STOCKHOLM, March 19, 2024 /PRNewswire/ -- The shareholders of Boliden AB (publ) (company registration number 556051-4142) are summoned to the Annual General Meeting to be held on Tuesday, April 23, 2024 at 12.30 p.m. (CEST). The Annual General Meeting will be held in Folkets Hus, Boliden, Sweden. The meeting facilities will be open for registration and exhibition from 10.00 (CEST). Lunch is served from 11.30 (CEST).
The Board of Directors has resolved 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 Monday, April 15, 2024 (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 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 Wednesday, April 17, 2024.
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 Monday, April 15, 2024 (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 Wednesday, April 17, 2024 (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.
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 Monday, April 15, 2024. 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 17, 2024 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 [email protected] 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 Wednesday, April 17, 2024.
The completed postal voting form can be sent by e-mail to [email protected] 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 Wednesday, April 17, 2024. 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
Nomination Committee
The Nomination Committee of Boliden has consisted of Lennart Francke (Swedbank Robur Fonder), Chairman, Karin Eliasson (Handelsbanken Fonder), and Patrik Jönsson (SEB fonder). The chairman of the Board, Karl-Henrik Sundström has been an adjunct to the Nomination Committee.
Election of Chairman (item 2)
The Nomination Committee proposes that Karl-Henrik Sundström be elected Chairman of the meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the company, based on the Annual General Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
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 7.50 (15.00) per share and that Thursday, April 25, 2024 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 Tuesday, April 30, 2024.
Resolution on the number of Board members and auditors appointed by the Annual General Meeting (item 14)
The Nomination Committee proposes the appointment of eight 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 2,025,000 (1,965,000) and that each of the other Directors not employed by the company shall be remunerated with a fee of SEK 675,000 (655,000); that the Chairman of the Audit Committee shall be remunerated with a fee of SEK 300,000 (275,000); that each of the Audit Committee members shall be remunerated with a fee of SEK 160,000 (150,000); and that both the Chairman and the other member of the Remuneration Committee shall be remunerated with a fee of SEK 80,000 (75,000) each.
Election of the Members and Chairman of the Board of Directors (item 16)
The Nomination Committee proposes re-election of Helene Biström, Tomas Eliasson, Per Lindberg, Perttu Louhiluoto, Elisabeth Nilsson, Pia Rudengren and Karl-Henrik Sundström, and new election of Derek White. Born in 1962, Derek White has 30 years' experience in the mining and metals industry. He has a bachelor's degree in geological engineering from University of British Columbia, and is also a chartered accountant. He is the CEO of the Canadian mining company Ascot Resources and has previously served as head of the private equity firm Traxys Capital Partners, CEO of KGHM International, and held a variety of senior positions in the mining industry, including Quadra FNX Mining, BHP Billiton and Impala Platinum.
The Nomination Committee also proposes re-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.
Election of members of the Nomination Committee (item 20)
The Nomination Committee proposes that Lennart Francke (Swedbank Robur Fonder), Karin Eliasson (Handelsbanken Fonder) and Patrik Jönsson (SEB fonder) are appointed as Nomination Committee members.
Resolution on the implementation of a long-term share savings programme 2024/2027 (item 21a) and hedging arrangements related thereto (item 21b)
Background
The Board of Directors proposes that the Annual General Meeting resolves on a long-term share savings programme (the "Programme" or "LTIP 2024/2027"). The Programme is aimed at the CEO, members of the Group Management, General Managers and certain other key employees in the Boliden Group and shall be implemented after Boliden's Annual General Meeting in 2024.
The overall purpose of the Programme is to maintain a close community of interest between employees and shareholders by incentivizing employees to increase the value of the company. The Programme is intended to attract and retain key employees. The Programme should be achievable, easy to understand, cost-effective to administer and easy to communicate.
a) Implementation of the Programme
The Board of Directors proposes to implement the Programme on the main terms set out below.
Costs of the Programme, etc.
The costs for the Programme, which are recognized in the income statement, are calculated in accordance with the accounting standard IFRS 2 and are accrued over the Vesting Period. The calculation has been carried out based on the quoted closing price for shares in Boliden as of 29 December 2023, i.e. SEK 314.5 per share, and with the following assumptions: (i) an annual employee turnover of approximately 7 per cent, (ii) fulfilment of the TSR Condition of 100 per cent and fulfilment of the Sustainability Condition, (iii) all 40 Participants invest the maximum amount in the Programme, (iv) all remaining Participants are entitled to allotment of the maximum number of Performance Shares in the Programme, (v) a tax rate for social security contributions of 30 per cent under the Programme, and (vi) a total maximum of 100,000 Performance Shares available for allotment.
Based on the above assumptions, the total costs for the Programme under IFRS 2 are estimated to amount to approximately SEK 17.1 million, excluding social security contributions. Assuming an annual share price increase of 15 per cent during the term of the Programme, the costs for social security contributions are estimated to amount to approximately SEK 11 million. Assuming instead an annual share price increase of 30 per cent during the duration of the Programme, the costs for social security contributions are estimated to amount to approximately SEK 15.9 million.
Based on the above assumptions (and an annual share price increase of 15 per cent for calculation of the social security contributions), the yearly costs are estimated to amount to approximately SEK 9.4 million, including social security contributions. This corresponds to approximately 0.2 per cent of the Boliden Group's total personnel costs for the financial year 2023.
Dilution
The allotment of repurchased shares to fulfil the obligations under the Programme would result in the following dilution effects (under the assumptions stated below). At the maximum allotment of Performance Shares, the number of shares to be allotted free of charge in the Programme amounts to 100,000 shares in Boliden, which corresponds to approximately 0.04 per cent of the shares and votes (calculated based on the number of outstanding shares in Boliden as of 29 December 2023). The effects on key ratios and earnings per share are thus insignificant.
Hedging arrangements
In order to be able to implement the Programme in a cost-efficient and flexible manner, the Board of Directors has considered different methods for delivery of Performance Shares. The Board of Directors has thereby found the most cost-efficient alternative to be, and therefore proposes that the Annual General Meeting as the main alternative resolves on, repurchase and transfer of treasury shares. The Company currently holds 40,000 treasury shares. The detailed terms and conditions for the Board of Directors' main alternative are set out in section 21.b.i below.
Should the required majority for item 21.b.i below not be reached, the Board of Directors proposes that Boliden shall be able to enter into equity swap agreements with third parties in accordance with item 21.b.ii below.
Preparation of the proposal
The proposed Programme has, according to guidelines issued by Boliden's Board of Directors, been prepared by Boliden's Remuneration Committee, with the assistance of external advisors. The Remuneration Committee has presented the work to the Board of Directors, after which the Board of Directors has resolved to propose that the Programme is adopted at the Annual General Meeting 2024.
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b) Hedging arrangements in respect of the Programme
i. Decisions on acquisitions and transfers of treasury shares
The Board of Directors proposes that the Annual General Meeting (a) authorize the Board of Directors to resolve on acquisitions of treasury shares on Nasdaq Stockholm and (b) resolve that treasury shares may be transferred to the Participants in the Programme.
a. The acquisition of treasury shares is subject to the following terms:
b. The transfer of Boliden's treasury shares to the Participants may take place under the following terms:
The transfer of own shares is part of the proposed Programme and the Board of Directors considers it to be beneficial to Boliden and the shareholders that Participants in the Programme are offered the opportunity to become shareholders under the terms of the Programme.
ii. Equity swap agreement with a third party
The Board of Directors proposes that the Annual General Meeting, in the event that the required majority for item 21.b.i above cannot be reached, resolve to hedge the financial exposure that the Programme is expected to entail by enabling Boliden to enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party undertakes, in its own name and in exchange for a fee, to acquire and transfer shares in Boliden to the Participants in accordance with the terms of the Programme.
Majority requirements, etc.
The Annual General Meeting's resolution to implement the Programme in accordance with item 21.a. above is conditional upon the Annual General Meeting resolving either in accordance with the proposal under item 21.b.i or the proposal under item 21.b.ii.
The Annual General Meeting's resolution under item 21.a above requires a simple majority of the votes cast. A valid resolution under item 21.b.i above requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the Annual General Meeting approve the resolution. A valid resolution under item 21.b.ii above requires a simple majority of the votes cast.
Previous incentive programmes
Since 2023, Boliden has a long-term share saving programme (LTIP 2023/2026) which is mainly based on the same conditions as the above proposed LTIP 2024/2027. LTIP 2023/2026 is described in more detail in note 5 in Boliden's annual report for the financial year 2023.
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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 40,000 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 Board's motivated statements in accordance with Chapter 18, Section 4 and, Chapter 19, Section 22 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 Tuesday, April 2, 2024. 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: [email protected].
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 2024
Boliden AB (publ)
The Board of Directors
For further information, please contact:
Klas Nilsson, Director Group Communications, phone: +46 70-453 65 88
[email protected]
[1]Shares that the Participants have acquired within the framework of Boliden's remuneration programme for short-term cash variable remuneration and that have been held for less than three years cannot be allocated as Investment Shares in the Programme.
[2]The calculation of the TSR is made as follows. Volume-weighted average share prices during a period of 20 trading days after Boliden's publication of the year-end report for the financial year 2023 are compared with volume-weighted average share prices during a period of 20 trading days after Boliden's publication of the year-end report for the financial year 2026, with the addition of dividends and other returns. Upon implementation of the Programme, the peer group consists of the following companies: Antofagasta, Aurubis, Lundin Mining, First Quantum, Fresnillo, KGHM, Korea Zinc and TECK. The peer group may be adjusted as decided by the Board of Directors if the Board of Directors finds it appropriate.
[3]Boliden aims to have 42 per cent lower absolute carbon dioxide emissions (Scope 1 and Scope 2 according to the Green-house Gas Protocol) in 2030 compared to the base year 2021. The climate targets for 2030 are validated by the Science Based Target Initiative ("SBTi").
Boliden's vision is to be the most climate-friendly and respected metal provider in the world. We are Europe's producer of sustainable metals and, guided by our values care, courage and responsibility, we operate within exploration, mines, smelters and recycling. We are around 6,000 employees and have annual revenues of approximately SEK 80 billion. The share is listed in the Large Cap segment of NASDAQ OMX Stockholm.
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