Notice of the Annual General Meeting (AGM) of PostNord AB (publ)

Important information in connection with the Covid-19 pandemic

In view of the ongoing Covid-19 pandemic, the Board of Directors has decided that the AGM shall be held only via an electronic link as provided for in the Swedish law (2020:198) on Temporary measures to facilitate companies and associations holding general meetings without risk to health. The AGM will not be open to members of the public. A prerecorded speech by President and Chief Executive Officer Annemarie Gardshol, in which she discusses PostNord’s operations, challenges and opportunities, will be posted on PostNord’s website at www.postnord.com on April 27, 2021.

Right to participate and attend via electronic link, and registration

Shareholders

Shareholders wishing to take part in the Annual General Meeting must be entered in the share register maintained by Euroclear Sweden AB by Monday, April 19, 2021.

In order to be entitled to exercise their voting rights and participate in the AGM, shareholders who have registered their shares in the name of a nominee, must temporarily re-register shares in their own name in the share register maintained by Euroclear Sweden AB (“registration for voting”). The AGM share register produced on the record date, Monday, April 19, 2021, will take into account registrations for voting made no later than Wednesday, April 21, 2021. This means that the shareholder should inform their nominee as to the re-registration in good time prior to this date.

Other information

Members of the Danish and Swedish Parliaments are entitled to be present via electronic link at the AGM after registering with the Company and, in connection with this, to ask questions of the Company.

The Meeting will not be open to the public. More information is available on the PostNord website at www.postnord.com.

Shareholders and Members of the Danish and Swedish Parliaments should notify their intention to participate by regular mail to PostNord AB (publ), Investor Relations, A 12 Ö, SE-105 00 Stockholm, Sweden, or by email to ir@postnord.com. The Company must have received notice of attendance no later than one week before the meeting, that is, by Tuesday, April 20, 2021. Such notification must include an email address for the person intending to participate so that the person can receive a link for the meeting.

Proxy etc.

If the person wishes to participate via a proxy or representative, a form of proxy, registration certificate or other authorization documents should be sent to the Company at the above address in good time before the meeting.

Participation

The AGM will be held electronically via Microsoft Teams, by which shareholders, proxies and Members of the Danish and Swedish Parliaments will be able to participate.

Proposed agenda

1. Opening of the Annual General Meeting
2. Election of the chairman of the meeting
3. Compilation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Approval of the agenda
6. Resolution regarding right of attendance of external parties
7. Consideration of whether the meeting has been duly convened
8. Presentation of
   1. the annual report and auditor’s report,
   2. the sustainability report, and
   3. the consolidated accounts and the auditor’s report on the consolidated accounts
9. Report on the work during the past year,

1. statement by the Board Chairman,
2. statement by the President and Group CEO, and
3. statement by the company’s auditor

10. Resolution on

1. adoption of the income statement and the balance sheet and of the consolidated income statement and consolidated balance sheet,
2. treatment of the Company's profit or loss based on the adopted balance sheet, and
3. discharge from liability for the directors and the President and Group CEO

11. Report on remuneration and implementation of previously approved guidelines on remuneration to senior executives

1. presentation of Board’s remuneration report
2. oral presentation by the Chairman of the Board of Directors regarding the remuneration paid to the senior executives of PostNord AB and its subsidiaries,
3. presentation of auditor’s statement pursuant to Section 8, subsection 54 of the Swedish Companies Act (2005:551)

12. Resolution to approve the Board’s remuneration report
13. Resolution on the Board’s proposed principles for remuneration payable to senior executives
14. Report on the shareholders’ proposal for a resolution on fees, number of Directors, Directors, Board Chairman and Board Vice-Chairman
15. Resolution on fees payable to Directors and committee members
16. Resolution on the number of Directors
17. Election of Directors, Board Chairman and Board Vice-Chairman
18. Report on the Board’s proposed resolution on the auditor’s fee and auditor
19. Resolution on the auditor’s fee
20. Resolution on the number of auditors.
21. Appointment of auditors
22. Closing of the Annual General Meeting

Proposed resolutions

2.         Election of the Chairman of the Meeting

The shareholders propose Christian Jansson as Chairman of the Meeting.

            Resolution on treatment of the Company's profit or loss based on the adopted balance sheet

The Board of Directors proposes that no dividend be paid in respect of the financial year and that the net income for the year and the retained earnings, together amounting to SEK 3,611,747,656, be carried forward.

            Resolution on the Board’s proposed guidelines for remuneration payable to senior executives

On April 22, 2020, the AGM resolved to approve the Board’s proposed guidelines on remuneration the senior executives. The AGM is required to vote annually on a resolution to approve such guidelines. The Board therefore proposes that the 2021 AGM approve the Board’s proposed unchanged guidelines on salaries and other remuneration the senior executives.

The principal contents of the proposals are as follows:

• The persons concerned by the guidelines consist of the President and Group CEO and other members of the Group Executive Team.
• The guidelines shall be based on the Swedish government’s “Riktlinjer för anställningsvillkor för ledande befattningshavare i företag med statligt ägande” (Principles of employment terms for executives in State-owned companies), approved on February 27, 2020.
• The total remuneration for senior executives shall be market-based, well-balanced, competitive, capped, reasonable and fit-for-purpose, and shall be in keeping with sound ethics and a healthy corporate culture; it shall also ensure that the Company and the Group can attract and retain competent employees, which advances the Company’s business strategy and long-term interests and serves to ensure a sustainable organization. This shall also function as a guide to total remuneration to other employees, which the President and Chief Executive Officer is required to account for annually in a separate report to the Board.
• The remuneration to the President and Chief Executive Officer and other senior executives in the PostNord Group, who are employed in Sweden, will consist for the most part of a fixed cash monthly salary. In addition, individual defined-premium pension agreements are contracted, in which the premium will amount to no more than 30 percent of the fixed monthly salary. The required insurance policies are contracted within the scope of this premium.
• The retirement age for employees in Sweden is 65 years. In the case of senior executives employed under Norwegian labor law, the collective bargaining pension plan for the Norwegian company applies, and the retirement age is 65 years. In the case of senior executives employed in Denmark, a pension corresponding to 10 percent of the agreed monthly salary is included. The retirement age is in line with Danish legislation.
• The period of notice for all senior executives concerned by these guidelines is six months.
• Severance compensation shall be paid until no later than the agreed pensionable age and never longer than to the age of 65 years, and will be paid for no more than twelve months.
• The guidelines have been prepared by the Board of Directors, in which process salary and employment conditions for the Company’s employees have been taken into account, and the guidelines shall be subject to review every year. The Group President and Chief Executive Officer and the other senior executives concerned by the guidelines shall not participate in the preparation of, or decision regarding, remuneration structures and remuneration levels to the extent that they are concerned by these issues.
• The Board may resolve to depart temporarily from any of the above-mentioned principles, in entirety or in part, should there be any particular reasons to do so and should deviations be necessary in order to meet the long-term requirements and sustainability of the Company or to ensure the Company’s economic viability. In such a case, the Board shall report the deviation and the reasons for such deviation.
• The Board shall compile a report annually detailing remuneration paid and due for payment that is covered by the guidelines, and whether there has been any deviation from the principles and the reasons for such deviation.

14.       Report on the shareholders’ proposal for a resolution on fees, number of Directors, Directors, Board Chairman and Board Vice-Chairman

Fees

It is proposed that the fees to the Board of Directors for the period until the end of the next AGM shall be paid as follows:

Chairman of the Board of Directors:                   SEK 685,000

Vice-Chairman of the Board of Directors:            SEK 512,000

Directors:                                                     SEK 305,000

It is proposed that a fee comprising the equivalent of a Swedish base amount (SEK 47,600) shall be paid to employee representatives and their deputies who take part in Board meetings.

It is proposed that fees to committee members for the period until the end of the next AGM shall be paid as follows:

Chairman of Audit Committee:                         SEK 74,000

Member of Audit Committee:                           SEK 58,000

Chairman of Remuneration Committee:              SEK 37,500

Member of Remuneration Committee:                SEK 25,000

Fees shall not be paid to members who are employed by the Government Offices.

Number of Directors

It is proposed that the number of directors elected by the AGM is eight (8), without deputies, of which four (4) are nominated by the Swedish state and four (4) are nominated by the Danish state.

Directors, Board Chairman and Board Vice-Chairman

It is proposed that Sonat Burman Olsson, Christian Frigast, Susanne Hundsbæk-Pedersen, Christian Jansson, Peder Lundquist, Ulrica Messing and Charlotte Strand should be re-elected until the end of the next AGM.

Måns Carlson has declined to stand for re-election.

It is proposed that Erik Sandstedt be elected as a new member of the Board.

 Erik Sandstedt was born in 1976 and has an MBA from Uppsala University. He serves as Deputy Director at the Swedish Ministry of Enterprise and Innovation’s Department for State-Owned Enterprises, as well as a Board member of Apoteket and Akademiska Hus. Erik Sandstedt has formerly worked as an equity analyst at Handelsbanken Capital Markets and Kaupthing Bank.

Reasons for selection of directors: The directors proposed by the states are deemed to have the relevant expertise, experience and background for the Company’s governance, which is why the owners propose the selection of the above-mentioned directors elected by the AGM. The proposed Board of Directors is deemed to have a suitable composition with regard to the Company’s business activities, stage of development and other conditions, the composition being characterized by diversity and breadth in terms of the directors’ expertise, experience and background. The composition of the Board achieves the government’s goal of equal gender distribution, in accordance with the state’s ownership policy.

It is proposed that Christian Jansson be re-elected as Chairman of the Board and that Christian Frigast be re-elected as Deputy Chairman, both for the period until the end of the next annual general meeting.

18.        Report on the Board’s proposed resolution on the auditor’s fee and auditor

It is proposed that the fee for the work of the auditor be paid in accordance with an approved account.

It is proposed that registered accountants KPMG AB should serve as auditor, in accordance with the recommendation of the Audit Committee, for a period of one year until the end of the 2022 AGM.

Other information

Accounting records, auditor's report, Board’s proposals for guidelines on remuneration and other conditions of employment for senior executives, auditor's statement in accordance with Section 8, subsection 54 of the Swedish Companies Act and the Board’s remuneration report are available from the Company and on the Company’s website, www.postnord.com, three weeks before the AGM.  This notice and proposals in full for resolutions are available on the Company’s website. The notice will be sent free of charge to the recipient to shareholders who wish to receive one and provide their postal address. Such a request may be sent to the address for registration given above.

Number of shares and votes

At the time this notice was issued, the total number of shares in the Company was 1,524,905,971 ordinary shares and 475,094,030 class B shares, equivalent to a total of 1,572,415,374 votes.

Processing of personal data

Personal data obtained from the share register, notification of participation at the AGM and details of proxies and assistants will be used for registration, drawing up of a voting list for the AGM and, where appropriate, minutes of the meeting. For information regarding how personal data is handled, see the privacy policy posted on the Euroclear website at: www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

_______________

Solna, March 2021

PostNord AB (publ)

BOARD OF DIRECTORS

 

Contact person: Malin Nordén. The information was submitted, through the agency of the contact person defined above, for publication at 16.00 CET on March 25, 2021.