Notification of the Annual General Meeting in Bilia AB

Transcription

1 Notification of the Annual General Meeting in Bilia AB The Annual General Meeting in Bilia AB (publ), reg.no , will be held at 2 p.m. CET on Monday, April 8, 2019, at the IVA Conference Center, Grev Turegatan 16, Stockholm. Registration starts at 1 p.m. CET. Participation Shareholders wishing to participate in the AGM must: - be registered in the share register kept by Euroclear Sweden AB on Tuesday, April 2, 2019, and - notify Bilia AB of their intention to attend not later than on Tuesday, April 2, Notification can be made either: - by telephone at (or ) - by mail to Bilia AB, Box 9003, SE Gothenburg, Sweden, or - via Bilia s website (does not apply to legal entities). At notification, the following information is required: - name, - personal or corporate identity number, - address and telephone number, and - number of assistants. A confirmation of participation will be sent to shareholders who have given notice of their attendance to be brought to the meeting by the shareholder. Nominee-registered shares Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must temporarily register the shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the AGM. Such re-registration must be completed no later than on Tuesday, April 2, 2019, which means that shareholders must inform their nominees well in advance of this date.

2 Proxies Shareholders who are represented by a proxy shall issue a written and dated power of attorney for the proxy. The power of attorney may not be valid for longer than five years from the date of issue. The form to use for a power of attorney is found on Bilia AB s website, The original power of attorney should be sent to Bilia AB under the above address well in advance of the AGM. If the power of attorney is issued by a legal entity, a verified copy of the certificate of registration or a corresponding document of authority of the legal entity shall be attached. Proposed agenda 1 Opening of the meeting 2 Election of chairman for the meeting 3 Preparation and approval of the voting list 4 Approval of the agenda for the meeting 5 Election of one or two persons to verify the minutes 6 Determination of whether the meeting has been duly convened 7 Information from Managing Director 8 Presentation of Bilia AB s annual report, the auditor s report, the consolidated accounts and the auditor s report on the consolidated accounts for the financial year Resolution on the adoption of the profit and loss statement and the balance sheet, the consolidated profit and loss statement and the consolidated balance sheet for the group 10 Resolution on the appropriation of the profit in accordance with the approved balance sheet 11 Resolution on the discharge of liability for the members of the Board of Directors and the Managing Director 12 Determination of the number of Board members to be elected by the meeting 13 Determination of fees for the Board of Directors 14 Election of the members of the Board of Directors and the Chairman of the Board 15 Determination of fees payable to the auditor and election of auditor 16 Guidelines for remuneration to the Group Management 17 Authorisation for the Board of Directors to decide on acquisition and transfer of own shares 18 Other business 19 Conclusion of the meeting

3 The Nomination Committee s Proposal for Resolutions (items 2 and 12-15) The Nomination Committee consists of Tim Floderus (Öresund, chairman), Lisen Oliw (Anna Engebretsen and family), Åsa Nisell (Swedbank Robur Fonder) and Mats Qviberg (Qviberg family, chairman of the Board). The Nomination Committee proposes the following. (2) Election of Mats Qviberg as chairman of the AGM. (12) 10 ordinary Board members without deputy members. (13) It is proposed that a fee of SEK 360,000 be paid to the Chairman of the Board and SEK 360,000 to the Deputy Chairman. It is proposed that the other Board members receive SEK 230,000 each. Further, it is proposed that the chairman of the Audit Committee receive SEK 120,000 and that the members of the Audit Committee receive SEK 60,000 each. It is proposed that the chairman of the Compensation Committee receive SEK 25,000 and that the members of the Compensation Committee receive SEK 10,000 each. The above fee proposal entails an increase compared to last year of SEK 10,000 each for the Chairman and Deputy Chairman of the Board and of SEK 10,000 each for the other Board members. The fees for committee work remain unchanged. (14) The Nomination Committee proposes re-election of the following members: Ingrid Jonasson Blank, Gunnar Blomkvist, Anna Engebretsen, Jack Forsgren, Mats Holgerson, Jan Pettersson, Mats Qviberg and Jon Risfelt. It is proposed that Eva Eriksson be elected as new member of the Board of Directors. Laila Freivalds has declined re-election. More information regarding the proposed Board members is available at and in the Nomination Committee s motivated statement. Mats Qviberg is proposed as Chairman of the Board with Jan Pettersson as deputy Chairman. (15) Fees to auditors shall be paid as billed, upon approval. Re-election of the registered auditing company KPMG AB for the period until the end of the AGM 2020.

4 The Board of Director s Proposals for Resolutions Dividend (item 10) The Board of Directors propose a dividend to the shareholders of SEK 4.75 (4.50) per share and that Wednesday, April 10, 2019, shall be the record date for receipt of the dividend. Should the AGM decide in favour of the proposal, payment of the dividend is expected to be made by Euroclear Sweden AB on Monday, April 15, Guidelines for remuneration to the Group Management (item 16) The Board of Directors proposes that last year s guidelines for remuneration to the Group Management be adopted unchanged, which means: Fixed salary; shall be on market terms and competitive and ensure that Bilia is able to recruit skilled senior executives. Variable salary; shall be monetary and always primarily related to Bilia s profitability, but with a maximum limit. This maximum limit is determined in relation to the basic salary. The goals may be financial or non-financial and shall always be clear and measurable and subject to review by the Board of Directors. The remuneration is primarily based on the Group s earnings and to a limited extent on individual goals. The company s customer satisfaction survey has been accorded increased importance in setting bonus goals. In the case of members of the Group Management who are employed in subsidiaries, the variable remuneration is based to a limited extent on the Group s earnings and primarily on the respective subsidiary s earnings. Remuneration is paid if the annual profit of the respective company/group reaches set goals and if specific individual goals are achieved. The company s cost for variable salary may not exceed 50 per cent of the fixed salary for members of the Group Management. Variable salary is dependent on goal fulfilment, which means that variable remuneration may be omitted entirely. Pensions; shall always be premium-based for the sake of predictability with regard to the company s future cost obligations. Other benefits; mainly refers to company car. Termination and severance pay; In the event of termination by the company, certain members of the Group Management are entitled to continue receiving a salary for no more than 24 months, less any income from other service during the last 12 months. The first 12 months comprise salary during the period of notice, and the last 12 months comprise severance pay. The guidelines apply to employment agreements entered into after the Annual General Meeting and in the event of any changes in existing terms. Information on remuneration to members of the Group Management is provided in the Annual Report, note 9, and in the Director s Report.

5 No departure has been made from the terms adopted by the previous Annual General Meeting. The Board of Directors further proposes that departures may be made from the above guidelines if the Board decides that special reasons warrant such departure in any given case. Authorisation for the Board of Directors to decide on acquisition or transfer of own shares (item 17) The Board of Directors proposes that the Annual General Meeting authorise the Board to make decisions regarding the acquisition and transfer of own shares. The purpose of the authorisation is to give the Board greater freedom in its work with the company s capital structure and to make it possible, if deemed appropriate, to acquire enterprises using the company s shares as payment or to increase liquidity in the company s share. The Board of Directors considers that company shares can, from the viewpoint of the shareholders, be an appropriate means of payment (full or partial) in conjunction with business combinations, whereby the preferential rights of the shareholders must for obvious reasons be waived. The Board s proposal entails the following: Acquisition: The Board of Directors may, on one or more occasions up until the 2019 AGM, decide to acquire a number of Bilia shares such that the company s own holding does not exceed 1/10th of the number of shares in the company at any given time. The consideration paid for the shares shall be on market terms and buy-back shall be possible by cash purchase on NASDAQ Stockholm at a price within the range noted at that particular time and otherwise subject to existing regulations. Prior to deciding to exercise the Board s mandate regarding acquisition of own shares, the Board makes an assessment of the current capital situation and future capital needs with regard to the growth of the Bilia Group, both organic and by acquisition. Transfer: The Board of Directors may, on one or more occasions up until the 2010 AGM, decide to transfer all or a portion of the Bilia shares which the company holds at any given time. Such transfer of shares may take place by waiving the preferential rights of the shareholders at a price equivalent to the current market price, or an average of the current market price during a period of no more than 10 trading days in conjunction with the transfer, and with a price deviation of no more than 10 per cent. The shares may be transferred on NASDAQ Stockholm, or used as payment in conjunction with business combinations. The shareholders right to require information Shareholders are entitled to request that the Board of Directors or Managing Director provide information at the AGM in respect of any circumstance that may influence the assessment of an item on the agenda and in respect of any circumstance that may influence the assessment of the company s or the Group s financial position. Such information may be provided where the Board of Directors believes that such may take place without significant harm to the company.

6 Processing for personal data For information regarding Bilia s processing of personal data, see Bilia s website com (under headings The Company and Privacy policy ). Further information The annual accounts and the auditor s report and the statement of the auditor regarding the application of the guidelines for remuneration to Group Management will be available at Bilia on Norra Långebergsgatan 3 in Gothenburg and on Bilia s website (click on the tab The Company and then on Corporate Governance and General Meeting ) no later than March 18, 2019, and will be distributed without charge to shareholders who so request and state their address. The documents will also be available at the AGM. The total number of shares and votes in the company at the time of issue of this notice is 102,799,952. All issued Bilia shares are of Series A. Bilia holds 1,849,000 own shares. Gothenburg, February 2019 The Board of Directors For further information, please contact CFO Kristina Franzén, Bilia AB, tel: Facts about the Bilia Group Bilia is one of Europe s largest car chains with a leading position within service and sales of cars and transport vehicles. Bilia has 134 facilities in Sweden, Norway, Germany, Luxembourg and Belgium. Bilia sells cars of the brand Volvo, BMW, Toyota, Renault, Lexus, MINI, Dacia and transport vehicles of the brand Renault, Toyota and Dacia. Bilia has today a fully expanded business with sales of new cars, e-commerce, spare parts and store sales, service and repair workshops, tyres and car glass and financing, insurance, car washes, fuel stations and auto salvage under the same roof, which gives a unique offer. Bilia reported a turnover of SEK 28.4 bn in 2018 and had 4,785 employees.