The shareholders of Solid Försäkringsaktiebolag (publ) are hereby invited to the Annual General Meeting (AGM) on Thursday, 28 April 2022.
Due to coronavirus, the Board has resolved that the Annual General Meeting is to be held without the physical presence of shareholders, proxies, or external parties and that the exercise of voting rights may only take place via post before the Meeting.
Information about the Annual General Meeting’s resolutions will be published on 28 April 2022 as soon as the outcome of the postal voting has been finalised.
NOTICE ETC.
Shareholders who wish to attend the Annual General Meeting shall
- be entered in the share register maintained by Euroclear Sweden AB (“Euroclear”) on Wednesday 20 April 2022 (the “Record Date”), and
- give notice of their attendance by submitting their postal vote according to the instructions under the heading “Postal voting” below in such a way that Euroclear Sweden AB has received the postal vote no later than Wednesday, 27 April 2022.
Note that notice of attendance at the Annual General Meeting can only be made using postal voting.
NOMINEE-REGISTERED SHARES
Shareholders who have nominee-registered shares through the bank or another nominee, for example shares in a custody account, must – aside from giving notice by submitting their postal vote – request that the shares be temporarily re-registered in their own name so that the shareholder is entered in the share register maintained by Euroclear as per the Record Date of 20 April 2022. Such registration may be temporary (so-called voting right registration) and may be requested from the nominee in accordance with the nominee’s procedures at a time in advance as determined by the nominee.
Voting rights that have been requested by shareholders in such a time that registration has been completed by the nominee by Friday 22 April 2022 at the latest will be taken into account in the preparation of the share register as per the Record Date.
POSTAL VOTING
As stated above, the Board has resolved that shareholders may only exercise their voting rights by postal voting, pursuant to Section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations (2022:121). A special form is to be used for postal voting. The postal voting form is available on the company’s website https://corporate.solidab.se.
Completed and signed postal voting forms may be sent by mail to “Solid Försäkringsaktiebolag, “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected]. Completed forms must have been received by Euroclear not later than Wednesday, 27 April 2021. Shareholders can also cast their postal vote electronically by verifying their identity using BankID on the website of Euroclear, https://anmalan.vpc.se/EuroclearProxy not later than Wednesday, 27 April 2022.
Shareholders may not submit additional instructions other than by selecting one of the alternatives provided on the form. If the shareholder has included special instructions or terms on the form, or altered or made additions to the printed text, the postal vote will be rendered invalid. Further information and conditions can be found on the postal voting form and on https://anmalan.vpc.se/EuroclearProxy.
POWERS OF ATTORNEY ETC.
If the shareholder is postal voting through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A template proxy form is available on the company’s website https://corporate.solidab.se.
If the shareholder is a legal entity, a registration certification or an equivalent authorisation document must be submitted along with the postal voting form.
PROPOSED AGENDA
1. Election of Chairman of the Annual General Meeting.
2. Election of one or two persons to check and verify the minutes.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Determination of whether the Annual General Meeting was duly convened.
6. Presentation of the Annual Report and the Auditor’s Report, and the auditor’s statement on guidelines for remuneration of senior executives.
7. Resolution on the adoption of income statement and balance sheet
8. Resolution on the allocation of the company’s earnings as stated in the adopted balance sheet.
9. Resolution on the discharge from liability of the members of the Board and the CEO.
10. Determination of the number of members of the Board.
11. Determination of the remuneration to the Board and the auditor.
12. Election of Board members:
12.1 Lars Nordstrand (re-election, proposed by the Nomination Committee)
12.2 Fredrik Carlsson (re-election, proposed by the Nomination Committee)
12.3 David Nilsson Sträng (re-election, proposed by the Nomination Committee)
12.4 Marita Odélius Engström (re-election, proposed by the Nomination Committee)
12.5 Lisen Thulin (re-election, proposed by the Nomination Committee)
13. Election of the Chairman of the Board.
14. Election of auditor.
15. Presentation and approval of the remuneration report.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman of the Annual General Meeting (item 1)
The Nomination Committee proposes that the lawyer Magnus Lindstedt, or in his absence the individual that the Nomination Committee designates, be elected the Chairman of the Annual General Meeting.
Determination of the number of members of the Board and the election of the members of the Board and the Chairman of the Board (items 10 and 12-13)
The Nomination Committee proposes that the Board consist of five members.
The Nomination Committee proposes re-election for a term until the next Annual General Meeting of Board members Lars Nordstrand, Fredrik Carlsson, David Nilsson Sträng, Marita Odélius Engström and Lisen Thulin.
The Nomination Committee proposes that Lars Nordstrand be re-elected as Chairman of the Board.
Determination of the remuneration to the Board and the auditor (item 11)
The Nomination Committee proposes that remuneration for ordinary Board work for the period until the close of the next Annual General Meeting remain unchanged and be as follows:
- SEK 500,000 to the Chairman of the Board,
- SEK 250,000 to each of the other members of the Board.
The Nomination Committee has furthermore proposed that remuneration for committee work for the period until the close of the next Annual General Meeting shall be as follows:
- SEK 100,000 to the Chairman and SEK 50,000 to each of the other members of the Audit Committee,
- SEK 100,000 to the Chairman and SEK 50,000 to each of the other members of the Corporate Governance Committee,
- No remuneration shall be paid for work in the Remuneration Committee.
By way of information, Board member Fredrik Carlsson is, alongside his work on the Board and the Board’s committees, also the Chairman of Solid Försäkring’s Investment Committee. For this, he receives a fee of SEK 100,000 per year as previously announced.
The Nomination Committee proposes that the auditor be paid in accordance with approved invoices.
Election of auditor (item 14)
The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, that the company have a registered accounting firm as auditor and that the registered accounting firm Ernst & Young AB be re-elected as auditor for the period up until the close of the 2023 Annual General Meeting. Ernst & Young AB has informed the company that the Authorised Public Accountant Jesper Nilsson will continue to serve as auditor in charge should Ernst & Young AB be re-elected as auditor.
RESOLUTIONS PROPOSED BY THE BOARD
Election of one or two persons to check and verify the minutes (item 2)
The Board proposes Fabian Bengtsson, representing Waldakt Aktiebolag, and Oskar Börjesson, representing Livförsäkringsbolaget Skandia or, if they are absent, the person(s) designated by the Board of Directors, are proposed as the persons to verify the minutes. The assignment to verify the minutes must, in addition to signing the minutes of the Annual General Meeting alongside the Chairman of the Board, also include verifying the voting list and ensuring that received postal votes are correctly reflected in the Annual General Meeting minutes.
Preparation and approval of the voting list (item 3)
The voting list that is proposed for resolution is the voting list that has been prepared by Euroclear Sweden AB on behalf of the company, based on the shareholders’ register and received postal votes, verified, approved, and recommended by the persons chosen to verify the minutes.
Resolution on the allocation of the company’s earnings as stated in the adopted balance sheet (item 8)
In accordance with the company’s dividend policy and as previously communicated, the first time that the Board will propose a distribution of profit will be for the 2022 financial year. Accordingly, the Board proposes that the Annual General Meeting resolve that the profit at the disposal of the Meeting, SEK 297,413,178, be carried forward, of which SEK -776,174 to the Fair value reserve-
Presentation and approval of the remuneration report (item 15)
The Board has prepared a remuneration report for 2021 and proposes that the Annual General Meeting approves the report. The remuneration report is included in the documents pertaining to the Annual General Meeting that are provided before the Annual General Meeting as below.
OTHER INFORMATION
Number of shares and votes
At the date of this notice the total number of shares in the company amounts to 20,000,000 with one vote each, thus in total 20,000,000 votes. At the time of the issuance of this notice the company holds no own shares.
Documentation
The Board’s complete proposals for resolutions are included in the notice, with the exception of the remuneration report. The Board’s remuneration report, the Nomination Committee’s reasoned statement regarding its proposal to the Board and information about the proposed members of the Board, the Annual Report and the Auditor’s Report for 2021, the Auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act and other documents for the Annual General Meeting are available, together with the proxy form, from no later than 7 April 2022, on the company’s website https://corporate.solidab.se at the company’s address, Landskronavägen 23 in Helsingborg, and sent to shareholders on request and upon the disclosure of their postal or e-mail address. The documents stated above are presented at the Annual General Meeting by being made available on the company’s website https://corporate.solidab.se, which also includes information concerning the proposed members of the Board.
To order the documents, telephone +46 8 402 91 71 (Monday-Friday, 9:00 a.m.–4:00 p.m.) or e-mail [email protected] or by letter to Solid Försäkringsaktiebolag, “Årsstämma”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.
Right to receive information
The Board and the CEO must, if a shareholder so requests and the Board considers it possible without this resulting in material damage to the company, provide information concerning, firstly, conditions that could influence the assessment of an item on the agenda, secondly, conditions that could influence assessments of the financial condition of the company.
Requests for such information are to be submitted in writing to the company no later than ten days prior to the Annual General Meeting, that is, no later than 18 April 2022, to Solid Försäkringsaktiebolag, Att. Sofia Andersson, Box 22068, SE-250 22 Helsingborg, Sweden, or e-mail: [email protected]. Information is provided by the company by being made available on the company’s website and at the company no later than 23 April 2022. Information will also be sent to the shareholder who requested the information and provided an address.
Processing of personal data
Solid Försäkringsaktiebolag (publ) 516401-8482, registered in Helsingborg, is the controller of the processing of personal data in connection with the Annual General Meeting. For information on how personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Solid Försäkring’s data protection officer
E-mail: [email protected]
Telephone: +46 (0)42 38 21 00
Address: Solid Försäkringsaktiebolag, DPO, Box 22068, SE-250 22 Helsingborg, Sweden
____________
Helsingborg, March 2022
SOLID FÖRSÄKRINGSAKTIEBOLAG (PUBL)
THE BOARD