The shareholders of Solid Försäkringsaktiebolag (publ) are hereby invited to the Annual General Meeting (AGM) on Wednesday, 26 April 2023 at 03.30 p.m. at Landskronavägen 23 in Helsingborg. Registration begins at 03.00 p.m.
Shareholders who wish to attend the Annual General Meeting shall
• be entered in the share register maintained by Euroclear Sweden AB (“Euroclear”) on Tuesday 18 April 2023 (the “Record Date”), and
• give notice of their attendance to the company no later than on Thursday, 20 April 2023. Notice of attendance is made on the company’s website, https://corporate.solidab.se/en, by phone +46 8 402 58 77 (Monday–Friday, 09.00–16.00), by mail to Solid Försäkringsaktiebolag, "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by e-mail to [email protected]. The notification must specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).
Shareholders who have nominee-registered shares through a bank or another nominee, for example shares in a custody account, must – aside from giving notice of their participation – 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 18 April 2023. 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 Thursday, 20 April 2023 at the latest will be taken into account in the preparation of the share register as per the Record Date.
In case the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, or if the shareholders is represented by a legal representative, a copy of the current registration certificate or equivalent authorization document is required for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the Annual General Meeting. A template power of attorney is available at the company’s website (https://corporate.solidab.se/en) and will be sent to shareholders who requests it and state their address.
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and verify the minutes.
6. Determination of whether the Annual General Meeting was duly convened.
7. Address by the CEO.
8. Presentation of the Annual Report and the Auditor’s Report.
9. Resolution on:
a) adoption of the income statement and balance sheet,
b) allocation of the company’s earnings as stated in the adopted balance sheet, and
c) discharge from liability of the members of the Board and the CEO.
10. Report on the work and proposals of the Nomination Committee.
11. Determination of the number of members of the Board and auditors.
12. Determination of the remuneration to the Board and the auditor.
13. Election of members of the Board, Chairman of the Board and auditor.
14. Presentation and approval of the remuneration report.
15. Resolution on amendment of the Articles of Association.
16. Resolution on (A) reduction of the share capital by cancellation of shares in the company and (B) increase of the share capital through a bonus issue.
17. Resolution on authorisation for the Board to resolve on acquisition of own shares.
18. Resolution on (A) introduction of a long-term incentive program, (B) transfer of own shares and (C) share swap agreements with third parties.
19. Closing of the Annual General Meeting.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that the lawyer Magnus Lindstedt is elected as Chairman of the Annual General Meeting.
Determination of the number of members of the Board and auditors, election of members of the Board, Chairman of the Board and auditor (items 11 and 13)
The Nomination Committee proposes that the Board shall 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 re-election of Lars Nordstrand as Chairman of the Board.
The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, that the company should have one registered accounting firm as auditor and that the registered accounting firm Öhrlings PricewaterhouseCoopers AB (PwC) is elected as new auditor for the period up until the close of the Annual General Meeting 2024. PwC has informed the company that the Authorised Public Accountant Catarina Ericsson will serve as auditor in charge if PwC is elected as auditor.
Determination of the remuneration to the Board and the auditor (item 12)
The Nomination Committee proposes that remuneration for ordinary Board work for the period until the close of the next Annual General Meeting shall be paid as follows:
• SEK 550,000 to the Chairman of the Board (SEK 500,000 in the previous year),
• SEK 250,000 to each of the other members of the Board (unchanged).
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 paid as follows:
• SEK 100,000 to the Chairman and SEK 50,000 to each of the other members of the Audit Committee (unchanged),
• SEK 150,000 to the Chairman and SEK 75,000 to each of the other members of the Corporate Governance Committee (SEK 100,000 and SEK 50,000 respectively in the previous year),
• SEK 50,000 to the Chairman and SEK 25,000 to each of the other members of the Remuneration Committee (no renumeration was paid last year).
The Nomination Committee proposes that the auditor be paid in accordance with approved invoices.
RESOLUTIONS PROPOSED BY THE BOARD
Resolution on allocation of the company’s earnings as stated in the adopted balance sheet (item 9 b)
The Board proposes that the Annual General Meeting resolves on a dividend of SEK 2.85 per share (in total SEK 54,958,037.70) and that the remaining available funds of SEK 326,518,074.30 (assuming that the company holds 716,478 own shares that do not entitle to dividends) are transferred to a new account. The record date for the dividend is proposed to be Friday, 28 April 2023. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be paid to the shareholders via Euroclear Sweden AB on Thursday, 4 May 2023. The last day of trading in the company’s shares including dividend rights will be Wednesday, April 26, 2023.
Presentation and approval of the remuneration report (item 14)
The Board has prepared a remuneration report for 2022 and proposes that the Annual General Meeting approves the report. The remuneration report is included in the meeting documents provided to the Annual General Meeting as set out below.
Resolution on amendment of the Articles of Association (item 15)
To enable the reduction of the share capital proposed by the Board under item 16 on the agenda, the Board proposes that the Annual General Meeting resolves to amend the company’s Articles of Association as follows:
§ 5 Share capital
The share capital shall be not less than SEK 30,000,000 and not more than SEK 120,000,000.
The share capital shall be not less than SEK 22,000,000 and not more than SEK 88,000,000.
§ 6 Number of shares
The number of shares in the company may not be fewer than 20,000,000 and not exceed 80,000,000.
The number of shares in the company may not be fewer than 15,000,000 and not exceed 60,000,000.
The decision under this paragraph requires that the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) decides to approve the amendment of the Articles of Association.
The company’s CEO shall be authorized to make minor formal adjustments of the resolution as may be necessary in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket).
Resolution on (A) reduction of the share capital by cancellation of shares in the company and (B) increase of the share capital through a bonus issue (item 16)
A. Reduction of the share capital by cancellation of shares in the company
The Board proposes that the Annual General Meeting resolves on a reduction of the share capital, for allocation to non-restricted equity to be used for a bonus issue in accordance with item B below, by cancellation of 716,478 own shares repurchased within the framework of the company’s share buy-back program, whereby the share capital is reduced by SEK 1,074,717.
B. Increase of the share capital through a bonus issue
In order to restore the share capital after the reduction of the share capital in accordance with item A above, the Board proposes that the Annual General Meeting at the same time resolves to increase the share capital by SEK 1,074,717 through a bonus issue without issuing new shares, whereby the reduction amount shall be transferred from non-restricted equity.
As a statement pursuant to Chapter 20, Section 13 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), the Board states the following. The effect of the Board’s proposal for a resolution to reduce the share capital in accordance with item A above is that the share capital and restricted equity will decrease by SEK 1,074,717. The effect of the Board’s proposal for a resolution to increase the share capital through a bonus issue in accordance with item B above is that the share capital and restricted equity will increase by SEK 1,074,717 and thereby be restored to the amount it amounted to prior to the reduction and that the quota value of the company’s share will change from SEK 1.50 to approximately SEK 1.56. All in all, the share capital or restricted equity does not decrease, which is why the Swedish Financial Supervisory Authority can decide that the share capital can be reduced without permission of the general court. The Auditor’s statement in accordance with Chapter 20, Section 14 of the Swedish Companies Act (2005:551) is included in the documentation for the Annual General Meeting.
The Annual General Meeting’s resolution in accordance with the Board’s proposal under items A-B above shall be made as a joint resolution. The resolution under this item presupposes and is conditional upon that the Annual General Meeting resolves to amend the Articles of Association and that the Swedish Financial Supervisory Authority has given its consent to the amendment of the Articles of Association (item 15) and that the Swedish Financial Supervisory Authority decides that the share capital may be reduced without the permission of the general court.
The company’s CEO shall be authorized to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
Resolution on authorisation for the Board to resolve on acquisition of own shares (item 17)
The Board proposes that the AGM authorizes the Board to carry out purchases of own shares on one or more occasions in the period until the next AGM in accordance with the following conditions:
• Purchases of own shares may take place of a maximum of so many shares that the company’s holding of own shares at any given time does not exceed five (5) percent of all shares in the company.
• Purchases of own shares shall take place on Nasdaq Stockholm in accordance with Nasdaq Stockholm’s Rulebook for Issuers.
• Purchases of own shares may only take place at a price per share within the price range registered on Nasdaq Stockholm at any given time, by which is meant the interval between the highest purchase price and the lowest selling price, or, in the event that the Board instructs a stock exchange member on Nasdaq Stockholm to accumulate a certain amount of the company’s shares in its own book during a certain time period, at a price per share within the price range at the time or the corresponding volume-weighted average price.
• Payment for the shares shall be made in cash.
The purpose of the authorisation is to partly enable the Board to be able to transfer shares according to item 18 (B) to the participants in LTIP 2023, and partly to be able to give the Board an instrument to continuously adapt and improve the company’s capital structure and thereby create additional value for the shareholders. The intention for the shares that are repurchased and that are not attributable to future delivery of shares in relation to LTIP 2023 is to finally be retired by resolutions at future general meetings.
Resolution on (A) introduction of a long-term incentive program, (B) transfer of own shares and (C) share swap agreements with third parties (item 18)
The Board of the company proposes that the Annual General Meeting resolves to adopt a long-term performance-based incentive program ("LTIP 2023") for selected persons in the management team and a key employee according to the terms in point (A) below. In item 17 above on the agenda and in point (B) below there is a proposal to authorize the Board to resolve on acquisition of own shares and on transfer of own shares. In point (C) below, there is an alternative proposal for a hedging measure regarding LTIP 2023 in the form of a share swap agreement. The resolution on LTIP 2023 under point (A) below shall be conditional upon the Annual General Meeting also resolving on any of the proposed alternative hedging measures for delivery of shares to the participants in LTIP 2023, i.e., either under item 17 on the agenda and point (B) below or under point (C) below. Furthermore, the resolutions under items (B) and (C) below are conditional upon the General Meeting resolving on LTIP 2023 under point (A) below.
A. Resolution on the introduction of a long-term incentive program
Motive and background to the proposal
Prior to the AGM, the Remuneration Committee has evaluated various forms of remuneration programs to promote certain forms of performance for selected persons in the company’s management team and one key employee. This is with the aim of being able to offer attractive remuneration opportunities that are in line with the company’s and the shareholders’ interests, while the forms of remuneration encourage healthy behaviours and a risk-based approach. In line with this, LTIP 2023 is proposed to be implemented, which is a performance-based incentive program where participants in the program ("Participants") will have the opportunity to receive remuneration consisting of a combined portion of shares and cash. The size of the remuneration, within the framework of its maximum level, is dependent on the achievement of the predetermined performance goals that have been set.
Terms of LTIP 2023
The program in summary
LTIP 2023 extends over a period of a total of four (4) years where, as soon as possible after this AGM, an amount is determined corresponding to the respective Participant’s maximum value outcome prior to initial allocation ("Gross Performance Amount"). For the key employee (the company’s actuary) the Gross Performance Amount corresponds to 70% of the actuary’s total fixed annual remuneration before tax (according to the salary level as of 1 January 2023) and for the other Participants, the Gross Performance Amount corresponds to 100% of the respective Participant’s total fixed annual remuneration before tax (according to the salary level as of 1 January 2023). The period for performance fulfilment extends over the financial year 2023 ("Performance Period") and when the end of the Performance Period has passed, the initial outcome for each Participant is determined based on the fulfilment of the goals within the framework of the respective Gross Performance Amount.
The outcome partly consists of cash that is paid out to the Participants after the initial outcome has been determined at the end of the Performance Period, and partly conditional share rights ("Performance Shares"). The Performance Shares entitle the Participants to, after a qualification period of a total of three (3) years from the allotment of the Performance Shares (the "Qualification Period"), receive ordinary shares in the company free of charge. The distribution between cash and shares is 20/80, i.e., 20% in cash and 80% in shares. Note, however, that according to the proposed resolution, there is possibilities to make risk adjustments of the final outcome after the Qualification Period, taking into account both current and future risks. The final outcome may therefore be decided to be adjusted down partially or completely in accordance with the regulations that the company must follow. Note that any adjustments to the initial outcome may only apply to the Performance Shares and not the cash part.
Participants, cash payment and allotment of Performance Shares
A total of eight (8) persons are intended to be offered participation in LTIP 2023. Distribution based on category is displayed in the table below. The maximum allotment of the number of Performance Shares in case of full goal fulfilment is dependent on the respective Participant’s fixed remuneration and the value of the company share. During the first ten (10) trading days in January 2024, the company’s average volume-weighted share price (VWAP) (the period "Measurement Period") is measured to determine the value of the share ("Translation Price") as a basis for the number of Performance Shares to be allotted. Allotment of Performance Shares takes place as soon as possible after determination of the Translation Price and the goal fulfilment. In addition to the above, the maximum cash payment in case of full goal fulfilment is dependent on the respective Participant’s fixed remuneration.
The number of Performance Shares allotted is determined according to the following formula:
Number of Performance Shares = ((0.8 x Gross Performance Amount) x (Goal Fulfilment in %)) / (Translation Price).
In the case of decimals, the number of Performance Shares is rounded down to the nearest whole number.
The cash payment is determined according to the following formula:
Cash payment = (0.2 x Gross Performance Amount) x (Goal Fulfilment in %).
A minimum limit of SEK 35 has been set for the Translation Price. Should the Translation Price during the Measurement Period be set at SEK 35 or lower, the Translation Price when calculating the number of Performance Shares to be allotted will therefore be set at SEK 35. This means that a maximum of 199,875 Performance Shares can be allotted within the framework of LTIP 2023 if the Translation Price is equal to or less than SEK 35.
Assuming a Translation Price of SEK 70 respectively an increased Translation Price by 50 %, i.e., SEK 105 and a maximum goal fulfilment for all Participants, the cash payment and the number of Performance Shares allotted looks like below. The number of Performance Shares at the lowest limit of the Translation Price, i.e., SEK 35, is also displayed in the table below to show the highest possible outcome regarding the number of Performance Shares that can be allotted per category.
|Participant||Number of Partici-pants per category||Gross Performance Amount in %||Maximum
Cash payment in SEK
|Maximum number of allotted Performance Shares at SEK 35||Maximum number of allotted Performance Shares at SEK 70||Maximum number of allotted Performance Shares at SEK 105|
|Management||5||100 %||824,160 (maximum 216,360 for one participant)||91,362 (maximum 23,985 for one participant)||47,093 (maximum 12,363 for one participant)||31,395 (maximum 8,242 for one participant)|
|Key employee||1||70 %||149,940||16,724||8.568||5,712|
The numbers above are based on 20,000,000 outstanding shares.
Performance goals and other terms
As mentioned above, the outcome and the size of the allotment are based on performance goal fulfilment during the Performance Period in relation to previously established performance goals. The performance goals are divided into quantitative goals and qualitative goals and there are goals set at both company and individual level and the weighting of the goals varies. Individual goals are based on relevant objectives, considering the Participants’ respective roles. Evaluation of goal fulfilment takes place after the Performance Period and the allotment of Performance Shares takes place thereafter. However, the goals are evaluated based on a multi-year perspective during the Qualification Period and the final number of Performance Shares for each Participant may be reduced in whole or in part in accordance with current regulations. The Board decides unilaterally whether the number of allotted Performance Shares is to be reduced in whole or in part. The number of Performance Shares may also be reduced in whole or in part due to risk adjustment, taking into account current and future risks linked to the company’s financial position and requirements for capital and liquidity. The number of Performance Shares held by each Participant may also be adjusted as a result of customary recalculation in the event of a bonus issue, share split, preferential rights issues and/or other events that normally cause recalculation. Recalculation is to be done on customary terms.
The table below describes the performance goals set for the company’s management and their weighting.
|Quantitative goals||75 %|
|Total Shareholder Return (TSR) ≥0%,||3,8 %|
|Annual growth in net earned premiums of minimum 5.5%||15 %|
|Maintain a total cost percentage of less than 88%||18,8 %|
|Maintain a solvency capital ratio of at least 150%||3,8 %|
|Increase in technical profit, excluding allocated capital return, compared to 2022||18,8 %|
|Increase in EPS compared to 2022||7,5 %|
|Increase in ROE (2) compared to 2022||7,5 %|
|Qualitative goals||25 %|
|ESI for the company must amount to at least 75 at each measurement. If the ESI is in the range 62–74 during a measurement, an action plan for improvement and development must be drawn up and implemented according to schedule for the goal to be considered fulfilled. The goal is not met if ESI<62.||6,3 %|
|Two targeted activities linked to sustainable employees must be carried out annually.||4,2 %|
|100% of the employees in service must have completed the mandatory training||4,5|
|Individual goals||10 %|
TSR is not included in the assessment for the cash payment, other quantitative goals are therefore adjusted pro rata in relation to the cash payment.
For the actuary, the difference to the table above is only in the weighting, where the quantitative goals are instead weighted at 60% and the qualitative at 40%, of which 16% are individual goals. The reweighting for the actuary is done pro rata.
The Performance Shares are vested on a pro rata basis during the Qualification Period. A prerequisite for vesting is that the Participant maintain his/her employment. If the employment ends during the Qualification Period, a distinction is made as to whether the employment ended as a result of a so-called "good" or "bad" leaver. In the event of a good leaver, the Participant retains all vested Performance Shares but does not continue to vest any further. In the event of a bad leaver, all Performance Shares expire. The Board establishes the definitions of good and bad leaver respectively.
The Participants will take part in a more closely defined definition for good and bad leavers together with the other detailed terms for LTIP 2023, containing also each Participant’s individual goals, in agreements that will be offered to be entered into with each participant as soon as possible after the AGM. A prerequisite for participation in LTIP 2023 is that the Participant enters into the aforementioned agreement with the company.
Each Performance Share held by the respective Participant after the Qualification Period gives the right to an ordinary share in the company free of charge. The shares will be transferred as soon as possible after the end of the Qualification Period.
The Performance Shares cannot be transferred or pledged.
The Board, or a committee specially established by the Board, shall be responsible for the detailed design and management of the terms for LTIP 2023, within the framework of the terms herein. In addition to the adjustments already mentioned which the Board shall have the right to take, e.g., recalculation as a result of a bonus issue, share split, rights issue and/or other events that normally cause recalculation, as well as the right to reductions in the number of Performance Shares allotted, the Board shall also have the right to make other adjustments if there are significant changes in the company or its group or in the outside world which means that the decided terms for LTIP 2023 no longer meet the aims and motives of the proposal. This may mean that the Board may, among other things, terminate the LTIP in 2023 if the purposes and motives for the proposal are no longer fulfilled.
Dilution, costs, effect on EPS and previously decided programs
The maximum number of shares that may be allocated under the LTIP 2023 is 199,875 shares, corresponding to approximately 1.00% of the current outstanding shares and votes in the company. The company already has an implemented warrant program from 2021. The exercise period in that program is between 3 March 2025, and 30 May 2025. The program includes a maximum of 440,000 warrants, corresponding to a dilution effect of approximately 2.15% in the event that all warrants are used to subscribe for shares in the company.
LTIP 2023 will be accounted in accordance with IFRS 2, meaning that the Performance Shares will be expensed as personnel costs during the Qualification Period. Assuming a Translation Price of SEK 70 and SEK 105 respectively and full goal fulfilment by all Participants, the costs are assumed to amount to approximately SEK 8.9 million excluding social security contributions. SEK 1.8 million refers to costs for the cash payment and SEK 7.1 million refers to the accounting costs for the Performance Shares according to IFRS 2. Assuming a share price development during the Qualification Period from SEK 70 to SEK 105, respectively from SEK 105 to SEK 175, they amount to the social contribution costs for the cash payment amounting to approximately SEK 0.6 million, i.e., the social contribution costs for the cash payment are independent of the Translation Price and the share price development. Given the aforementioned scenarios, the social costs for the Performance Shares are assumed to amount to approximately SEK 3.4 and 3.8 million, respectively.
Based on the above assumptions, the total costs approximately amount to SEK 12.8 and 13.2 million, respectively. The effect on the key figure EPS (earnings per share) will then be a reduction corresponding to SEK 0.641 per share and SEK 0.66 per share respectively.
The Board’s assessment is that the positive effects of LTIP 2023 outweigh the costs related to the program.
Preparation of the proposal
The proposal for LTIP 2023 has been prepared by the remuneration committee in consultation with external advisors and the company’s Board has decided to present the proposal before the AGM’s resolution.
B. Resolution on the transfer of own shares
Conditional on the Annual General Meeting deciding on the introduction of LTIP 2023 in accordance with point (A) above, the Board proposes that the Annual General Meeting resolves that the transfer of own shares to the Participants in LTIP 2023 may take place under the following conditions:
• Transfer of own shares can be made to Participants who are entitled to receive shares after the Qualification Period according to what is stated under point (A) above and otherwise according to the terms of LTIP 2023.
• The number of shares that can be transferred amounts to a maximum of 199,875. However, the number of shares here may be subject to recalculation according to the terms of LTIP 2023 in the event of a bonus issue, share split, preferential rights issue and/or other events that normally cause recalculation.
• Transfer of shares to the Participants will take place free of charge at the time and under the conditions that each Participant is entitled to receive shares according to the terms of LTIP 2023.
The purpose of the Board's proposal and the reason for the deviation from the shareholders' preferential rights when transferring shares is to give the company the opportunity to transfer shares to the Participants in LTIP 2023. The Board therefore considers it beneficial for the company to transfer shares in accordance with the proposal.
C. Resolution on share swap agreements with third parties
In the event that the required majority for the proposals in accordance with item 17 on the agenda and point (B) above cannot be achieved, the Board proposes that the AGM resolves to give the company the opportunity to be able to secure the delivery of shares in accordance with LTIP 2023 by allowing the company to enter into equity swap agreements with third parties on market terms, whereby the third party in its own name shall be able to acquire and transfer shares in the company to the Participants.
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 716,478 own shares.
Particular majority requirements
For valid resolution on the proposals pursuant to item 15 (amendment of the Articles of Association), item 16 (reduction of the share capital by cancellation of shares in the company and increase of the share capital through a bonus issue) and item 17 (authorisation for the Board to resolve on acquisition of own shares), the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting. For a valid resolution on the proposal pursuant to item 18 (B) (transfer of own shares), the proposal has to be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the meeting.
The Board’s complete proposed resolutions are included in the notice, with the exception of the proposal for new Articles of Association and the remuneration report, which is provided as below.
The Annual Report and the Auditor’s Report for 2022, the Nomination Committee’s reasoned statement regarding its proposal to the Board and information about the proposed members of the Board, the proposal for a new Articles of Association, The Board’s remuneration report, the Board’s statements in accordance with Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the Auditor’s statement pursuant to Chapter 8, Section 54 and Chapter 20, Section 14 of the Swedish Companies Act and other documents for the Annual General Meeting are available, together with the proxy form, from no later than on Wednesday, 5 April 2023, on the company’s website, https://corporate.solidab.se/en, and at the company’s address, Landskronavägen 23 in Helsingborg, and will be sent to shareholders on request and state their postal or e-mail address. The documents stated above will also be available at the Annual General Meeting.
To order the documents, please call +46 8 402 58 77 (Monday-Friday, 9:00 a.m.–4:00 p.m.), send an e-mail to [email protected] or send a letter to Solid Försäkringsaktiebolag, “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.
Shareholders’ right to request information
The Board and the Managing Director shall, if any shareholder so requests and the Board considers that it can be done without significant damage to the company, provide information on circumstances that may affect the assessment of an item on the agenda, as well as circumstances that may affect the assessment of the company’s financial situation.
Shareholders who wish to submit questions in advance may do so to Solid Försäkringsaktiebolag, Att. Sofia Andersson, Box 22068, SE-250 22 Helsingborg or may send an e-mail to [email protected].
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)771 11 31 13
Address: Solid Försäkringsaktiebolag, DPO, Box 22068, SE-250 22 Helsingborg, Sweden
Helsingborg in March 2023
SOLID FÖRSÄKRINGSAKTIEBOLAG (PUBL)
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
 RoE (2) = The result for the period after tax in relation to the average value of opening balance and closing balance of adjusted equity (2) for the relevant period. Equity (2) = The sum of equity and safety reserve with deduction for accrued tax on the safety reserve. Accrued tax is calculated using the current corporate tax rate for the period.