News

NOTICE OF THE ANNUAL GENERAL MEETING IN NEXAM CHEMICAL HOLDING AB (PUBL)

04/09/2024

Right to participate and notification

Shareholders wishing to attend the annual general meeting must

be listed in the share register kept by Euroclear Sweden AB on Friday, May 3 2024, and
not later than Tuesday, May 7 2024, inform Nexam Chemical in writing of their attendance and number of assistances, if any, to Nexam Chemical Holding AB (publ), Bolagsstämma, P.O. Box 165, SE-234 23 Lomma. Such notification can also be given by telephone +46 702-71 93 11, or by e-mail to info@nexamchemical.com.

Notification ought to include the shareholder’s name, address, telephone number, personal or corporate identity number, registered shareholding and information on proxies, if any. Notification and particulars of any proxy and assistances will be registered with Nexam Chemical to provide the basis for the voting list.

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Tuesday, May 7 2024. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Proxies etc.

If shareholders attend by proxy, such proxy must bring a written power of attorney, dated and signed by the shareholder, to the annual general meeting. This power of attorney may not be older than one year, unless a longer term of validity (although subject to a maximum of five years) is stated in the power of attorney. If the power of attorney is issued by a legal entity, a certified copy of registration certificate or equivalent document for the legal entity shall be presented. To facilitate entry, a copy of the power of attorney and other legitimacy papers is preferably attached to the notification of attendance of the annual general meeting. Forms for power of attorney can be found at the company’s website (www.nexamchemical.com) and at the company’s head office, Industrigatan 27, SE-234 35, Lomma, and will be sent to shareholders who so request and state their address.

Other

The Annual Report and Audit Report, as well as the remuneration report and the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals, and other documents for the annual general meeting are available at the company’s head office, Industrigatan 27, SE-234 35, Lomma, and at the company’s website (www.nexamchemical.com), no later than three weeks before the annual general meeting. Copies of the documents will upon request be sent to shareholders who state their address, and will be available at the annual general meeting.

Shareholders attending the annual general meeting are entitled to request disclosures regarding matters on the agenda or the company’s or the group’s financial position in accordance with chap. 7 § 32 of the Swedish Companies Act (2005:551).

Agenda

0.    Opening of the meeting.

1.    Election of Chairman of the meeting.

2.    Preparation and approval of the voting list.

3.    Approval of the agenda.

4.    Election of one or two persons to verify the minutes.

5.    Consideration of whether the meeting has been duly convened.

6.    Address by the CEO.

7.    Presentation of the Annual Report and Audit Report for 2023 and the Consolidated Annual Report and Consolidated Audit Report for 2023 as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives.

8.    Resolution on

a) adoption of the profit and loss statement and balance sheet, as well as the consolidated profit and loss statement and consolidated balance sheet;

b) distribution of the company’s results; and

c) discharge from liability for the Board members and CEO.

9.   Determination of the number of Board members and the number of auditors and deputy auditors.

10. Determination of remuneration for the Board members and remuneration for the auditors.

11. Election of Board members, Chairman of the Board, auditors and deputy auditors.

12. Instruction for the Nomination Committee.

13. Resolution on approval of remuneration report.

14. Resolution on guidelines for remuneration to senior executives.

15. Resolution on authorization regarding issues.

16. Resolution on a directed issue of warrants, series 2024/2027.

17. Closing of the meeting.

Proposed resolutions

Election of Chairman of the meeting (item 1)

The Nomination Committee for the annual general meeting has consisted of Anita Otterheim Hjalmarsson (Chairman), representing SvenOlov Hjaelmstad, Tomas Klevbo, representing Veronica Wallman, and Mette Gross, representing Holm Investment AB. The Nomination Committee proposes that the lawyer Ola Grahn is appointed as Chairman of the meeting.

Distribution of the company’s results (item 8b)

The Board proposes that no dividends are paid and that unappropriated earnings are carried forward to a new account.

Determination of the number of Board members and the number of auditors and deputy auditors (item 9)

The Nomination Committee proposes that four Board members are elected.

The Nomination Committee further proposes that a registered public auditor is appointed as auditor.

Determination of remuneration for the Board members and remuneration for the auditors (item 10)

The Nomination Committee proposes that remuneration for the Board shall be paid with SEK 280,000 to the Chairman of the Board (SEK 280,000 previous year) and with SEK 165,000 to every other Board member who is not employed by the company (SEK 165,000 previous year).

The Nomination Committee further proposes that remuneration for the auditor shall be paid according to approved invoice.

Election of Board members, Chairman of the Board, auditors and deputy auditors (item 11)

The Nomination Committee proposes that Cecilia Jinert Johansson, Lennart Holm, Magnus Wikström and Martin Roos are re-elected as Board members. The Nomination Committee further proposes that Cecilia Jinert Johansson is re-elected as Chairman of the Board. The current Board member Jonna Opitz has declined re-election.

Information on the Board members proposed for re-election can be found in the Annual Report and at the company’s website, http://www.nexamchemical.com.

The Nomination Committee further proposes that Deloitte AB is re-elected as auditor. Deloitte AB has informed that the authorized public accountant Jeanette Roosberg will continue to be appointed as the responsible auditor.

Instruction for the Nomination Committee (item 12)

The Nomination Committee proposes that an instruction and charter for the Nomination Committee shall be adopted in accordance with the following main content.

Before coming election and remuneration in the company, a Nomination Committee shall be appointed, which is proposed to consist of three members representing the three largest shareholders as of the last calendar day in August 2024, based on shareholding statistics provided by Euroclear Sweden AB. The shareholding statistics which shall be used shall be sorted by voting power (grouped by owners) and cover the largest shareholders. Should this shareholding statistics include nominee-registered shareholdings, such shareholdings shall only be considered if the nominee has reported the identity of the underlying shareholder to Euroclear Sweden AB or if the company – without taking any measures on its own – receives other information that evidences the identity of the underlying shareholder.

The Chairman of the Board shall, after identifying the largest shareholders in accordance with the above, in an appropriate manner, contact the three largest identified shareholders with a request that they within 30 days shall notify, in writing, if they wish to be part of the company’s Nomination Committee, and that they shall name the person that they wish to appoint as member of the Nomination Committee. If the shareholder does not exercise the right to appoint a member of the Nomination Committee, the next largest shareholder in size in terms of voting rights, shall have the right to appoint a member of the Nomination Committee. The procedure shall continue until the Nomination Committee consists of three ordinary members.

The majority of the members of the Nomination Committee shall be independent in relation to the company and the company’s senior management. A Board member, the CEO or another person from the company’s senior management shall not be a member of the Nomination Committee. At least one of the members of the Nomination Committee shall be independent in relation to the largest shareholder in the company in terms of voting rights or group of shareholders that collaborates regarding the company’s administration. The Chairman of the Nomination Committee shall, unless agreed otherwise by the members, be the member who has been appointed by the largest shareholder in terms of voting rights.

Information on the final composition of the appointed Nomination Committee shall include the names of the three appointed members, together with the names of the shareholders who have appointed them, and shall be announced no later than six months prior to the planned annual general meeting. The Nomination Committee’s term shall run until a new Nomination Committee has been elected. No remuneration shall be paid to the members of the Nomination Committee.

If one or more of the shareholders having appointed representatives to the Nomination Committee no longer are among the three largest shareholders in terms of voting rights, representatives appointed by these shareholders shall resign, and the shareholder or shareholders who has then become one of the three largest shareholders in terms of voting rights shall have the right to appoint its representative. Unless special reasons exists, no changes of the composition of the Nomination Committee shall be made if only marginal changes in voting rights have occurred or if the change occurs later than two months before the annual general meeting. A shareholder who has appointed a member of the Nomination Committee is entitled to dismiss said member and appoint a new member of the Nomination Committee, as well as to appoint a new member if the member appointed by the shareholder would resign from the Nomination Committee. Changes in the Nomination Committee’s composition shall be announced as soon as such changes have occurred.

The Nomination Committee shall prepare proposals on the below questions which shall be presented to the annual general meeting for resolution:

a)    proposal for Chairman of the annual general meeting;

b)    proposal for the number of Board members elected by the annual general meeting and the number of auditors;

c)    proposal for remuneration to non-employed Board members as well as to non-employed members of the committees of the Board; 

d)    proposal for remuneration to the auditors;

e)    proposal of election of the Chairman of the Board and other Board members as well as election of the auditors;

f)     proposal for principles for the appointment of members of the Nomination Committee and for the Nomination Committee’s assignment; and

g)    proposal for remuneration to the members of the Nomination Committee.

Resolution on approval of remuneration report (item 13)

The Board proposes that the annual general meeting resolves to approve the Board’s remuneration report for the financial year 2023.

Resolution on guidelines for remuneration to senior executives (item 14)

The Board proposes – with amendment to the guidelines adopted at the annual general meeting 2020 – that the annual general meeting resolves on guidelines for remuneration to senior executives in accordance with the following.

Scope and applicability of the guidelines

These guidelines comprise the persons who are part of Nexam Chemical’s group management (including the CEO). The guidelines also encompass any remuneration to members of the Board, in addition to board remuneration.

These guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2024. These guidelines do not apply to any remuneration resolved by the general meeting, such as e.g. board remuneration and share-based incentive programs.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability

Nexam Chemical is a company specialized in the development of technology and products that make it possible to significantly improve the production process and properties of most types of polymers in a cost-effective manner and with retained production technology. In brief, Nexam Chemical’s business strategy is to develop methods to improve the properties in polymers like strength, toughness, temperature and chemical resistance as well as service life. The improved properties enables replacements of metals and other heavier or more expensive materials with polymers in a number of applications. In applications where polymers are already used, the manufacturing process is improved, the material use is reduced and more environmental friendly alternatives are enabled. For more information about Nexam Chemical’s business strategy, see Nexam Chemical’s latest annual report.

A successful implementation of Nexam Chemical’s business strategy and safeguarding of Nexam Chemical’s long-term interests, including its sustainability, require that the company is able to recruit and retain highly competent senior executives with a capacity to achieve set goals. In order to achieve this, Nexam Chemical must offer a competitive total remuneration on market terms, which these guidelines enable. 

A long-term share-related incentive program has been implemented in Nexam Chemical. For further information about this share-related incentive program, see Nexam Chemical’s latest annual report. The share-related incentive program has been approved by the general meeting and is therefore not covered by these guidelines.

Types of remuneration, etc.

Nexam Chemical’s principle is that remuneration shall be payable on market terms and be competitive to enable senior executives to be recruited and retained. The remuneration shall consist of the following components: fixed salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, e.g. share and share price-related remuneration.

For the individual senior executive, the level of remuneration shall be based on factors such as work duties, competence, experience, position and performance. The remuneration shall not be discriminating on grounds of gender, ethnic background, national origin, age, disability or other irrelevant factors

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Fixed salary

The CEO and other senior executives shall be offered a fixed annual cash salary which shall be in line with market practice and based on the individual’s responsibilities and behavior. The fixed cash salary shall be determined per calendar year with salary revision on 1 January each year.

Variable cash remuneration

In addition to fixed salary, the CEO and other senior executives may, according to separate agreements, receive variable cash remuneration. Variable cash remuneration covered by these guidelines is intended to promote Nexam Chemical’s business strategy and long-term interests, including its sustainability.

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. Variable cash remuneration may, for the CEO, amount to a maximum of 70 percent of the fixed annual salary, and for other senior executives, a maximum of 50 percent of the fixed annual salary. Variable cash remuneration shall not qualify for pension benefits, save as required by mandatory collective bargaining agreements.

The variable cash remuneration shall be linked to one or several predetermined and measurable criteria, which can be financial, such as targets related to budgeted turnover, EBITDA and cash flow, or non-financial, such as successful completion of internal projects in relation to targeted time plans and budgets. By linking the goals in a clear and measurable way to the remuneration of the senior executives to the company’s financial and operational development, they contribute to the implementation of Nexam Chemical’s business strategy, long-term interests and sustainability.

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated and determined when the measurement period has ended. The Board of Nexam Chemical, or Remuneration Committee if established by Nexam Chemical’s Board to fulfil these duties, is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.

The Board shall have the possibility to, in whole or in part, reclaim variable cash remuneration paid on incorrect grounds.

Pension benefits

Pension benefits, including health insurance, shall be defined contribution, insofar as the senior executive is not covered by defined benefit pension under mandatory collective bargaining agreements. Premiums for defined contribution pensions, including health insurance, may, for the CEO, amount to a maximum of 30 percent of the fixed annual salary, and for other senior executives, a maximum of 14 percent of the fixed annual salary.

Other benefits

Other benefits may include life insurance, medical insurance and a company car. Premiums and other costs relating to such benefits may amount to a total of not more than 10 percent of the fixed annual salary.

Termination of employment and severance payment

Senior executives shall be employed until further notice or for a specified period of time. Upon termination of an employment by Nexam Chemical, the notice period may not exceed 6 months. Severance pay, in addition to fixed salary and other remuneration during the notice period, may not exceed an amount corresponding to the fixed annual salary for 6 months. Upon termination by the senior executive, the notice period may not exceed 6 months, without any right to severance pay.

In addition to fixed salary during the period of notice and severance pay, additional remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid insofar as the previously employed senior executive is not entitled to severance pay for the period for which the non-compete undertaking applies. The remuneration shall be based on the fixed annual salary at the time of termination of employment and amount to not more than 60 percent of the fixed annual salary at the time of termination of employment, save as otherwise provided by mandatory collective bargaining agreements, and shall be paid during the time as the non-compete undertaking applies, however not for more than 24 months following termination of employment.

Salary and employment conditions for employees

In the preparation of the Board’s proposal for these remuneration guidelines, salary and employment conditions for employees of Nexam Chemical have been taken into consideration by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Board’s basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

Consultancy fees to the members of the Board

To the extent a member of the Board renders services for the company, in addition to his or her assignment as a member of the Board, an additional consultancy fee on market terms may be paid to the member of the Board, or to a company controlled by such member of the Board, provided that such services contribute to the implementation of Nexam Chemical’s business strategy and the safeguarding of Nexam Chemical’s long-term interests, including its sustainability.

Preparation and decision-making progress

The Board of Nexam Chemical, or Remuneration Committee if established by Nexam Chemical’s Board to fulfil these duties, is responsible for i.a. preparing the resolution to propose guidelines for remuneration to senior executives. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting. The guidelines shall be in force until new guidelines have been adopted by the general meeting. The Board of Nexam Chemical, or Remuneration Committee if established by Nexam Chemical’s Board to fulfil these duties, shall also monitor and evaluate programs for variable remuneration for the senior executives as well as the current remuneration structures and compensation levels in the company. The CEO and other members of the senior management do not participate in the Board’s processing of and resolutions regarding remuneration-related matters insofar as they are affected by such matters.

Deviation from these guidelines

The Board may temporarily resolve to deviate from these guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, any Remuneration Committee’s tasks include preparing the Board’s resolutions in remuneration-related matters, which include any resolutions to deviate from these guidelines.

Review of the guidelines

The Board has not received any comments from the shareholders regarding current the guidelines for remuneration to senior executives. The Board’s proposal for resolution on guidelines for remuneration to senior executives corresponds, in all material respects, with the guidelines adopted by the annual general meeting 2020.

Resolution on authorization regarding issues (item 15)

The Board proposes that the annual general meeting resolves to authorize the Board, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, convertibles and/or warrants. Issues may be made with or without provisions regarding payment in kind or through set-off or other provisions. The total number of shares that may be issued pursuant to the authorization (alternatively be issued through conversion of warrants and/or exercise of convertibles) shall not exceed 20,228,950 shares, which corresponds to an aggregate dilution of approximately 20 per cent calculated on the number of outstanding shares in the company. The purpose of the authorization, and the reason for any eventual deviation from the shareholders’ preferential rights, is to give the Board flexibility in its work to ensure that the company can appropriately be provided with capital for the financing of the business and to enable continued expansion both organically and through acquisitions, or to be able to expand the ownership with one or more owners of strategic importance. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms (subject to customary new issue discount, as applicable).

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.

Resolution on a directed issue of warrants, series 2024/2027 (item 16)    

The Board proposes that the annual general meeting resolves on a directed issue of warrants with the right to subscribe for new shares in the company. The issue shall be made with deviation from the shareholders’ preferential rights on the following terms and conditions:

The company shall issue a maximum of 1,700,000 warrants entitling to subscription of 1,700,000 new shares. Oversubscription cannot occur.
The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, vest in the CEO, management and other employees of the company or the Nexam Chemical Group, who shall be offered to subscribe for warrants on a separate subscription list.
The warrants shall be issued at a price corresponding to a calculated market value for the warrants (warrant premium) using the Black-Scholes formula. The valuation of the warrants shall be carried out by an independent valuation institute or auditing firm. According to a preliminary valuation, assuming a subscription price of ­SEK 6.30 per share at the time of exercise of the warrants, the market value corresponds to SEK 0.28 per warrant. The below values of the parameters included in the calculation model have been used:

Risk-free interest rate:
2.541 %

Volatility:
39.8 %

Liquidity discount due to unlisted warrant:
15.0 %

Dividend payout ratio of future profit:
0.0 %

Market value of the share:
SEK 3.17

The warrants shall be subscribed for no later than May 28 2024 on a separate subscription list. The Board shall have the right to extend the subscription period, however, not beyond September 1 2024.
Payment of the warrant premium for the warrants shall be made within two weeks from the date of subscription. The Board shall have the right to extend the time for payment.
The increase of the company’s share capital may, upon full exercise of the warrants, amount to a maximum of SEK 32,692.307694, subject to the increase that may be caused by recalculation as a result of issues etc.
Payment for a share upon exercise of the warrant shall be made in cash at an exercise price corresponding to 200 per cent of the volume weighted average price according to Nasdaq First North Growth Market Premier’s official price list for share in the company during the 10 trading days immediately before the annual general meeting on May 14 2024, however not less than the quota value of the share. The subscription price thus determined shall be rounded to the nearest whole 10 öre, whereby 5 öre shall be rounded downwards.
Each warrant shall entitle the holder to, during the period from and including September 1 2027 up to and including October 1 2027, subscribe for one new share against cash consideration. However, the warrants may be exercised at any earlier point in time as a result of a merger, compulsory redemption of shares, liquidation, etc.
Shares issued after exercise of warrants confer the right to dividends for the first time on the record date for dividends that occurs after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear.
In connection with subscription, the company shall, unless it entails negative tax consequences for the company or the participant, reserve the right to, subject to customary “good and bad leaver” provisions, repurchase warrants if the participant’s employment is terminated or if the participant wishes to transfer the warrants.
The share premium upon subscription of shares through the exercise of warrants shall be added to the unrestricted share premium reserve.

Allocation of warrants

The offer to subscribe for warrants shall be made in lots of not more than 10,000. The offer is allocated among the employees based on a resolution by the Board of the company in accordance with the following structure:

The CEO is offered a maximum of 20 lots
Senior executives are offered a maximum of 20 lots (maximum 5 persons)
Other employees are offered a maximum of 5 lots (maximum 10 people)

Reasons for deviation from the shareholders’ preferential rights

The reason for deviating from the shareholders’ preferential rights is a desire to introduce a warrant program intended for allotment to key employees in the company, whereby they can be offered the opportunity to take part in a value increase of the company’s share. This is expected to strengthen the interest in the company’s development – as well as the company’s share price development – and to stimulate continued company loyalty in the coming years.

Dilution effect

In the event that all warrants are exercised, the number of shares will increase by 1,700,000, which corresponds to a dilution of a maximum of approximately 2.1 per cent of the shares and votes based on the company’s current number of shares.

Other outstanding warrants

There is currently one (1) outstanding warrant program, the Warrant Program 2021/2024, comprising a maximum of 380,500 warrants entitling to subscription of 380,500 new shares at a subscription price of SEK 21.28 per share from and including 2024-08-16 up to and including 2024-08-30.

Costs

As the warrants are issued at market value, it is the company’s assessment that the company will not incur any salary costs or social security contribution costs as a result of the warrant program. The total costs, including other costs in the form of fees to external advisors and costs for administration of the program, are estimated to amount to approximately SEK 100,000 over the duration of the program.

Preparation of the proposal

The proposal for the incentive program has been prepared by the Board in cooperation with external expertise.

Special authorization

The Board, or the person appointed by the Board, shall be authorized to make such minor adjustments to the above-mentioned proposal that may be required for registration of the above resolution with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden’s affiliation of the warrants.

The Board shall also be authorized to adjust the terms and conditions of the program to the extent required in order for allotment and exercise of warrants to participants in other jurisdictions, to the extent practically possible, to be carried out under the same conditions set out in the program.

Particular majority decisions

A valid resolution of the issue under item 15 requires that the proposal is supported by shareholders representing at least two-thirds of the votes submitted and represented at the annual general meeting. A valid resolution of the issue under item 16 requires that the proposal is supported by shareholders representing at least nine-tenths of the votes submitted and represented at the annual general meeting.

Number of shares and votes

As of the date of issuing of this notice, the total number of registered shares and votes in the company amounts 80,915,798. The company holds no own shares.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_________________________

Lomma in April 2024

Nexam Chemical Holding AB (publ)

The Board of Directors

For more information, please contact:

Ronnie Törnqvist, CEO, +46 (0)706-25 41 85, ronnie.tornqvist@nexamchemical.com    

This information was submitted for publication, through the agency of the contact person set out above, at 09:18 CEST on April 9, 2024.

Download as PDF