Notice of the Annual General Meeting (AGM) of PostNord AB (publ)
Shareholders in PostNord AB (publ), Reg. No. 556771-2640, are hereby invited to attend the Company’s Annual General Meeting (AGM), to be held at 16.00 CET on Tuesday, April 26, 2022.
The Board of Directors has decided that the AGM shall be held only via an electronic link, a decision supported by 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 26, 2022.
Right to participate and attend via electronic link, and registration
Shareholders wishing to take part in the AGM must be entered in the stock register maintained by Euroclear Sweden AB by Thursday, April 14, 2022.
In order to be entitled to exercise their voting rights and participate in the General Meeting, shareholders who have registered their shares in the name of a nominee, must temporarily re-register shares in their own name in the stock register maintained by Euroclear Sweden AB (“registration for voting”). The AGM stock register produced on the record date, Monday, April 14, 2022, will take into account registrations for voting made no later than Wednesday, April 20, 2022. This means that shareholders should inform their nominees of the re-registration in good time prior to this date.
Members of the Danish and Swedish Parliaments Members of the Danish and Swedish Parliaments are entitled to be present at the AGM after registering with the Company and, in connection with this, to ask questions of the Company.
The AGM will not be open to members of the public. More information is available on PostNord’s 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 07 V, SE-105 00 Stockholm, Sweden, or by email to firstname.lastname@example.org. The Company must have received notice of participation no later than one week before the meeting, that is, by Tuesday, April 19, 2022. Such notification must include an email address for the person intending to participate so that the person can receive a link for the meeting.
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.
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.
- Opening of the AGM
- Election of the Chairman of the AGM
- Compilation and approval of the voting list
- Election of one or two persons to verify the minutes
- Approval of the agenda
- Resolution regarding right of attendance of external parties
- Determination of whether the AGM was duly convened
- Presentation of
- The annual report and sustainability report, including the corporate governance report and the consolidated accounts, along with
- The auditor’s report on the consolidated accounts,
- Report on the work during the past year,
- Statement by the Board Chairman,
- Statement by the President and Group CEO, and
- Statement by the Company’s auditor.
- Resolution on
- Adoption of the income statement and the balance sheet and of the consolidated income statement and consolidated balance sheet,
- Treatment of the Company's profit or loss based on the adopted balance sheet, and
- Discharge from liability for the directors and the President and Group CEO
- Report on remuneration and implementation of previously approved guidelines on remuneration to senior executives
- Presentation of remuneration report and oral information by the Chairman of the Board regarding the remuneration paid to the senior executives of PostNord AB and subsidiaries
- Presentation of auditor’s statement in accordance with Section 8, subsection 54 of the Swedish Companies Act (2005:551), and
- Approval of the Remuneration Report
- Resolution on the Board’s proposed guidelines for remuneration payable to senior executives
- Report on the shareholders’ proposal for a resolution on fees, number of directors, directors, Board Chairman and Board Vice-Chairman
- Resolution on fees payable to directors and committee members
- Resolution on the number of directors
- Election of directors, Board Chairman and Board Vice-Chairman
- Report on the Board’s proposed resolution on the auditor’s fee and auditor
- Resolution on the auditor’s fee
- Resolution on the number of auditors.
- Election of auditors
- Conclusion of the meeting
2. Election of the Chairman of the Meeting
The shareholders propose that the Chairman of the Company be elected as Chairman of the meeting.
10b). 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 3,482,613,689, be carried forward.
12. Resolution on the Board’s proposed guidelines for remuneration payable to senior executives
On April 27, 2021, the AGM resolved to approve the Board’s proposed guidelines on remuneration to senior executives. The AGM is required to vote annually on a resolution to approve such guidelines. The Board therefore proposes that the 2022 AGM approve the Board’s proposed unchanged guidelines on salaries and other remuneration to 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 Leadership 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.
13. Report on the shareholders’ proposal for a resolution on fees, number of directors, directors, Board Chairman and Board Vice-Chairman
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 705,000
Vice-Chairman of the Board of Directors: SEK 526,000
Directors: SEK 314,000
It is proposed that a fee comprising the equivalent of a Swedish base amount (SEK 48,300) 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, Charlotte Strand, Erik Sandstedt and Hillevi Engström should be re-elected until the end of the next AGM.
Reasons for selection of directors: The proposed directors are deemed to have relevant competence, experience and background for the company's operations, stage of development and other conditions. The board as a whole has a versatility, range and gender distribution that reflects the requirements of 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.
17. 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 2023 AGM.
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 Annual Accounts 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 requests 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
Solna, March 2022
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 15:30 CET on March 24, 2022.