Notice to BillerudKorsnäs' annual general meeting 2022
The shareholders of BillerudKorsnäs Aktiebolag are hereby invited to the annual general meeting, to be held on Tuesday 10 May 2022 at 15.00 at Norra Latin – Stockholm City Conference Center, the auditorium, at Norra Bantorget (arriving with car the address is Barnhusgatan 7A, and arriving by foot the address is Drottninggatan 71) in Stockholm, Sweden. Registration starts at 14.30.
The board has resolved, in accordance with § 10 in BillerudKorsnäs’ articles of association, that shareholders may perform their voting rights at the annual general meeting also through postal voting.
Notice of attendance to the meeting shall be given no later than by Wednesday 4 May 2022 by submitting notice to attend or a postal vote, see below.
Material from the meeting, such as CEO Christoph Michalski’s presentation and for the meeting available presentation material will be published at the company's website, www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2022 the day after the meeting.
The agenda items in brief
The board's proposed agenda for the annual general meeting, and the complete proposals are stated in this document. The proposed resolutions are, in brief, the following.
Authorisation for the board to resolve on a rights issue
- The meeting shall resolve whether or not to approve the board’s proposal to authorise the board to resolve on a new share issue with preferential right for the shareholders amounting to maximum SEK 3.5 billion in order to repay a part of the debt which was raised in conjunction with the acquisition of Verso Corporation.
Name change to Billerud Aktiebolag (publ)
- The meeting shall resolve on the board’s proposal to change the company’s name to Billerud Aktiebolag (publ) by an amendment of the articles of association.
Annual report, dividend and discharge of liability
- The meeting shall adopt the annual report for 2021. The annual report is available on the company's website www.billerudkorsnas.com/investors/financial-reports.
- The meeting shall resolve upon the disposition of the year's result. The board proposes a dividend of SEK 4.30 per share. The dividend is estimated to be paid out to the shareholders on Tuesday 17 May 2022.
- The meeting shall resolve whether or not to discharge the board and CEO of liability for 2021.
Election of board and auditor, as well as remuneration to the board and auditor
- The meeting shall elect the company's board. Current board members Andrea Gisle Joosen, Bengt Hammar, Victoria van Camp, Jan Svensson (chairman) and Jan Åström are proposed for re-election. In addition, Florian Heiserer and Magnus Nicolin are proposed as new members of the board.
- The meeting shall resolve on remuneration to the board and auditor. The nomination committee proposes increased fees for the board work, and that the auditor's fee shall be paid in accordance with approved invoices.
- The meeting shall elect auditor. The nomination committee proposes that KPMG is re-elected as auditor for one more year. Hök Olov Forsberg will be appointed by KPMG as the new auditor-in-charge.
Remuneration guidelines, remuneration report and performance based long-term share program for 2022
- The meeting shall resolve on approval of the remuneration report for 2021.
- The meeting shall resolve on the updates in the guidelines for remuneration to senior executives due to the acquisition of Verso Corporation to be effective from the annual general meeting 2022 and forward.
- The meeting shall resolve on the board's proposal to introduce a performance based long-term share program for 2022 for the CEO, other members of the Executive Management Team (EMT members) and other key employees within BillerudKorsnäs. The proposed program has the same structure as the share-based incentive program for 2021 and is described in detail below.
Shareholders who wish to attend the annual general meeting must give notice of their attendance to the company no later than Wednesday 4 May 2022 and be recorded in the share register (maintained by Euroclear Sweden) on Monday 2 May 2022 (the so called “Record Date”). Notice may be submitted:
- by mail to BillerudKorsnäs AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, P.O box 191, 101 23 Stockholm, Sweden; or
- by telephone to +46 8402 90 62; or
- on www.billerudkorsnas.com/register/.
The notification shall state the name and should in addition thereto state the personal/company registration number, address, telephone number and the number of any advisors (not more than two). Shareholders participating by proxy shall send proxy form, registration certificate or other incorporation documentation to the company to the address BillerudKorsnäs AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, P.O box 191, 101 23 Stockholm. A proxy form is available at the company's website www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2022. If the shareholder is a legal person a registration certificate or other authorisation documentation shall be attached to the form.
Shareholders who wish to use the possibility of postal voting in advance shall do this in accordance with the instructions under the headline “Postal voting” below.
Nominee-registered shares (voting rights registration)
Shareholders whose shares are nominee-registered must temporarily re-register the shares in their own name so that the shareholder is recorded in the share register as per Monday 2 May 2022. Such registration may be temporary (so-called voting rights registration), and is requested at the nominee, in accordance with the nominee's routines, at such time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Wednesday 4 May 2022 will be taken into account when preparing the general meeting share register.
A dedicated form shall be used for the postal vote. The form is available at BillerudKorsnäs' website, www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2022. Additional instructions and conditions can be found in the postal voting form.
The completed and signed form must be received by Euroclear Sweden (administrating the forms on behalf of BillerudKorsnäs) no later than Wednesday 4 May 2022. The completed form shall be sent electronically either by signature with BankID in accordance with instructions on anmalan.vpc.se/euroclearproxy or by sending the completed and signed form by e-mail to firstname.lastname@example.org. The completed and signed form may also be sent by mail to BillerudKorsnäs Aktiebolag, "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.
If the shareholder submits its postal vote by proxy, a proxy and authorisation documentation must be attached to the form.
Proposed agenda for the annual general meeting 2021
- Opening of the meeting.
- Election of chairman of the meeting.
- Drawing up and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Determination as to whether the meeting has been duly convened.
- Approval of the agenda.
- Presentation of the annual report and the auditors' report as well as the consolidated accounts and consolidated auditors' report for the 2021 financial year.
- Resolution on
- the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2021,
- the disposition of the company's profits based on the adopted balance sheet for 2021 and the record date for the dividend, and
- discharge of personal liability for board members and the CEO for their administration for the year 2021.
- Presentation of the remuneration report for approval.
- Resolution on number of board members to be elected by the meeting.
- Resolution on remuneration for board members and committee work and on fees for auditors.
- Election of board members:
- Andrea Gisle Joosen (re-election, proposed by the nomination committee),
- Bengt Hammar (re-election, proposed by the nomination committee),
- Jan Svensson (re-election, proposed by the nomination committee),
- Victoria van Camp (re-election, proposed by the nomination committee),
- Jan Åström (re-election, proposed by the nomination committee),
- Florian Heiserer (new election, proposed by the nomination committee), and
- Magnus Nicolin (new election, proposed by the nomination committee).
- Election of chairman of the board.
- Election of auditor.
- The board’s proposal regarding remuneration guidelines to senior executives.
- The board's proposal regarding a performance based long-term share program for 2022, including resolutions to
- implement a performance based long-term share program for 2022, and
- transfer own shares to the participants.
- The board’s proposal regarding amendment of the articles of association.
- The board’s proposal on authorisation for the board of directors to resolve to issue new shares with preferential right for the shareholders.
- Closing of the meeting.
For further information, please contact:
Andreas Mattsson, General Counsel, +46 553 335 16