Notice to BillerudKorsnäs' annual general meeting 2021
The shareholders of BillerudKorsnäs Aktiebolag are hereby invited to the annual general meeting, to be held on Wednesday 5 May 2021. Due to the current coronavirus pandemic, the annual general meeting will be conducted only through postal voting in accordance with temporary legislation. There will be no possibility for shareholders to participate in person or through representatives at the annual general meeting. Information regarding the resolutions by the annual general meeting will be publicly announced on Wednesday 5 May 2021, as soon as the outcome of the postal voting has been finally established.
Notice of attendance to the meeting shall be given no later than by Tuesday 4 May 2021 by postal voting, see below for further information regarding postal voting.
To give shareholders an update on BillerudKorsnäs and its business before the annual general meeting, an interview with the company’s CEO Christoph Michalski will be published at the company's website, www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2021, no later than by Friday 30 April 2021.
The notice, including the complete proposals of the board and the nomination committee for the annual general meeting, is attached to this press release. The notice and more information regarding the form for BillerudKorsnäs' annual general meeting 2021 can be found on BillerudKorsnäs' website, www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2021.
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.
Annual report, dividend, discharge of liability and remuneration report
- The meeting shall adopt the annual report for 2020. The annual report is available on the company's website as from 8 April 2021 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 Wednesday 12 May 2021.
- The meeting shall resolve whether or not to discharge the board and CEO of liability for 2020.
- The meeting shall resolve whether or not to approve the remuneration report for 2020. The remuneration report is available at the company's website, www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2021.
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 board members. Jan Åström has announced that he is not available for re-election as chairman of the board, but however as member of the board. The nomination committee therefore proposes the election of Jan Svensson as chairman of the board and re-election of 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 increased fees for board and auditing committee 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 and a new performance based long-term share program for 2021
- The meeting shall resolve on minor updates of the guidelines for remuneration to senior executives.
- The meeting shall resolve on the board's proposal to introduce a new performance based long-term share program for 2021 for the CEO, other members of the Executive Management Team (EMT members) and other key employees within BillerudKorsnäs. The proposed program has a new structure compared to previous share-based incentive programs in BillerudKorsnäs and is described in detail below.
Shareholders who wish to participate in the annual general meeting must give notice of their attendance no later than Tuesday 4 May 2021 by casting their postal vote as instructed under the heading "Postal voting" below, so that the postal vote is received by BillerudKorsnäs no later than that day, and be recorded in the presentation of the share register prepared by Euroclear Sweden on Tuesday 27 April 2021 (the so called "record date").
Nominee-registered shares (voting rights registration)
Shareholders whose shares are nominee-registered must - in addition to giving notice by postal voting - temporarily re-register the shares in their own name so that the shareholder is recorded in the share register as per Tuesday 27 April 2021. 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 no later than Thursday 29 April 2021 will be taken into account when preparing the general meeting share register.
The shareholders may exercise their voting rights at the annual general meeting only by voting in advance through so-called postal voting in accordance with Section 22 of the Temporary Exemptions Act (Sw. lag (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor).
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-2021.
The completed and signed form must be received by Euroclear Sweden (administrating the forms on behalf of BillerudKorsnäs) no later than Tuesday 4 May 2021. 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 email@example.com. The completed and signed form may also be sent by mail to BillerudKorsnäs Aktiebolag, "Årsstämma", 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 must be attached to the form. A template proxy form is available at the company's website, www.billerudkorsnas.com/about-us/corporate-governance/general-meetings/agm-2021. If the shareholder is a legal entity, a certificate of registration or other authorisation document must be attached to the form.
The shareholder may not assign special instructions or conditions to the postal vote. If so, the vote, i.e. the postal vote as a whole, is invalid. Additional instructions and conditions are provided in the postal voting form.
Proposed agenda for the annual general meeting 2021
- 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 2020 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 2020,
- the disposition of the company's profits based on the adopted balance sheet for 2020 and the record date for the dividend, and
- discharge of personal liability for board members and the CEO for their administration for the year 2020.
- 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:
- Tobias Auchli (re-election, proposed by the nomination committee),
- Andrea Gisle Joosen (re-election, proposed by the nomination committee),
- Bengt Hammar (re-election, proposed by the nomination committee),
- Michael M.F. Kaufmann (re-election, proposed by the nomination committee),
- Kristina Schauman (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).
- Election of chairman of the board and vice chairman of the board.
- Election of auditor.
- The board's proposal regarding guidelines for remuneration for senior executives.
- The board's proposal regarding a performance based long-term share program for 2021, including resolutions to
- implement a performance based long-term share program for 2021, and
- transfer own shares to the participants.
For further information, please contact:
Andreas Mattsson, General Counsel, +46 553 335 16