Notice to BillerudKorsnäs annual general meeting 2020
The shareholders of BillerudKorsnäs AB (publ) are hereby invited to attend the annual general meeting, to be held on Tuesday 5 May 2020 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. The premises for the meeting will be open for registration at 14.30. No coffee, food or other refreshments will be served to the participants of the meeting.
The notice, including the board's and the nomination committee's complete proposals and documentation for the annual general meeting, is attached to this press release. The notice is also available on BillerudKorsnäs' website at www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2020.
Summary of the proposed resolutions
Annual report, dividend and discharge of liability
• The meeting shall adopt the annual report for 2019. The annual report will from the 8 April 2020 be 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 12 May 2020. As announced by BillerudKorsnäs, the board has, against the background of the increased uncertainty due to the Covid-19 pandemic, decided to withdraw the previously communicated extraordinary dividend.
• The meeting shall resolve whether or not to discharge the board and CEO of liability for 2019.
Election of board and auditor, as well as remuneration to the board and auditor
• The meeting shall elect the company’s board. The nomination committee proposes re-election of all current board members except Lennart Holm that during 2019 made the transition into a role as acting president and CEO, and that Jan Svensson is elected as a new member of the board. Furthermore, the nomination committee proposes the election of Jan Åström as chairman of the board and Michael M.F. Kaufmann as vice chairman of the board.
• The meeting shall resolve on remuneration to the board and auditor. The nomination committee proposes no change in the level of remuneration for 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. Ingrid Hornberg Román will continue as auditor-in-charge.
Guidelines for remuneration to senior executives and a long-term share based incentive program
• The meeting shall adopt new guidelines for remuneration to the company’s senior executives that in substance are the same as in 2019. However, in order to meet new legal requirements, the proposed guidelines for remuneration are more detailed than the previous guidelines.
• The meeting shall resolve on the board’s proposal to introduce a long-term share based incentive program for the group’s Executive Leadership Team, as well as other key personnel and talents. The program has the same basic structure as the previous years’ share based incentive programs, but has been modernised with new performance criteria and more challenging performance levels.
• The meeting shall authorise the board to resolve on repurchase of own shares.
• The meeting shall resolve on amendments of the articles of association.
• The meeting shall resolve on proposals from a shareholder.
Participation in the meeting
Shareholders who wish to attend the annual general meeting must give notice of their attendance to the company no later than Tuesday 28 April 2020 and be recorded in the share register (maintained by Euroclear Sweden) on Tuesday 28 April 2020 (the so called “Record Date”). Notice may be submitted:
• by mail to BillerudKorsnäs AB (publ), “AGM”, c/o Euroclear Sweden AB, 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).
Important information regarding participation by proxy
In light of the authorities’ regulations, and for the shareholders feeling worried about the spread of infection due to the corona virus, BillerudKorsnäs encourages all shareholders to seriously consider the possibility to, instead of personally attending the annual general meeting, attend by the help of a proxy holder.
A template proxy form as well as information regarding special proxy services for this year’s meeting, can be found on the company’s website www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2020.
Shareholders attending by a proxy or a representative should send documents of authorisation to the company at the following address: BillerudKorsnäs AB (publ), “AGM”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden.
Proposed agenda for the annual general meeting 2020
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Drawing up and approval of the voting list.
4. Election of one or two persons to verify the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditors’ report as well as the consolidated accounts and consolidated auditors’ report for the 2019 financial year.
8. Resolution on
(a) the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2019,
(b) the disposition of the company’s profits based on the adopted balance sheet for 2019 and the record date for the dividend, and
(c) discharge from personal liability for board members and the CEO for their administration for the year 2019.
9. Resolution on number of board members to be elected by the meeting.
10. Resolution on remuneration for board members and committee work and on fees for auditors.
11. Election of board members:
(a) Tobias Auchli (re-election, proposed by the nomination committee),
(b) Andrea Gisle Joosen (re-election, proposed by the nomination committee),
(c) Bengt Hammar (re-election, proposed by the nomination committee),
(d) Michael M.F. Kaufmann (re-election, proposed by the nomination committee),
(e) Kristina Schauman (re-election, proposed by the nomination committee),
(f) Victoria Van Camp (re-election, proposed by the nomination committee),
(g) Jan Åström (re-election, proposed by the nomination committee), and
(h) Jan Svensson (new election, proposed by the nomination committee).
12. Election of chairman of the board and vice chairman of the board.
13. Election of auditor.
14. The board’s proposal regarding guidelines for remuneration for the senior executives.
15. The board’s proposal regarding (a) long-term share based incentive program for 2020, and (b) transfer of own shares to the participants in the program.
16. The board’s proposal regarding an authorisation for the board to resolve on repurchase of own shares.
17. The board’s proposal regarding amendment of the articles of association.
18. Shareholder’s proposals (a) and (b).
19. Closing of the meeting.
Precautionary measures in view of the spread of the corona virus
The continued spread of the corona virus (COVID-19) remains difficult to assess with any certainty. BillerudKorsnäs is carefully monitoring developments. At the time of this notice, there is a prohibition against public gatherings of more than 50 persons. BillerudKorsnäs cares about the health and well-being of its shareholders and about the work to reduce the spread of the virus, and will of course observe the restrictions and limitations for gatherings in force at each given time. As of currently, BillerudKorsnäs intends to conduct the annual general meeting as planned, but in a situation where there is a risk that the number of persons present at the general meeting exceeds the applicable restrictions for gatherings, BillerudKorsnäs intends to cancel the meeting and call a new meeting at a later point in time. As a precautionary and risk-minimising measure for its shareholders, BillerudKorsnäs has decided – in consultation with experts and in response to feedback from concerned shareholders – to implement special arrangements at the 2020 annual general meeting. Such arrangements include, among other things, that BillerudKorsnäs’ acting president & CEO will not give the customary CEO presentation to the annual general meeting. Instead, a shorter speech will be given to the meeting that also will be available on the company’s website. Further, the presence of the members of the board, the Executive Leadership Team and employees will also be limited, and BillerudKorsnäs also intends to offer a webcast of the annual general meeting.
BillerudKorsnäs is closely monitoring the impact of the corona outbreak in Sweden, and in case of updated government instructions or recommendations from relevant authorities, BillerudKorsnäs may decide on additional precautionary measures in connection with the meeting.
Information, updates on the special arrangements in view of the spread of the corona virus as well as the link to the webcast can be found on BillerudKorsnäs website at www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2020.
For further information, please contact:
Andreas Mattsson, General Counsel,+46 8 553 335 16