Notice of Annual General Meeting in Arla Plast AB (publ)
Notice of Annual General Meeting in Arla Plast AB (publ)
The shareholders of Arla Plast AB (publ), corporate registration number 556131-2611, (”Arla Plast” or the ”Company”), are hereby summoned to the Annual General Meeting on Wednesday, May 7, 2025 at 15.00 in the Company´s premises, Västanåvägen 2, Borensberg.
A. RIGHT TO ATTEND THE ANNUAL GENERAL MEETING
Shareholders who intend to attend the meeting must:
- be registered in the share register kept by Euroclear Sweden AB on Monday, April 28, 2025;
- notify the Company of their intention to participate no later than on Friday, May 2, 2025 by post to Arla Plast AB, ”Annual General Meeting 2025”, Box 33, 591 06 Borensberg or via email to [email protected]. The notification must include the shareholder´s name, personal identity or corporate registration number, address, telephone number, shareholding and number of assistants (no more than two).
Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy. For shareholders wishing to participate through a proxy, the Company provides a proxy form on the Company´s website www.arlaplastgroup.com. If the power of attorney has been issued by a legal entity, a certificate of incorporation or a corresponding document for the legal entity must be attached. Shareholders participating through a proxy should submit the proxy form to the above address so that it reaches the Company no later than May 2, 2025.
Nominee-registered shares
Shareholders whose shares are nominee-registered through a bank or other nominee must, in addition to giving notice of participation, request that their shares be temporarily registered in their own name in the share register kept by Euroclear Sweden AB (so called voting right registration) in order to be entitled to participate at the Annual General Meeting. The general meeting share register as of the record date on Monday, April 28, 2025, will take into account voting right registrations completed no later than Friday, May 2, 2025. Shareholders concerned must, in accordance with each nominee´s routines, request that the nominee makes such voting right registration well in advance of that date.
B. AGENDA ITEMS ON THE ANNUAL GENERAL MEETING
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Election of person to verify the minutes.
5. Determination as to whether the Annual General Meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the audit report as well as the consolidated financial statements and the audit report of the group, and a statement from the Company’s auditor confirming compliance with the remuneration guidelines for senior executives.
8. Speech by the CEO.
9. Resolutions regarding
- adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
- appropriation of the Company´s profit pursuant to the adopted balance sheet
- discharge from liability for the Board members and the CEO
10. Report of the work of the Nomination Committee.
11. Determination of fees to the Board members and to the auditors.
12. Determination of the number of Board members and auditors and deputy auditors.
13. Election of Board members, auditors and deputy auditors.
Proposal of the Nomination Committee:
a. Jan Synnersten (re-election)
b. Ulf Hedlundh (re-election)
c. Annelie Arnbäck (re-election)
d. Thomas Widstrand (re-election)
e. Maria Catoni (re-election)
f. Arvid Sundblad (new election)
g. Suzanne Lagerholm (new election)
h. Jan Synnersten as Chairman of the board (re-election)
i. Deloitte AB as auditor (re-election)
Ola Salmén has declined re-election.
14. Resolution on approval of remuneration report.
15. Decision on the Board's proposal for guidelines for remuneration to senior executives.
16. Resolution on authorization for the Board to resolve upon issues of shares.
17. Closing of the Annual General Meeting.
C. THE NOMINATION COMMITTEE´S PROPOSED RESOLUTIONS WITH RESPECT TO ITEMS 2 AND 11-13
In accordance with the principles for appointing the Nomination Committee, adopted by the Annual General Meeting 2021, the Chairman of the Board contacted the Company’s three largest shareholders in terms of voting rights as of the last banking day in September the year prior to the Annual General Meeting. The Nomination Committee prior to the Annual General Meeting 2025 consists of:
- Jan Synnersten, representing Jan Synnersten AB
- Lars Kvarnsund, representing Svolder AB
The nomination committee initially also consisted of Lisa Tunón, representing Swedia Invest AB. Swedia Invest AB announced in December 2024 that they had chosen to leave the Nomination Committee in advance and not appoint a successor.
Lars Kvarnsund is the Chairman of the Nomination Committee. The Nomination Committee presents the following proposals to the Annual General Meeting 2025:
Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes Jan Synnersten, or in the event of his impediment, the person appointed by the Nomination Committee instead, be elected Chairman of the Annual General Meeting.
Determination of fees to the Board members and to the auditors (item 11)
The Nomination Committee proposes the following fees:
- SEK 430,000 (400,000) to the Chairman of the Board and SEK 235,000 (220,000) to each of the other Board members elected by the Annual General Meeting and not employed by the Company.
- SEK 75,000 (70,000) to the Chairman of the Audit Committee and SEK 42,000 (40,000) to each of the other members of the Audit Committee.
- SEK 42,000 (40,000) to the Chairman of the Remuneration Committee and SEK 26,000 (25,000) to each of the other members of the Remuneration Committee.
The Nomination Committee proposes that the fees to the Company’s auditor be paid according to approved invoice.
Determination of the number of Board members and auditors and deputy auditors (item 12)
The Nomination Committee proposes that the number of Board members elected by the general meeting during the coming term of office shall be a total of seven without deputies.
The Nomination Committee proposes that one registered auditing company be appointed as auditor and that no deputy auditors be appointed.
Election of Board members, auditors and deputy auditors (item 13)
The Nomination Committee proposes re-election of the Board members Jan Synnersten, Ulf Hedlundh, Annelie Arnbäck, Thomas Widstrand and Maria Catoni for the period until the end of the Annual General Meeting 2026. New election is proposed for Arvid Sundblad and Suzanne Lagerholm. Ola Salmén has declined re-election.
Jan Synnersten is proposed to be re-elected as Chairman of the Board.
All the proposed Board members are presented in more detail on the Company´s website, www.arlaplastgroup.com. The Nomination Committee has submitted a separate reasoned opinion concerning its proposal for the Board of Directors.
The Nomination Committee proposes, in accordance with the Audit Committee´s recommendation, re-election of the registered auditing company Deloitte AB as the Company´s auditor for the period until the end of the Annual General Meeting 2026. Deloitte AB has informed that, provided that the Annual General Meeting resolves in accordance with the Nomination Committee´s proposal, the authorized public accountant Pernilla Rehnberg will be the auditor in charge.
D. THE BOARD OF DIRECTORS´ PROPOSED RESOLUTIONS WITH RESPECT TO ITEMS 9b, 14, 15 and 16
Resolution regarding appropriation of the Company´s profit pursuant to the adopted balance sheet (item 9b)
The Board of Directors proposes that the available profits of in total SEK 320,073,275 at the disposal of the Annual General Meeting, be disposed of so that SEK 1.50 per share, corresponding to a total of SEK 31,470,000, is distributed to the shareholders and that the remaining amount is carried forward.
The Board of Directors further proposes that May 9, 2025, shall be the record date for dividends.
If the Annual General Meeting resolves in accordance with the Board of Directors’ proposal, the estimated date for payment of the dividend through Euroclear Sweden AB, to those who are recorded in the share register on the record date, is May 14, 2025.
Resolution on approval of remuneration report (item 14)
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors´ report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Decision on the Board's proposal for guidelines for remuneration to senior executives (item 15)
Proposal to the Annual General Meeting on May 7, 2025 to adopt new guidelines for remuneration to senior executives. The guidelines shall apply to remuneration to the CEO, other members of the Company's management and, where applicable, remuneration to board members in addition to board fees. The guidelines do not cover remuneration decided by the general meeting
Remuneration shall be competitive and in line with market practice and may consist of a fixed salary, short-term variable remuneration, other benefits and pension. The total remuneration package may also include long-term variable remuneration.
Fixed salary
The fixed salary shall consist of a fixed annual cash salary. The fixed salary shall be in line with the market and determined considering responsibility, expertise and performance. The fixed salary is reviewed every year.
Short-term variable remuneration
In addition to fixed salary, Arla Plast shall be able to offer short-term variable remuneration. The short-term variable remuneration shall be linked to predetermined and measurable criteria that can be financial or non-financial. They may also be individualized to quantitative or qualitative targets. The criteria shall be designed to promote the company´s business strategy, long-term interests and sustainability. For the CEO, short-term variable remuneration, if any, may not exceed 40 percent of the fixed annual salary in any one financial year. For other members of Group Managment, short-term variable remuneration in any one financial year may not exceed 30 percent of the fixed annual salary.
Long-term variable remuneration
In addition to fixed salary and short-term variable remuneration, long-term variable remuneration can be offered. The long-term variable remuneration shall be linked to predetermined and measurable criteria that may be financial or non-financial. They may also consist of individually adapted quantitative or qualitative targets. The criteria should be designed in such a way that they promote the company's business strategy, long-term interests and sustainability. Any long-term variable remuneration may not exceed 200 percent of the fixed annual salary for the CEO and 100 percent of the fixed annual salary for other in the Arla Plast's management during a three-year period. Decisions on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.
Pension
Pension benefits, including sickness/disability insurance, shall be classified as either defined benefit or defined contribution and may not exceed 30 percent ot the fixed annual salary.
Other benefits
Other benefits may include health insurance, car benefit, housing benefit and fitness susidy. Where such benefits are offered, they must be in line with market practice and only constitute a limited portion of total remuneration. Premiums and other costs related to such benefits may not amount to a total of more than 20 percent of the fixed annual salary.
Notice period and severance pay
The notice period for the CEO from the company may not exceed 12 months. In the event of resignation by the CEO, the period of notice may not exceed six months, without entitlement to severance pay. The notice period for other senior executives is six months if employment is terminated by the company and four months if employment is terminated by the employee.
Total fixed salary during the period of notice and severance pay, including compensation for any non-competition clause, may not exceed an amount equal to two years´ fixed salary.
Agreement on remuneration after termination of assignment
No Board members or senior executives have a post-employment benefit agreement (with hte exception of normal termination pay for the CEO and senior executives). The company has no amounts set aside or accrued for pensions or similar benefits following cessation of service of Board members or senior executives.
Deviation from the guidelines
The Board of Directors may resolve to derogate from the guidelines, 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 long-term interests of Arla Plast, including its sustainability, or to ensure the financial viability of Arla Plast.
Description of significant changes to the guidelines
The proposed guidelines are consistent with the guidelines adopted by the 2021 Annual General Meeting with the addition under section 4, long-term variable remuneration, which has been added in its entirety
Resolution on authorization for the Board to resolve upon issues of shares (item 16)
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors on one or more occasions, during the period until the next Annual General Meeting, to resolve to issue shares, with or without deviation from shareholders’ preferential rights. By virtue of the authorization, the Board of Directors may decide to issue a maximum of 2,098,000 new shares, corresponding to a maximum of ten (10) percent of the total number of outstanding shares in the Company. In addition to payment in cash, payment may be made in kind or by set-off, or otherwise subject to conditions. If the Board decides on a new share issue with deviation from the shareholders’ preferential rights, its purpose shall be to enable the Company to fully or partially finance an acquisition by issuing shares as payment in connection with an acquisition agreement, or to raise capital for such an acquisition. New issues of shares made with deviation from the shareholders’ preferential rights shall occur at a subscription price in accordance with market conditions, including a discount in accordance with market conditions where applicable.
The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office.
Resolution in accordance with the proposal presupposes that the resolution is supported by at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
E. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of this notice, the total number of shares in the Company amounts to 20,980,000, corresponding to a total of 20,980,000 votes. The Company holds no treasury shares.
F. RIGHT TO RECEIVE INFORMATION
The Board of Directors and the 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 about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the assessment of the Company's or subsidiaries' financial situation, the Company's relation to other companies within the group and the consolidated financial statements.
G. AVAILABLE DOCUMENTS
Accounting documents and auditor’s report and the Board of Directors’ complete proposed resolutions under items 9b (including the Board’s statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, 14 (including auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act and 15, as well as the Nomination Committee’s proposed resolutions under items 2 and 11-13 (including its reasoned opinion), will be available from the Company at the address Arla Plast AB, Västanåvägen 2, Borensberg and on the Company’s website, www.arlaplastgroup.com, no later than from April 16, 2025. Copies of the above-mentioned documents are also sent to shareholders who so wish and provide their address. The documents will be presented at the Annual General Meeting.
H. PROCESSING OF PERSONAL DATA
For information on the processing of personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Borensberg in March 2025
Arla Plast AB (publ)
The Board of Directors