Variable cash remuneration covered by these guidelines shall aim at promoting the company’s business strategy and long-term interests, including its sustainability. The amount of variable remuneration in relation to basic salary must be in proportion to the senior executive’s responsibility and authority. The variable remuneration shall be linked to predetermined and measurable criteria designed to promote the company’s long-term value creation. Fulfilment of criteria for the payment of variable cash salary shall be measured over a period of one year. When the measurement period for fulfilment of criteria for payment of variable cash salary has ended, an assessment is to be made of the extent to which the criteria have been met.
The variable remuneration payable to the CEO shall be capped at 100 per cent of the annual basic salary. The variable remuneration shall be based on individual targets proposed by the Remuneration Committee and adopted by the Board. Examples of such targets are results, volume growth, working capital and cash flow. For other senior executives, the variable remuneration shall be based, partly, on the outcome of his/her own area of responsibility and, partly, on individually set targets. Examples of such targets are results, volume growth, working capital and cash flow. The CEO is responsible for the assessment of variable cash salary paid to other executives.
No variable remuneration shall be paid if a pre-tax loss is reported.
Pension benefits and other benefits
Pension rights for the CEO and other senior executives shall apply no earlier than from age 65. For the CEO, an amount corresponding to 60 per cent (excluding payroll expenses) of the annual basic salary will be reserved in capital, pension, life and health insurances. Other senior executives are entitled to pension benefits of a maximum of 35 per cent (excluding payroll expenses) of the annual basic salary. Pension agreements are to be concluded according to local rules applicable in the country where the senior executive is resident. All pension benefits are defined contribution and vested, meaning they are not conditional upon future employment in Lifco.
Other benefits, such as a company car, extra health insurance or occupational health services, are to be payable insofar as they are regarded as market-aligned for senior executives in corresponding positions in the labour market where the executive is active. The combined amount of such benefits may constitute only a limited proportion of the total remuneration.
Cessation of employment
If the CEO resigns, he/she shall be subject to a period of notice of six months. If the employment of the CEO is terminated by the company, a period of notice of not more than 18 months will apply. If the employment of another senior executive is terminated by the company, a period of notice of not more than 12 months will apply. The right to salary and other benefits is retained during the period of notice. Basic salary during the period of notice and severance pay shall, combined, not exceed an amount corresponding to basic salary for two years. Termination salary is not to be deductible from other income.
- Salary and terms of employment for employees
When preparing the Board’s proposal on these remuneration guidelines, salary and terms of employment for the company’s employees have been considered by having information on the employees’ total remuneration, components of the remuneration and the increase and rate of increase in remuneration over time constitute a part of the Remuneration Committee’s and the Board’s decision documentation when assessing the fairness of the guidelines and the limitations that follow from them.
- The decision-making process for determining, reviewing and implementing the guidelines
The Board has established a Remuneration Committee. This Committee’s tasks include preparing the Board’s resolution on proposal concerning guidelines for remuneration to senior executives. The Board shall formulate proposals for new guidelines when needs arise for significant changes in the guidelines, although at least every fourth year, and submit the proposal for resolution by the AGM. The guidelines are to apply until new guidelines have been adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate variable remuneration programs for the company management, the application of guidelines for remuneration to senior executives and applicable remuneration structures and remuneration levels in the company. Members of the Remuneration Committee are independent in relation to the company and executive management. Neither the CEO nor other members of company management participate in the Board of Directors’ processing of and decisions on remuneration-related matters, insofar as they are impacted by these matters.
- Deviation from the guidelines
The Board shall be entitled to partly or fully deviate from the guidelines if there is special
reason to do so in an individual case and such deviation is necessary to satisfy the company’s long-term interests, including its sustainability, or to safeguard the company’s financial viability. As stated above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolution to deviate from the guidelines.
Information on remuneration, etc. to senior executives in the 2021 financial year is provided on pages 46–47 and in Note 10 of the 2021 Annual Report as well as in the Board of Directors’ remuneration report 2021 that the AGM is proposed to adopt.
Documents and other information
The annual report and other supporting resolution documentation will be held available at the Lifco’s premises at Verkmästaregatan 1 in Enköping, Sweden, and on the Company’s website lifco.se, no later than three weeks prior to the meeting. The documents will be sent to shareholders who so request and specify their postal address. Shareholders are reminded of their right to request information under Chapter 7, Section 32 of the Swedish Companies Act.
The register of shareholders for the meeting will be held available at Lifco’s premises at the address indicated above.
There are in total 454,216,300 shares in Lifco, entitling to 727,634,950 votes. Of these shares, 30,379,850 are class A shares with ten votes per share and 423,836,450 are class B shares with one vote per share. The Company holds no treasury shares.
For information about processing of your personal data, reference is made to the integrity policy available at Euroclear Sweden AB’s webpage .
Lifco’s registered office is in Enköping, Sweden.
Enköping, March 2022
The Board of Directors of Lifco AB (publ)
For more information please contact:
Media and investor relations manager
Phone +46 730 244 872, e-mail email@example.com
Lifco offers a safe haven for small and medium-sized businesses. Lifco’s business concept is to acquire and develop market-leading niche businesses with the potential to deliver sustainable earnings growth and robust cash flows. Lifco is guided by a clear philosophy centred on long-term growth, a focus on profitability and a strongly decentralised organisation. The Group has three business areas: Dental, Demolition & Tools and Systems Solutions. At year-end 2021, the Lifco Group consisted of 198 operating companies in 31 countries. In 2021, Lifco reported EBITA of SEK 3.7 billion on net sales of SEK 17.5 billion. The EBITA margin was 21.2 per cent. Read more at www.lifco.se.