The shareholders of BillerudKorsnäs AB (publ) are hereby invited to attend the
Annual General Meeting at 2.00 p.m. on Tuesday 5 May 2015 at Hotel Rival,
Mariatorget 3, Stockholm, Sweden.
The premises for the Meeting will be open for registration at 1.00 p.m. when
coffee will be served.
Participation
Shareholders wishing to take part in the Annual General Meeting shall:
- be registered in the Shareholders’ Register kept by Euroclear Sweden on
Tuesday 28 April 2015, and
- notify the company of their intention to attend the Meeting not later
than Tuesday 28 April 2015, preferably before 4.00 p.m. Notification may be made
in writing by post to BillerudKorsnäs AB (publ), "AGM", P.O. Box 7841, SE-103 98
Stockholm, Sweden, and by telephone to +46 8 402 90 62. Private persons may also
give notification on the company’s website www.billerudkorsnas.se/anmalan. In
their notification shareholders shall state their name, personal / corporate
identity number, address, daytime telephone number and, if applicable, the
number of advisors (maximum of two).
Shareholders whose shares are registered in the name of a nominee must in order
to participate at the Meeting, request that their own names are temporarily
registered in the share register kept by Euroclear Sweden. This procedure, so
-called voting right registration, must be effected not later than on Tuesday 28
April 2015, which means that the shareholder must inform the nominee well in
time before this date.
Shareholders participating through a proxy, or representatives of legal
entities, should submit the original copy of their proxy, registration
certificates and other relevant authorisation documents to the company well
before the Meeting. Template proxy forms can be downloaded on the company’s
website, www.billerudkorsnas.se/anmalan.
Entry cards, to be presented at the entrance to the Meeting, will be sent out
prior to the Meeting. A new entry card may be issued at the information desk, by
providing proof of identity, to shareholders and representatives whom have not
received or forgotten their entry card.
Proposed Agenda
1. 1. Opening of the Meeting.
2. 2. Election of Chairman of the Meeting.
3. 3. Drawing up and approval of the voting list.
4. 4. Election of one or two persons to verify the minutes.
5. 5. Determination as to whether the Meeting has been duly convened.
6. 6. Approval of the Agenda.
7. 7. Presentation of the annual report and the auditors’ report as
well as the consolidated accounts and consolidated auditors’ report for the 2014
financial year.
8. 8. Report on the work of the Board and Board Committees over the
past year.
9. 9. Presentation by the Chief Executive Officer.
10. 10. Resolution on:
a) the adoption of the income statement and the balance sheet as
well as the consolidated income statement and consolidated balance sheet for
2014,
b) the appropriation of the company’s profit according to the
adopted balance sheet for 2014 and the record date for the dividend, and
c) discharge from personal liability for Board Members and the CEO
for their administration for the year 2014.
1. 11. Account of the Nomination Committee's work and proposals.
2. 12. Resolution on number of Board Members to be elected by the
Meeting.
3. 13. Resolution on fees for Board Members and remuneration for
Committee work and resolution on fees for auditors.
4. 14. Election of Board Members and Chairman of the Board.
5. 15. Election of auditor.
6. 16. Resolution on procedures for appointment of the Nomination
Committee for the 2016 Annual General Meeting.
7. 17. The Board’s proposal regarding guidelines for remuneration to
senior executives.
8. 18. The Board's proposals regarding resolutions on:
(a) introduction of LTIP 2015;
(b) transfer of own treasury shares to the participants in LTIP 2015;
and
(c) equity swap agreement with third party.
1. 19. Shareholder's proposal.
2. 20. Closing of the Meeting.
Resolutions proposed by the Nomination Committee
Item 2
The Nomination Committee proposes that the lawyer Wilhelm Lüning is elected to
be Chairman of the Meeting.
Item 12
The Nomination Committee proposes that the Board shall consist of eight members
elected by the general meeting (currently seven), including the Chairman and the
Vice Chairman of the Board.
Item 13
The Nomination Committee proposes that the fees to Board Members and for work in
the Committees of the Board, for the period until the close of the next Annual
General Meeting, shall be unchanged which means:
– that the fee to Board Members, elected by the General Meeting and not
employed by the BillerudKorsnäs Group, shall be SEK 450,000 per Member, that the
fee to the Chairman of the Board shall be SEK 1,100,000 and that the annual fee
to the Vice Chairman of the Board shall be SEK 750,000;
– that the annual remuneration for work on Board Committees, paid to members
appointed by the Board shall be SEK 150,000 to the chairman of the Audit
Committee, SEK 75,000 to each of the other members of the Audit Committee, SEK
50,000 to the chairman of the Remuneration Committee and SEK 25,000 to each of
the other members of the Remuneration Committee, and also SEK 50,000 to each of
the members of the Investment Committee (former Integration and Transformation
Committee); and
– that fees to the auditors during the mandate period shall be paid by
current account.
Item 14
The Nomination Committee proposes that Bengt Hammar, Mikael Hellberg, Jan Homan,
Lennart Holm, Gunilla Jönsson, Michael M.F. Kaufmann and Kristina Schauman are
re-elected as Board Members.
The Nomination Committee proposes that Andrea Gisle Joosen is elected as new
Board Member.
Andrea Gisle Joosen has significant experience from the consumer goods/FMCG
sector and retail sector. Most recently she held the position as CEO of Boxer TV
Access AB. Her former roles include managing director of the Nordic/Scandinavian
operations of Panasonic, Chantelle and Twentieth Century Fox Home Entertainment
as well as senior positions with Johnson & Johnson and Procter & Gamble. Andrea
Gisle Joosen is currently a non executive director at Dixons Carphone PLC, ICA
Gruppen AB and Lighthouse Group AB. Andrea Gisle Joosen was born in 1964 and has
a BSc. in Business Administration and an MSc. in International Marketing from
Copenhagen Business School.
The Nomination Committee further proposes that Lennart Holm is re-elected as
Chairman of the Board and that Michael M.F. Kaufmann is re-elected as Vice
Chairman of the Board.
The Nomination Committee's motivated statement explaining its proposals
regarding the Board and additional information about the proposed directors of
the Board are available on the company's website at www.billerudkorsnas.com.
Item 15
The Nomination Committee proposes that the Annual General Meeting shall elect
the registered accounting firm KPMG AB as the company's auditor for the period
until the close of the 2016 Annual General Meeting. KPMG AB has informed that
they will appoint the authorised public accountant Ingrid Hornberg Román as
auditor-in-charge if KPMG AB is elected as auditor.
Item 16
The Nomination Committee proposes that the procedures for the appointment of the
Nomination Committee for the 2016 Annual General Meeting shall be as follows:
The Nomination Committee shall comprise of four (4) members. During the autumn
of 2015 the Chairman shall contact the largest shareholders (judged by size of
shareholding) regarding the formation of a Nomination Committee. The names of
the members of the Nomination Committee, and the names of the shareholders
having appointed the members, shall be published no later than six months prior
to the 2016 Annual General Meeting and be based upon the known shareholding as
per 30 September 2015. The Nomination Committee is appointed for a term of
office commencing at the time of the announcement of its composition and ending
when a new Nomination Committee is formed. Unless the Committee members agree
otherwise, the Chairman of the Nomination Committee shall be the member
appointed by the largest shareholder (judged by size of shareholding). The
Committee forms a quorum when more than half of its members are present.
If during the Nomination Committee’s term of office one or more of the
shareholders that have appointed members to the Nomination Committee are no
longer among the largest shareholders, then the members appointed by these
shareholders shall resign their positions and the shareholder or shareholders
who have become among the largest shareholders shall be offered the opportunity
to appoint members to the Nomination Committee. Unless there is special cause,
no changes shall be made to the composition of the Nomination Committee if only
minor changes in shareholding have been made, or if the changes take place later
than two months prior to the General Meeting that will decide on proposals made
by the Nomination Committee.
Shareholders who appoint members to the Nomination Committee have the right to
dismiss their member and appoint a new one. Equally, the shareholder whose
member requests to leave the Committee before its work is completed has the
right to replace such a member. Changes to the composition of the Nomination
Committee shall be published as soon as they take place.
The Nomination Committee shall produce proposals for the following items to be
decided by the 2016 Annual General Meeting:
(a) proposal for Chairman of the Meeting;
(b) proposal for number of Board Members;
(c) proposal for nomination of Board Members, Chairman and Vice
Chairman of the Board;
(d) proposals for nomination of auditors;
(e) proposals for Board fees and distribution between Chairman of
the Board, Vice Chairman and other Members, and possible remuneration for
Committee work;
(f) proposal for fees to auditors; and
(g) proposal for procedures for appointing the Nomination Committee.
The Nomination Committee shall make available the requisite information to
BillerudKorsnäs so that BillerudKorsnäs can meet the information requirements of
the Swedish code of corporate governance. Furthermore, the Nomination Committee
shall in performing its duties meet the requirements set by the Swedish code of
corporate governance for Nomination Committees, and BillerudKorsnäs shall at the
request of the Nomination Committee provide staff resources, such as secretary
of the Nomination Committee, in order to facilitate the Committee’s work. If so
required, BillerudKorsnäs shall also pay reasonable costs for external
consultants and similar which are considered necessary by the Nomination
Committee for it to perform its duties.
Resolutions proposed by the Board of Directors
Item 10 (b)
The Board of Directors proposes a dividend of SEK 3.15 per share. The record
date for the dividend is proposed to be on Thursday 7 May 2015. If the Meeting
resolves in accordance with the Board's proposal, the dividend is estimated to
be paid out by Euroclear Sweden AB on Tuesday 12 May 2015.
A reasoned statement from the Board of Directors, pursuant to Ch 18 Sec 4 of the
Companies Act (2005:551), with respect to the proposed dividend will be
available not later than on Tuesday 14 April 2015 on the company's website at
www.billerudkorsnas.com, at the company's office at Frösundaleden 2 B in Solna,
Sweden, and will be sent by post to those shareholders who so request and state
their postal address.
Item 17
The Board proposes that the Meeting resolves to adopt the following guidelines
for remuneration to the executive officers of the BillerudKorsnäs Group.
Executive officers are the CEO, the Executive Vice President and the other
members of the senior management team.
BillerudKorsnäs shall set the remuneration levels and employment terms that are
in line with market practice in order to recruit and keep a management team with
a high level of competence and the capability to achieve established goals.
Remuneration shall motivate executives to do their utmost to secure
shareholders’ interests. Remuneration may be in the form of fixed salary,
variable salary, long term incentive programs and other benefits such as a
company car and pension. Fixed and variable salary shall be set in relation to
competence, area of responsibility and performance. Variable remuneration will
be based on outcomes in relation to established targets and shall be a maximum
of a fixed percentage of annual fixed salary and vary between 30 per cent and 70
per cent. However, variable remuneration shall only be paid on condition that
the company's operating result is positive. Long term incentive programs within
the company shall primarily be linked to certain pre-determined financial and
share price related performance criteria. The programs shall ensure long term
commitment to the development of the company and shall be implemented on market
terms. Long term incentive programs shall run for at least three years. For more
information about the existing long term incentive programs, see the company’s
annual report and website. For further information regarding the proposed LTIP
2015, please see the Board's proposal according to item 18 on the agenda.
Pension benefits shall either be defined-benefit or defined-contribution, and
normally give an entitlement to pension from age 65. In some cases the
retirement age may be lower, although 62 is the lowest retirement age. Six to
twelve months is the normal notification period for termination of employment,
and severance pay shall be a maximum of 12 months’ salary in the event of
dismissal by the company.
Remuneration and employment terms for the CEO are prepared by the Remuneration
Committee and decided by the Board. Remuneration and employment terms for
members of the senior management team are decided by the CEO, after approval
from the Remuneration Committee.
The Board of BillerudKorsnäs has the right to deviate from these guidelines in
individual cases if there is a good reason.
The auditor's statement according to Ch 8 Sec 54 of the Companies Act (2005:551)
and the Board of Directors' report of the result of the Remuneration Committee's
evaluation according to the Swedish corporate governance code will be made
available not later than on Tuesday 14 April 2015 on the company's website at
www.billerudkorsnas.com, at the company's office at Frösundaleden 2 B, Solna,
Sweden, and will be sent by post to those shareholders who so request and state
their postal address.
Item 18
The Board of Directors proposes that the Meeting resolves to introduce a long
term share based incentive program ("LTIP 2015") and transfer of own shares in
relation to LTIP 2015 in accordance with items 18 a) and b).
a) Introduction of LTIP 2015
LTIP 2015 in brief
The Board of Directors' main objective with the proposal of LTIP 2015 is to
strengthen BillerudKorsnäs’ ability to attract, motivate and retain the best
talent for key leadership positions. The aim is further that executive officers
as well as other key personnell and talents within the BillerudKorsnäs group
shall be given an incentive to increased efforts by aligning their interests and
perspectives with those of the shareholders.
LTIP 2015 comprises up to 75 executive officers, other key personnell and
talents within the BillerudKorsnäs group. A condition to participate in LTIP
2015 is that the participants must own BillerudKorsnäs shares. The shares could
be previously held, provided that they are not already allocated to the long
term share based incentive programs adopted 2013 or 2014, or purchased on the
market. Notification of participation in LTIP 2015 shall occur after the AGM
2015. The participants will after a three year vesting period that ends in
connection with the publication of BillerudKorsnäs' interim report for the
period January – March 2018, be alloted BillerudKorsnäs shares, free of charge,
provided that certain conditions are fulfilled.
LTIP 2015 has the same structure as previous years' long term incentive
programs.
Participants in LTIP 2015
LTIP 2015 comprises up to 75 persons consisting of the CEO, the Executive Vice
President and the other members of the Senior Management Team, other key
personnell and talents within the BillerudKorsnäs group.
Personal investment and allotment of share rights
To participate in LTIP 2015, the participants must purchase BillerudKorsnäs
shares at market price on Nasdaq Stockholm ("Saving Shares"). Previously held
BillerudKorsnäs shares, which are not already allocated to the long term share
based incentive programs 2013 or 2014, may be used as Saving Shares. Saving
Shares shall be allocated to LTIP 2015 in connection with the notification to
participate in the program. If the participant has insider information which
prevents him/her from purchasing BillerudKorsnäs shares in connection with the
notification to participate in LTIP 2015, the shares shall be purchased as soon
as possible, but no later than before the next annual general meeting.
Participants in Category 1 (the CEO of BillerudKorsnäs), Category 2 (the
Executive Vice President and the CFO of BillerudKorsnäs) and Category 3 (22
executive officers and other key personnell in BillerudKorsnäs) are offered to
allocate Saving Shares to the LTIP 2015, not exceeding a number equal to 10 per
cent of the participant's gross base salary as per year end 2014 divided by the
closing price of the BillerudKorsnäs share per the last trading day of 2014 (SEK
112.50) (the “Closing Price”). Participants in Category 4 (50 key personnell and
talents in BillerudKorsnäs) are offered to allocate no more than 500 Saving
Shares to LTIP 2015. New personnell that have not yet commenced their employment
at the time when notification to participate in the program at the latest shall
be given, may, upon the condition that the employment commences during 2015, be
offered to participate in the program, if the Board of Directors or the
Remuneration Committee deems it to be in line with the purpose of the program.
For each Saving Share that the participant invests in and allocates to LTIP
2015, the participant is, free of charge, allotted 1 matching share right
("Matching Share Right") and 3 performance share rights ("Performance Share
Right") (together referred to as "Share Rights"). However, the CEO (Category 1)
will be alloted 1 Matching Share Right and 5 Performance Share Rights for each
Saving Share allocated to LTIP 2015 and the Executive Vice President and the CFO
(Category 2) will be alloted 1 Matching Share Right and 4 Performance Share
Rights for each Saving Share allocated to LTIP 2015. Provided that the
conditions set out below are fulfilled, the Share Rights entitle to allotment of
BillerudKorsnäs shares as described below. Allotment of shares in
BillerudKorsnäs will be made, free of charge, after the release of the interim
report for the period January – March 2018.
Matching Share Rights
For each Saving Share that the participant invests in and allocates to LTIP
2015, the participant is, free of charge, allotted 1 Matching Share Right, which
entitles the participant to, free of charge, receive 1 BillerudKorsnäs share.
Allotment of BillerudKorsnäs shares requires, with certain exceptions, that the
participant is still employed by the BillerudKorsnäs Group and has retained the
Saving Shares at the release of the interim report for the period January –
March 2018.
For half (50%) of the Matching Share Rights allotted to the participant, another
condition for allotment of BillerudKorsnäs shares is that the total shareholder
return (TSR) on the BillerudKorsnäs share during the period 2015-2017 exceeds
zero (0) per cent.
Performance Share Rights
For each Saving Share that the participant invests in and allocates to LTIP
2015, the participant is, free of charge, allotted 3 Performance Share Rights.
However, the CEO (Category 1) will be alloted 5 Performance Share Rights for
each Saving Share allocated to LTIP 2015 and the Executive Vice President and
the CFO (Category 2) will be alloted 4 Performance Share Rights for each Saving
Share allocated to LTIP 2015.
The Performance Share Rights are divided into three series, series A-C. For all
participants, except the CEO (Category 1) and the Executive Vice President and
the CFO (Category 2), each Saving Share entitles to 1 Performance Share Right of
each series. For the CEO (Category 1) each Saving Share entitles to 2
Performance Share Rights of series A, 1 Performance Share Right of series B and
2 Performance Share Rights of series C. For the Executive Vice President and the
CFO (Category 2) each Saving Share entitles to 1.5 Performance Share Rights of
series A, 1 Performance Share Right of series B and 1.5 Performance Share Rights
of series C.
The allotment of BillerudKorsnäs shares due to Performance Share Rights of
Series A-C requires that the conditions for the Matching Share Rights regarding
continued employment and retained holding of Saving Shares are fulfilled. In
addition, allotment of BillerudKorsnäs shares due to Performance Share Rights
requires fulfillment of certain performance conditions. The performance
conditions vary for the respective series and are based on financial goals
during the financial years 2015-2017. The Board of Directors intends to present
whether the conditions have been fulfilled in the annual report of 2017.
Series A The performance condition for the Performance Share Rights of
series A relate to BillerudKorsnäs' average adjusted operating margin for the
period 2015-2017 ("EBIT Margin"). The maximum level of allotment under the
performance conditions is an EBIT Margin of 11.5 per cent and the minimum level
of allotment is an EBIT Margin exceeding 8.5 per cent. If the EBIT Margin
amounts to the maximum level of 11.5 per cent or more, maximum allotment of 1
BillerudKorsnäs share per Performance Share Rights of series A shall be made. If
the EBIT Margin should be lower than 11,5 per cent, but exceeding the minimum
level of 8.5 per cent, the allotment will be made on a linear basis on
intermediate values. If the EBIT Margin amounts to 8.5 per cent or less, the
Performance Share Rights of series A shall not entitle to allotment of
BillerudKorsnäs shares.
Series B The performance condition for the Performance Share Rights of
series B relate to BillerudKorsnäs' adjusted EBITDA margin in comparison with
the average EBITDA margin for the period 2015-2017 for a peer group of certain
selected companies ("Comparing EBITDA-margin"). The peer group consists of
companies and their business areas with businesses including production and sale
of pulp, paper and board as well as packaging materials and packaging solutions
made thereof, that the Board of Directors has considered to be comparable to
BillerudKorsnäs. The Board of Directors or the Remuneration Committee shall be
authorized, in particular situations, to adjust the peer group's composition.
The peer group is composed by Klabin, Nine Dragon Paper, Mead Westvaco’s segment
Food & Beverage and Home, Metsä Board’s segment Paperboard, Mondis segment
Europe and International Packaging Paper, Smurfit Kappa Group and Stora Enso's
Segment Consumer Board and Packaging Solutions. If BillerudKorsnäs' EBITDA
-margin exceeds Comparing EBITDA-margin, maximum allotment of 1 BillerudKorsnäs
share per Performance Share Rights of series B shall be made. If
BillerudKorsnäs' EBITDA-margin is the same or lower than Comparing EBITDA
-margin, the Performance Share Rights of series B shall not entitle to allotment
of BillerudKorsnäs shares.
Series C The performance condition for the Performance Share Rights of
series C relate to BillerudKorsnäs' total shareholder return for the period 2015
-2017 ("TSR") in comparison with the total shareholder return for the period
2015-2017 for a comparative index (“Comparing TSR Index”) based
· to 30 per cent on SIX Return Index based on total shareholder return on
companies listed on Nasdaq Stockholm, and
· to 70 per cent on an index over total shareholder return for a peer group of
certain selected listed Nordic companies with businesses including production
and sale of pulp, paper and board as well as packaging materials and packaging
solutions made thereof (consisting in equal parts of Ahlstrom, Holmen, Metsä
Board, Munksjö, SCA, Stora Enso and UPM). The lowest and highest quotation of
total shareholder return in the peer group shall be excluded in the calculation.
The Board of Directors or the Remuneration Committee shall be authorized, in
particular situations, to adjust the peer group's composition.
The maximum level of allotment under this performance condition is that TSR
exceeds Comparing TSR Index by 10 percentage points or more and the minimum
level is that TSR exceeds Comparing TSR Index. If BillerudKorsnäs' TSR exceeds
Comparing TSR Index by 10 percentage points or more, maximum allotment of 1
BillerudKorsnäs share per Performance Share Rights of series C shall be made. If
BillerudKorsnäs' TSR exceeds Comparing TSR Index, however with less than 10
percentage points, the allotment will be made on a linear basis on intermediate
values. If BillerudKorsnäs' TSR amounts to, or is less than Comparing TSR Index,
the Performance Share Rights of series C shall not entitle to allotment of
BillerudKorsnäs shares.
Terms and conditions for the Share Rights
In addition to what has been stated above, the following terms and conditions
apply for both the Matching Share Rights and the Performance Share Rights:
· The Share Rights are allotted, free of charge, after the Annual General
Meeting 2015.
· The participants are not entitled to transfer, pledge or dispose the Share
Rights or perform any shareholder's rights regarding the Share Rights.
· Allotment, free of charge, of BillerudKorsnäs shares, on the basis of the
Share Rights, will take place after the release of the interim report for the
period January – March 2018.
· BillerudKorsnäs will make no compensations to the participants of LTIP 2015
due to dividend regarding the shares that the respective Share Right qualifies
for.
· The maximum profit per participant is limited to SEK 400 per Share Right,
equal to a maximum of approximately 26 monthly salaries for Category 1,
approximately 21 monthly salaries in average for Category 2 and approximately 17
monthly salaries in average for Category 3 and 4. In the event that the profit,
when calculating the allotment according to LTIP 2015, should exceed the limit
of SEK 400 per Share Right, adjustment shall be made by consequently decreasing
the number of BillerudKorsnäs shares that the participant is entitled to
receive.
Detailed terms and administration
The Board of Directors, or the Remuneration Committee, shall be responsible for
determining the detailed terms and administration of LTIP 2015 to be applicable
between BillerudKorsnäs and the participant, however within the scope of herein
given frames and directions. The Board of Directors or the Remuneration
Committee shall be authorised to make adjustments to fulfil certain rules or
market prerequisites in other jurisdictions. If delivery of shares cannot be
accomplished at reasonable costs and with reasonable administrative efforts to
persons outside Sweden, the Board of Directors or the Remuneration Committee
shall be entitled to decide that the participating person may instead be offered
a cash based settlement. The Board may also make other adjustments, including
e.g. a right to resolve on a reduced allotment of shares, if material changes
would occur within the BillerudKorsnäs Group or on the market that, according to
the Board’s assessment, would lead to that the resolved terms and conditions for
allotment of shares under LTIP 2015 no longer fulfils the main objectives.
Scope
In total, LTIP 2015 comprises a maximum of 76,504 Saving Shares, which can lead
to allotment of in total a maximum of 328,432 BillerudKorsnäs shares (a maximum
of 76,504 due to the Matching Share Rights and a maximum of 251,928 due to the
Performance Share Rights), which correspond to approximately 0.2 per cent of the
number of outstanding shares and votes in BillerudKorsnäs.
The number of shares included in the LTIP 2015 which can be transferred to the
participants shall be subject to recalculation due to bonus issues,
consolidation or share split, new issue of shares or similar measures carried
out by BillerudKorsnäs according to accepted practice for similar incentive
programs.
In total, LTIP 2015 comprises a maximum of 328,432 BillerudKorsnäs shares. On 31
December 2014, the previously adopted long term incentive programs, LTIP 2012,
LTIP 2013 and LTIP 2014, comprised a maximum of 822,476 BillerudKorsnäs shares.
LTIP 2015 together with LTIP 2012, LTIP 2013 and LTIP 2014 would entail a
dilution of shares of approximately 0.6 per cent of the number of outstanding
shares and votes in BillerudKorsnäs.
Hedging
In order to secure delivery of BillerudKorsnäs shares under LTIP 2015, the Board
of Directors proposes that the Board of Directors shall have the right to decide
on alternative methods for transfer of BillerudKorsnäs shares under LTIP 2015.
The Board of Directors therefore proposes that the Annual General Meeting
decides to transfer own treasury BillerudKorsnäs shares to the participants or
to enter into so-called equity swap agreements with a third party in order to
meet the requirements under LTIP 2015. The Board of Directors considers the
first alternative to be the most cost efficient and flexible arrangement for the
transfer of BillerudKorsnäs shares to the participants.
Estimated costs and values of the LTIP 2015
The Board of Directors has estimated the average value of each Share Right to
SEK 94.10. The estimation is based on generally accepted valuation models using
the closing price for the BillerudKorsnäs share on 10 March 2015, statistics on
the share price development as well as projected dividends. The aggregate
estimated value of the 76,504 Matching Share Rights and 251,928 Performance
Share Rights, based on a approximately 50 per cent fulfillment of the
performance conditions and estimations on turnover of personnel, is
approximately MSEK 18.6. The value is equivalent to approximately 0.07 per cent
of the market capitalisation for BillerudKorsnäs as of 10 March 2015. The costs
are treated as a staff cost in the profit and loss accounts and it is expensed
over the first 36 months in accordance with IFRS 2 on share-based payments. In
the profit and loss accounts, social security costs will accrue in accordance
with UFR 7 during the vesting period. The size of these costs will be calculated
on the BillerudKorsnäs share price development during the vesting period and
allotment of the shares. Based on a theoretical assumption of a yearly increase
of 10 per cent of the share price and a vesting period of three years, the cost
for LTIP 2015 including social security costs is approximately MSEK 27.7, which
on a yearly basis equals to approximately 0.3 per cent of BillerudKorsnäs’
total staff costs for the financial year 2014. The maximum cost for LTIP 2015,
based on these assumptions, is estimated to be approximately MSEK 72.2, whereof
MSEK 41.3 in social security costs.
Effects on key ratios
In the event of full participation in LTIP 2015, BillerudKorsnäs' staff costs
are expected to increase with approximately MSEK 9.1 annually. On a proforma
basis for 2014, these costs equals a marginal negative effect on
BillerudKorsnäs’ operating margin earnings per share.
Nevertheless, the Board of Directors considers that the positive effects on the
result, which are expected to arise from the increase of the shareholding by
executive officers and key employees and which, in addition, may further be
expanded by the shareholding in LTIP 2015, exceed the costs.
The preparation of the proposal
LTIP 2015, which is based on the previous years long term incentive programs,
has been initiated and prepared by the BillerudKorsnäs' Remuneration Committee
and Board of Directors together with external advisors.
Other incentive programs in BillerudKorsnäs
Please refer to BillerudKorsnäs’ annual report or the company website
www.billerudkorsnäs.com for a description of all other share based incentive
programs in BillerudKorsnäs. BillerudKorsnäs has no other share-based incentive
programs than those described there.
b) Transfer of own treasury shares to the participants in LTIP
2015
The Board of Directors proposes that the Annual General Meeting resolves on
transfer of a maximum of 328,432 BillerudKorsnäs shares held in treasury to the
participants in LTIP 2015 (or the higher number of shares that may result from
recalculation under the terms of the LTIP 2015). Transfer of shares to the
participants shall be made free of charge in accordance with the terms of LTIP
2015.
c) Equity swap agreement with third party
The Board of Directors proposes that the Annual General Meeting resolves that
the expected financial exposure of LTIP 2015 may as an alternative be hedged by
BillerudKorsnäs entering into an equity swap agreement with a third party on
terms and conditions in accordance with market practice, whereby the third party
in its own name may acquire and transfer BillerudKorsnäs shares to the
participants in LTIP 2015.
Specific majority requirements and conditions for the Board's proposals under
item 18
To be valid, the Meeting’s decision concerning items 18 a) and c) must gain the
support of shareholders representing at least half of the votes cast by
shareholders attending the Meeting and to be valid, the Meeting’s decision
concerning item 18 b) must gain the support of shareholders representing at
least nine-tenths of both the votes cast and the shares represented at the
Meeting.
The Board of Directors' proposal pursuant to item 18 a) is conditional on that
the Meeting resolves in accordance with the Board of Directors' proposal under
item 18 b) or 18 c).
Shareholder's proposal
Item 19
Shareholder Thorwald Arvidsson proposes that the Annual General meeting resolves
to instruct the Board to take appropriate actions in order to establish a
shareholders' association in the company.
Number of shares
At the time of the issuance of this notice there are 208,219,834 shares in the
company representing one vote each. Thus the total number of votes is
208,219,834. The company owned 1,431,673 of its own shares, which may not be
represented at the Meeting. The total number of votes in the company at the time
of the issuance of this notice is therefore 206,788,161.
Documentation
The Nomination Committee’s motivated statement regarding proposals for the Board
etc. and information on the proposed directors of the Board will, from today, be
available on the company's website at www.billerudkorsnas.com, at the company's
office on Frösundaleden 2 B, Solna, Sweden, and will be sent by post to those
shareholders who so request and state their postal address.
The annual report and the auditors’ report for the 2014 financial year, the
reasoned statement of the Board of Directors pursuant to Ch 18 Sec 4 of the
Companies Act (2005:551), the Board of Directors' report of the results of the
Remuneration Committee's evaluation according to the Swedish code of corporate
governance and the auditor's statement pursuant to Ch 8 Sec 54 of the Companies
Act (2005:551) will be made available not later than on Tuesday 14 April 2015 on
the company's website at www.billerudkorsnas.com, at the company's office on
Frösundaleden 2 B in Solna, Sweden, and will be sent by post to those
shareholders who so request and state their postal address.
Information on the shareholders’ right to request information
Upon request by any shareholder and where the Board of Directors believes that
such may take place without significant harm to the company, the Board of
Directors and managing director shall provide information at the General Meeting
in respect of any circumstances which may affect the assessment of a matter on
the agenda and any circumstances which may affect the assessment of the
company’s financial position. The duty to provide information shall also apply
to the company’s relationship to other group companies and group accounts and
such circumstances regarding subsidiaries as specified in the previous sentence.
Solna, March 2015
The Board of Directors
The information is such that BillerudKorsnäs Aktiebolag (publ) is obligated to
publish under the Swedish Securities Market Act. Submitted for publication at
11.00 CET, 30thMarch 2015.
For further information, please contact:
Lennart Holm, Chairman of the Board of Directors, 46 (0)8 553 335 05
Andreas Mattsson, Corporate Legal Counsel +46 (0)8 553 335 16
BillerudKorsnäs is a world leading provider of fiber based packaging materials.
We create smart packaging solutions that challenge conventional packages for a
sustainable future. The company has 8 production sites in Sweden, Finland and
the UK and about 4300 employees in over 13 countries. BillerudKorsnäs has an
annual turnover of about SEK 21 billion and is publically traded on Nasdaq
Stockholm
Annual General Meeting 2015 BillerudKorsnäs AB (publ)
| Source: BillerudKorsnäs AB
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