BOLIDEN, Sweden, March 22, 2022 /PRNewswire/ --The shareholders of
Boliden AB (publ) (company registration number 556051-4142) are
summoned to the Annual General Meeting to be held on Thursday, April 28, 2022 at 1 p.m. (CET). The Annual General Meeting will be
held at Sara kulturhus in Skellefteå, Sweden. The meeting facilities will be open
for registration and exhibition from 10 a.m.
(CET) and for lunch from 11.30 a.m.
(CET).
The Board of Directors has decided that the shareholders will be
able to exercise their voting rights at the Annual General Meeting
also in advance (postal voting) in accordance with the provisions
of the Articles of Association, see below under "Advance Voting
(Postal Voting)" for further information.
Participation
A) Shareholders who wish to participate in the Annual
General Meeting in person or by proxy
must be recorded as a shareholder in the share register
prepared by Euroclear Sweden relating to the circumstances on
Wednesday, April 20, 2022 (see below
regarding re-registration of nominee registered shares), and
must give notice of participation to the company on the
company's website, www.boliden.com, by telephone +46 8 32 94 29 or
by regular mail to Boliden AB, c/o Euroclear Sweden AB, P.O. Box
191, SE-101 23 Stockholm, Sweden.
When giving notice of participation, shareholders shall state their
name, identification or registration number, address and telephone
number as well as the number of attending assistants (maximum of
two). Notice of participation must be received by the company no
later than Friday, April 22,
2022.
B) Shareholders who wish to participate in the Annual
General Meeting by postal voting
must be recorded as a shareholder in the share register
prepared by Euroclear Sweden relating to the circumstances on
Wednesday, April 20, 2022 (see below
regarding re-registration of nominee registered shares), and
must give notice of participation to the company by casting
their postal vote so that the postal voting form is received by the
company no later than Friday, April 22,
2022 (see below under "Advance Voting (Postal Voting)" for
further information).
The information provided in the notice of participation will be
processed and used only for the purpose of the Annual General
Meeting.
Shareholders who wish to participate at the Annual General
Meeting in person or by proxy must provide a notification of
attendance in accordance with item A) under "Participation" above.
A notification by postal voting only is not sufficient for
shareholders wishing to attend the Annual General Meeting at the
meeting facilities. A notification to participate at the meeting
facilities will be confirmed by an entrance card, which shall be
presented in connection with the registration at the Annual General
Meeting.
Nominee Shares
For shareholders who have their shares registered through a bank
or other nominee, the following applies in order to be entitled to
participate in the Annual General Meeting (at the meeting
facilities or through postal voting). Such shareholder must
register its shares in its own name so that the shareholder is
recorded in the share register prepared by Euroclear Sweden AB as
of the record date Wednesday, April 20,
2022. Such re-registration may be temporary (so-called
voting rights registration) and the request for such registration
shall be made to the nominee, in accordance with the nominee's
routines, at such a time in advance as decided by the nominee.
Voting rights registrations that have been completed by the nominee
no later than April 22, 2022 will be
taken into account in the preparation of the share register.
Proxy
Shareholders that are represented, or submit their postal vote,
by proxy, must issue a power of attorney. A form for power of
attorney is available on the company's website www.boliden.com. A
power of attorney is valid for one year from its issue date or such
longer time period as set out in the power of attorney, however not
longer than a maximum of five years. A power of attorney issued by
a legal person must be accompanied by a certified copy of the legal
person's certificate of registration. The certificate of
registration shall evidence the circumstances on the date of the
Annual General Meeting and should not be older than one year at the
time of the Annual General Meeting. Power of attorney, certificate
of registration and other documents of authority are submitted by
email to GeneralMeetingServices@euroclear.com or by mail to Boliden
AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23,
Stockholm, Sweden, well in advance
of the day of the Annual General Meeting.
Advance Voting (Postal Voting)
A special form must be used for the postal votes. The form is
available on the company's website www.boliden.com. Completed forms
must be received by Boliden no later than Friday, April 22, 2022.
The completed postal voting form can be sent by e-mail to
GeneralMeetingServices@euroclear.com or by mail to Boliden AB,
"AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23
Stockholm, Sweden. Shareholders
may also cast their votes electronically through verification with
BankID via the Euroclear Sweden AB's website
https://anmalan.vpc.se/EuroclearProxy. Such electronic votes must
be submitted no later than April 22,
2022. If the shareholder submits its postal vote by proxy, a
power of attorney for the proxy must be attached to the postal
voting form according to instructions under "Proxy" above. If the
shareholder is a legal person, a copy of a certificate of
registration or a corresponding document must be attached to the
postal voting form.
The shareholders 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. In order to receive the form for postal voting
by mail, please contact Euroclear Sweden at telephone +46 8 32
94 29, Monday to Friday between 09.00
a.m. and 4:00 p.m.
Proposed Agenda
- Opening of the Annual General Meeting
- Election of the Chairman of the Meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of two persons to verify the minutes together with the
Chairman
- Determination whether the Meeting has been duly convened
- Presentation of the annual report and auditor's report as well
as the consolidated financial statements and auditor's report for
the Group (including the auditor's statement regarding the
guidelines for remuneration to the Group Management in effect since
the previous Annual General Meeting)
- Report on the work of the Board of Directors, its Remuneration
Committee and its Audit Committee
- The President's address
- Report on the audit work during 2021
- Resolutions on adoption of the income statement and balance
sheet as well as the consolidated income statement and consolidated
balance sheet
- Resolution on appropriation of the company's profit in
accordance with the adopted balance sheet and determination of the
record date for the right to receive dividend
- Resolution on discharge from liability of the members of the
Board of Directors and the President
- Resolution on the number of Board members and auditors to be
appointed by the Annual General Meeting
- Resolution on fees for the Board of Directors
- Election of the Members and Chairman of the Board of
Directors
- Resolution on fees for the auditor
- Election of auditor
- Resolution on approval of remuneration report
- Resolution on instruction for the Nomination Committee
- Election of members of the Nomination Committee
- Resolution regarding automatic share redemption procedure
including
a. share split 2:1
b. reduction of the share capital through redemption of shares
c. increase of the share capital through a bonus issue
- Closing of the Annual General Meeting
Nomination Committee
The Nomination Committee of Boliden has consisted of
Jan Andersson (Swedbank Robur
fonder), Chairman, Lars-Erik Forsgårdh, Lilian Fossum Biner (Handelsbanken fonder),
Ola Peter Gjessing (Norges Bank
Investment Management), Anders
Oscarsson (AMF) and Anders
Ullberg (Chairman of the Board of Directors).
Election of Chairman (item 2)
The Nomination Committee proposes that Anders Ullberg be elected Chairman of the
meeting.
Resolution on the appropriation of the profit according to
the adopted balance sheet and determination of the record date for
the dividend (item 12)
The Board of Directors proposes a dividend to the shareholders
of SEK 10.50 (8.25) per share and
that Monday, May 2, 2022 shall be the
record date for the right to receive dividends. Provided the Annual
General Meeting resolves in accordance with this proposal, the
dividend is expected to be distributed through Euroclear Sweden AB
on Thursday, May 5, 2022. Further
distribution of funds to the shareholders of SEK 15.50 per share through an automatic
redemption procedure is proposed in accordance with item 22
below.
Resolution on the number of Board members and auditors
appointed by the Annual General Meeting (item 14)
The Nomination Committee proposes the appointment of seven Board
members and one registered accounting firm as auditor.
Resolution on fees for the Board of Directors (item
15)
The Nomination Committee proposes that the Chairman of the Board
shall be remunerated with a fee of SEK 1,920,000 (1,830,000)
and that each of the other Directors not employed by the company
shall be remunerated with a fee of SEK 640,000 (610,000); that
the Chairman of the Audit Committee shall be remunerated with a fee
of SEK 250,000 (250,000); that each of the Audit Committee
members shall be remunerated with a fee of SEK 150,000
(150,000); and that both the Chairman and the other member of the
Remuneration Committee shall be remunerated with a fee of
SEK 75,000 (50,000) each.
Election of the Members and Chairman of the Board of
Directors (item 16)
Anders Ullberg and Michael G:son
Löw have declined re-election. The Nomination Committee proposes
re-election of Helene Biström, Per
Lindberg, Perttu Louhiluoto, Elisabeth Nilsson, Pia Rudengren and Karl-Henrik
Sundström, and new election of Tomas
Eliasson. Tomas Eliasson,
born 1962, holds an MSc in Economics and has previously been, among
other things, the CFO of Sandvik, Electrolux and Assa Abloy. He has
also been nominated as Board Member to the Board of Directors of
Millicom International Cellular and Telia Company. The Nomination
Committee also proposes new election of Karl-Henrik Sundström as
Chairman of the Board of Directors.
Resolution on fees for the auditor (item 17)
The Nomination Committee proposes that the auditor's fees shall
be paid in accordance with approved invoices.
Election of auditor (item 18)
The Nomination Committee proposes, in accordance with the
recommendation by the Audit Committee, election of the accounting
firm Deloitte AB as auditor for the period until the end of the
next Annual General Meeting.
Resolution on approval of remuneration report (item
19)
The Board of Directors proposes that the Annual General Meeting
resolve to approve the Board of Directors' report regarding
remuneration prepared in accordance with Chapter 8, Section 53 a of
the Swedish Companies Act.
Resolution on instruction for the Nomination Committee (item
20)
The Nomination Committee proposes an amendment of the
instruction for the Nomination committee to the effect that the
Chairman of the Board shall be a co-opted (adjunct) member of the
Nomination Committee instead of a regular member, and that no
representative of the smaller shareholders is appointed. As a
result, the Nomination Committee proposes that the Annual General
Meeting resolves on the following instruction for the Nomination
Committee, to apply until the General Meeting decides
otherwise.
The Nomination Committee shall consist of a minimum of three and
a maximum of five members. The Annual General Meeting elects three
members to the Nomination Committee. These shall represent
shareholders that at the end of the month preceding the issue of
the notice for the Annual General Meeting are the three largest
shareholders and who have consented to participate in the work of
the Nomination Committee ("Large Shareholders"). The Chairman of
the Board of Directors is a co-opted (adjunct) member of the
Nomination Committee. The Nomination Committee shall select a
Chairman within the members at its inaugural meeting.
In order to replace resigning members or to more accurately
reflect the shareholder structure, the Nomination Committee may
offer other larger shareholders to be represented on the Committee.
If such offer is made, it shall be directed in order of priority to
the next largest shareholder who is not already represented on the
Committee.
If a member represents a Large Shareholder who has divested the
majority of its holding in the company and who thus subsequently no
longer represents any of the five largest shareholders, the
Nomination Committee shall resolve whether such member shall
continue or resign from the Nomination Committee.
If a Large Shareholder wishes to replace its representative on
the Nomination Committee, notification thereof shall be sent to the
Chairman of the Nomination Committee.
The company shall publish changes in the composition of the
Nomination Committee as soon as a change has occurred.
The Nomination Committee shall act in the best interest of all
shareholders and submit proposals to Annual General Meeting or,
where applicable, to Extraordinary General Meetings, with respect
to:
- Chairman at the Annual General Meeting
- number of Board members
- Board members and Chairman of the Board
- fees to the Board of Directors, allocated between the Chairman
and other Board members
- fees for committee work
- auditors
- fees to the company's auditor
- appointment of Nomination Committee members
No compensation shall be paid to the members of the Nomination
Committee. However, the company shall bear reasonable costs
necessary for the performance of the assignment of the Nomination
Committee.
Election of members of the Nomination Committee (item
21)
The Nomination Committee proposes that Lennart Franke (Swedbank Robur fonder),
Karin Eliasson (Handelsbanken
fonder) and Patrik Jönsson (SEB fonder) are appointed as Nomination
Committee members.
Resolution regarding automatic share redemption procedure
including a) share split 2:1, b) reduction of the share capital
through redemption of shares and c) increase of the share capital
through a bonus issue (item 22)
Background
Boliden has generated substantial cash flows over the past year
and the financial position is strong. At the end of the year, the
net debt/equity ratio was minus 2 per cent, which means that the
balance sheet is stronger than Boliden's target of about 20 per
cent at economic peaks. The Board proposes that the Annual General
Meeting resolves on an automatic share redemption, which will not
jeopardise the ability to handle any deterioration in market terms
nor the ability to finance additional growth. Through this, each
existing share is split into two shares (share split 2:1), whereof
one of those shares will automatically be redeemed at SEK 15.50. In addition to the proposed ordinary
dividend of approximately SEK 2,872
million, approximately SEK 4,239
million will be distributed to the shareholders through this
procedure. The dividend and the redemption amount to a total of
approximately SEK 7,111 million, or
SEK 26.00 per share. To achieve a
quick and efficient redemption procedure the Board further proposes
that the company's share capital is restored to its current amount
by means of a bonus issue. In view hereof, the Board proposes that
the meeting resolves in accordance with the following proposal.
22 a) share split 2:1
The Board proposes that the Annual General Meeting resolves on a
share split 2:1, meaning that each existing share is divided into
two shares, of which one is to be referred to as redemption share
in the Euroclear system and be redeemed in the manner described
under item b) below. The suggested record date at Euroclear for the
share split is May 12, 2022. The last
trading day for the company's shares including the right to receive
redemption shares will therefore be May 10,
2022 and the first trading day for the company's shares
excluding the right to receive redemption shares will be
May 11, 2022. After the share split,
the number of shares in the company will increase from 273,511,169
to 547,022,338, each share with a quota value of approximately
SEK 1.06.
22 b) reduction of the share
capital through redemption of shares
The Board proposes that the Annual General Meeting resolves that
the company's share capital shall be reduced by
SEK 289,457,169 (the reduction amount) for repayment to the
shareholders. The reduction of the share capital will be made by
means of redemption of 273,511,169 shares.
The shares to be redeemed shall be those shares that, after the
share split in accordance with item a) above, are referred to as
redemption shares in the Euroclear system, whereby the record date
for the right to receive redemption shares according to item a)
above is May 12, 2022. Trading in the
redemption shares is estimated to take place as from May 13, 2022 up to June 3,
2022.
For each redeemed share a redemption amount of SEK 15.50
will be paid in cash, of which approximately SEK 14.44 exceeds
the quota value of the share. The total redemption amount is
estimated to SEK 4,239,423,119.50. In addition to the
reduction amount of SEK 289,457,169,
an estimated amount of SEK 3,949,965,950.50 will be
distributed, by use of the company's non-restricted equity. The
record date for the right to receive the redemption amount is
proposed to be June 8, 2022. Payment
of the redemption amount is estimated to be made by Euroclear on
June 13, 2022.
Following the reduction, the company's share capital will amount
to SEK 289,457,169, allocated on in
total 273,511,169 shares, each share with a quota value of
approximately SEK 1.06. Apart from
the reduction of the share capital, the company's restricted equity
will not be affected.
Pursuant to Chapter 20, Section 13, fourth paragraph of the
Swedish Companies Act, the Board hereby states the
following.
It follows from the proposal on reduction of share capital that
the Board proposes that the company's share capital shall be
reduced by SEK 289,457,169 through
redemption of 273,511,169 shares, for repayment to the
shareholders.
To achieve a quick and efficient redemption procedure without
the requirement of obtaining the Swedish Companies Registration
Office's or a general court's permission, the Board has also
proposed that the Annual General Meeting resolves on restoring the
company's share capital to its current amount by increasing the
share capital with SEK 289,457,169 by
way of a bonus issue without issuance of new shares. The amount is
to be transferred from the company's non-restricted equity to the
company's share capital, in accordance with item c) below.
Through the reduction of the share capital for repayment to the
shareholders, the company's share capital is reduced by
SEK 289,457,169 and through the bonus
issue the company's share capital is increased by the same amount.
The company's restricted equity and share capital will therefore
remain unchanged after the implementation of the bonus issue
22 c) increase of the share capital through a bonus issue
Further, to achieve a quick and efficient redemption procedure
without the requirement of obtaining the Swedish Companies
Registration Office's or a general court's permission, the Board
proposes that the Annual General Meeting resolves on a bonus issue
to increase the company's share capital by SEK 289,457,169, to
SEK 578,914,338, through a transfer
of SEK 289,457,169 from the company's
non-restricted equity. No new shares are to be issued in connection
with the bonus issue.
The number of shares in the company will, after implementation
of the increase of the share capital, be 273,511,169, each share
with a quota value of approximately SEK
2.12.
-------------------
The resolutions by the Annual General Meeting in accordance with
items a) – c) above are conditional upon each other and shall
therefore be adopted as one resolution. In order for the resolution
by the Annual General Meeting to be valid, the resolution must be
approved by shareholders representing at least two thirds of the
votes cast as well as the shares represented at the Annual General
Meeting.
Finally, the Board proposes that the Annual General Meeting
authorises the company's President to make the minor adjustments to
the resolutions in this item 22 that may be required in connection
with the registration of the resolutions with the Swedish Companies
Registration Office or Euroclear.
The Board's statement pursuant to Chapter 20, Section 8 of the
Swedish Companies Act as well as the Auditor's statements pursuant
to Chapter 20, Section 8 and Section 14 of the Swedish Companies
Act are provided separately.
A separate information brochure regarding the proposed automatic
share redemption procedure in accordance with this item will be
provided before the Annual General Meeting.
Shares and Votes
The company's share capital amounts to SEK 578,914,338 distributed among 273,511,169
shares and votes. The company holds no own shares.
Further Information
Information regarding all the proposed Board members of Boliden
AB and the Nomination Committee's motivated statement are available
on the company's website www.boliden.com.
The annual report and the auditor's report, the auditor's
statement on compliance with the guidelines for remuneration, etc.
for the Group Management, the auditor's statements in accordance
with Chapter 20, Section 8 and Chapter 20, Section 14 of the
Swedish Companies Act, the Board's motivated statement in
accordance with Chapter 18, Section 4 and Chapter 20, Section 8 of
the Swedish Companies Act, and the Board's remuneration report, are
available on www.boliden.com and at the company's head office,
Klarabergsviadukten 90 in Stockholm,
Sweden, as of Thursday, April 7,
2022. The documents may also be ordered from the
company.
Shareholders' right to information
The Board of Directors and the President shall, if requested by
a shareholder and if the Board deems that it can be done without
material harm to the company, provide information regarding
circumstances that may influence the assessment of either an item
on the agenda, or the company's or a subsidiary's financial
situation or the company's relation to another group company. Those
who wish to pose questions in advance may submit these to Boliden
AB, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or via e-mail to:
arsstamma@boliden.com.
Processing of personal data
For information on how personal data is processed in connection
with the Annual General Meeting, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, March 2022
Boliden AB (publ)
The Board of Directors
For further information, please contact:
Klas Nilsson, Director Group
Communications, phone: +46 70-453 65 88
Mail: klas.nilsson@boliden.com
Boliden is a metals company with a focus on sustainable
development. Our roots are Nordic, our market global. Our core
competence lies within the fields of exploration, mining, smelting
and metal recycling. Boliden has around 6,000 employees and an
annual turnover of around SEK 70
billion. The share is listed in the Large Cap segment on
NASDAQ OMX Stockholm.
This information was brought to you by Cision
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SOURCE Boliden