Notification of the Annual General Meeting of HAKI Safety AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Finans |
| Industri | Investeringar |
The shareholders of HAKI Safety AB (publ), Corporate Registration Number 556323-2536, with its registered office in Malmö, are hereby invited to attend the Annual General Meeting on Tuesday, 29 April 2025, at 4:00 p.m. CEST at High Court, Gamla Hovrätten, Malmöhusvägen 1, Malmö, Sweden.
Right to participate and registration
Shareholders intending to attend the Meeting must:
- be registered as a shareholder in the share register maintained by Euroclear Sweden AB as of Thursday, 17 April 2025, and
- notify the company of their intention to participate no later than Wednesday, 23 April 2025.
Notification of attendance can be given on the company’s website www.hakisafety.com/governance/general-meetings, by e-mail to info@hakisafety.com, by post to HAKI Safety AB (publ), Norra Vallgatan 70, SE-211 22 Malmö, Sweden, or by phone to +46 40 30 12 10.
In their notification, shareholders are to state their name, personal identity number or corporate registration number, telephone number, and, if applicable, the number of advisors (a maximum of two).
If the shareholder is represented by a proxy, a written and dated power of attorney signed by the shareholder must be enclosed in the notification. If the shareholder is a legal entity, a registration certificate or equivalent authorisation document, along with a power of attorney, must be enclosed in the notification. A power of attorney form is available at www.hakisafety.com/governance/general-meetings and can be sent by post to shareholders who contact the company and provide their address.
Holdings registered in the name of a nominee
To be entitled to participate in the Meeting, shareholders whose shares are held in the name of a nominee must, in addition to registering for the Meeting, re-register the shares in their own name so that the shareholder is entered in the share register maintained by Euroclear Sweden AB no later than Thursday, 17 April 2025. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee’s procedure at such time in advance as determined by the nominee. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts. Voting right registrations completed by the nominee no later than 23 April 2025 will be taken into account in the preparation of the share register.
Proposed agenda
- Opening of the Meeting and election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to verify the minutes
- Determination of whether the Meeting has been duly convened
- Presentation of the Annual Report and the Auditor’s Report and the Consolidated Financial Statements and the Consolidated Auditor’s Report for 2024
- President’s presentation
- Resolutions on the:
(a) adoption of the Income Statement and the Balance Sheet and the Consolidated Income Statement and the Consolidated Balance Sheet
(b) disposition of the company’s profit in accordance with the adopted Balance Sheet
(c) discharge of the members of the Board and the President from personal liability - Determination of the number of members of the Board of Directors and deputies, and auditors and auditors’ deputies
- Determination of fees for the Board of Directors and the auditors
- Election of the Board of Directors, Board deputies, and the Chairman of the Board
(a) Svante Nilo Bengtsson (re-election)
(b) Anders Bergstrand (re-election)
(c) Björn Lenander (new election)
(d) Susanne Persson (re-election)
(e) Anna Söderblom (re-election)
(f) Thomas Widstrand (new election)
(g) Thomas Widstrand, as Chairman of the Board (new election) - Election of auditors
- Resolution on the composition of the Nomination Committee
- Resolution on the approval of the Board of Directors’ remuneration report
- Resolution on the Board of Directors’ proposal for guidelines for remuneration and other terms of employment for senior executives
- Resolution on the Board of Directors’ proposal on authorisation of new issue of shares
- Closure of Meeting
Proposals for decision
Item 1. Election of a Chairman of the Meeting
The Nomination Committee, consisting of Jan Bengtsson, Anders Bergstrand and Johnas Lindblom, proposes that Lennart Pihl be elected as Chairman of the Annual General Meeting or, in his absence, the person appointed by the Board.
Item 8 (b). Resolutions on the disposition of the company’s profit in accordance with the adopted Balance Sheet
The Board proposes that the dividend for 2025 is decided to be SEK 0.50 per share.
The record date is proposed to be Friday, 2 May 2025. If the Meeting approves the proposal, Euroclear Sweden AB is expected to distribute the dividend on Wednesday, 7 May 2025.
Item 9. Determination of the number of members of the Board of Directors and deputies, and auditors and auditors’ deputies
The Nomination Committee proposes that the Board of Directors be expanded by one (1) member and comprise six (6) members elected by the Meeting, with no deputies.
The Nomination Committee proposes that HAKI Safety shall have one (1) auditor with no deputies.
Item 10. Determination of fees for the Board of Directors and the auditors
The Nomination Committee proposes that the fees paid to the Board of Directors be a total of SEK 1,625,000 (1,160,000), to be distributed as follows: SEK 500,000 (400,000) to the Chairman of the Board and SEK 225,000 (190,000) each to the other members of the Board.
Furthermore, the Nomination Committee proposes that the fees paid to the Chairman of the Audit Committee be SEK 50,000 (35,000) and SEK 25,000 (-) to other members of the committee. The Nomination Committee proposes that the fee paid to the Chairman of the Remuneration Committee be SEK 25,000 (-).
The Nomination Committee proposes that the auditor's fee be paid in accordance with an approved invoice within the framework of the submitted quote.
Item 11. Election of the Board of Directors, Board deputies, and the Chairman of the Board
HAKI Safety’s Chairman of the Board, Lennart Pihl, has, after eight years as Chairman, declared that he is not available for re-election at the 2025 Annual General Meeting.
The Nomination Committee proposes, for the period until the next Annual General Meeting, the re-election of Svante Nilo Bengtsson, Anders Bergstrand, Susanne Persson and Anna Söderblom and the new election of Björn Lenander and Thomas Widstrand.
It is proposed that Thomas Widstrand be elected as the new Chairman of the Board.
Information about proposed new Board members:
Björn Lenander (born 1961) was most recently the CEO of the investment company Latour Industries for 10 years. He currently serves there as a senior advisor and remains involved in the Boards of Innovalift and Caljan. He is also a Board member of CTEK and CTT Systems. Björn holds an M.Sc. from the Royal Institute of Technology, Stockholm.
Thomas Widstrand (born 1957) was for 16 years the CEO of the listed large capital company Troax, a global leader in indoor perimeter protection, where he today serves as a member of the Board. He is also a Board member of Balco Group, Arla Plast Group, and Elcowire Group. Thomas holds a Graduate in Business Administration from the School of Business, Economics and Law at the University of Gothenburg.
Information on the proposed other Board members is available at www.hakisafety.com.
Item 12. Election of auditors
The Nomination Committee proposes, in line with the recommendation of the company’s Audit Committee, the re-election of Deloitte AB as the company’s auditor for the period until the end of the next Annual General Meeting. Deloitte AB has informed the company that Mattias Lönnquist will be the auditor in charge if Deloitte AB is elected.
Item 13. Resolution on the composition of the Nomination Committee
The shareholder Tibia Konsult AB proposes a Nomination Committee consisting of three (3) members. For members of the Nomination Committee, Tibia Konsult AB proposes the re-election of Jan Bengtsson, Anders Bergstrand and Johnas Lindblom.
It is proposed that the duties of the Nomination Committee shall be as set out in the Swedish Corporate Governance Code. If any of its members resign before the Committee has completed its work, the Committee must appoint a substitute.
Item 15. Resolution on the Board of Directors’ proposal for guidelines for remuneration and other terms of employment for senior executives
The Board proposes that the guidelines for remuneration and other terms of employment for senior executives adopted by the 2021 Annual General Meeting be re-adopted in unchanged form, with the exception of minor editorial changes due to, among other things, the change of the company name to HAKI Safety AB, mainly as set out below.
The Board of Directors proposes guidelines mainly entailing that HAKI Safety shall offer a market-based total compensation that enables the recruitment and retention of senior executives. The remuneration of senior executives may comprise a fixed cash salary, a variable cash salary, pensions, and other remuneration and benefits. A variable cash salary may be paid to create incentives for achieving specified targets. Fulfilment of criteria for payment of variable cash remuneration shall be measurable over a period of one or several years. The variable cash remuneration shall not exceed 40 percent of the total fixed cash salary during the measurement period for such criteria. Senior executives shall be entitled to pensions, which shall be defined contribution schemes. Variable cash salary shall not be pensionable. Pension premiums for defined contribution pensions shall amount to a maximum of 35 percent of the fixed annual cash salary. Examples of other compensation and benefits include health insurance and car benefits. Such benefits may amount to a maximum of 10 per cent of the fixed annual cash salary. The Board's proposed remuneration guidelines are consistent with the previous year's remuneration principles.
Item 16. Resolution on Board of Directors’ proposal of the authorisation of new issue of shares
To enable financing and provide flexibility regarding potential acquisitions, the Board proposes that the Meeting authorise the Board of Directors to, until the next Annual General Meeting, on one or more occasions, issue new shares with or without the shareholders’ pre-emption rights. However, such issues in total may not comprise more than twenty (20) percent of the number of outstanding shares in the company as of the date of the Annual General Meeting.
Such a decision must also be able to be made with a stipulation that new shares must be paid by contribution in kind, by way of set-off, or on other terms.
Annual Report and other documentation provided
The Annual Report and other decision-making documents are made available at the company and on www.hakisafety.com/governance/general-meetings no later than three weeks before the Meeting. Moreover, the Nomination Committee’s motivated statement is available at the company’s above address, as well as on www.hakisafety.com/governance/general-meetings, from the date of this notice. Copies of the documents will be sent to shareholders who request them and provide their postal address or email address.
Shareholders' right to request information
In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the President shall, if a shareholder so requests and the Board of Directors considers it possible without this resulting in material damage to the company, provide information at the Annual General Meeting concerning conditions that could influence the assessment of items on the agenda, conditions that could influence assessments of the financial condition of the company or subsidiaries as well as the company’s relationship with other Group companies, and information on the consolidated financial statements.
Other information
There are a total of 27,329,136 shares in HAKI Safety AB (publ), of which 9,584,697 are A shares and 17,744,439 B shares. These shares entitle to a total of 113,591,409 votes. The company does not hold any own shares.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding our processing of your personal data, you can contact us by emailing info@hakisafety.com.
Malmö in March 2025
HAKI Safety AB (publ)
Board of Directors
This is a translation of the original Swedish version. If there are any differences between this translation and the original Swedish language, the latter shall prevail.