Notice to the Annual General Meeting
ANNUAL GENERAL MEETING
Shareholders of BTS Group AB (publ) are hereby invited
to attend the Annual General Meeting (AGM) on Friday, May
3rd, 2024, at 1:30 PM, at the office of Hallvarsson
& Halvarsson, located at Malmskillnadsgatan 29, 9th
floor, Stockholm.
Shareholders who wish to participate must be registered in the
share register kept by Euroclear Sweden AB on Wednesday, April
24th, 2024, and register with BTS Group AB no later than
Friday, April 26th, 2024. The notification is made
either in writing to BTS Group AB, Grevgatan 34, SE-114 53
Stockholm, Sweden, by e-mail to ir@bts.com or by phone
(+46858707000).
Upon notification, the shareholder must state the name, personal
identity number or corporate identity number, address, telephone
number and registered shareholding. Proxies, registration
certificates and other authorization documents must be available at
the general meeting, and should, to facilitate entry to the
meeting, be submitted to the company no later than Friday, April
26th, 2024. A power of attorney may not be older than 1
year, unless the power of attorney is valid longer (but not more
than 5 years). The company provides proxy forms on the company's
website (www.bts.com) and sends these free of charge to the
shareholders who request it and state their postal address.
Shareholders who have chosen to register their shares in the
name of a trustee must, to participate in the meeting, temporarily
re-register their shares through the trustees' care in their own
name with Euroclear Sweden AB. The presentation of the general
meeting share register, as of the record date, i.e. Wednesday April
24th, 2024, will consider voting rights registrations
that have been made no later than Friday April 26th,
2024. This means that the shareholder should inform their trustee
well in advance of this date.
DRAFT AGENDA
- Opening of the Annual General Meeting
- Election of the chairman of the meeting
- Establishment and approval of the electoral register
- Election of one or two people who adjust the minutes
- Examination of whether the meeting has been duly convened
- Approval of agenda
- Presentation of the annual report and the auditors’ report, as
well as the consolidated financial statements and the auditors’
report on the consolidated financial statements for 2023, as well
as the board of directors’ renumeration report as per chapter 8, 53
a § The Companies Act and the auditor’s statement as per chapter 8,
54 § The Companies Act; in conjunction with the CEO’s
presentation.
- Resolutions regarding
- adoption of the income statement and the balance sheet as well
as the consolidated income statement and the consolidated balance
sheet
- appropriation of BTS’ profit in accordance with the adopted
balance sheet
- discharge from liability of the members of the board of
directors and the president
- approval of the board of directors’ renumeration report
- Determination of the number of members and deputy members of
the board of directors and auditors
- Determination of the fees payable to the board of directors and
auditors
- Election of board of directors and chairman of the board of
directors
- Election of auditor
- Resolution regarding the board of directors’ proposal on
authorization to resolve on new issue of shares
- Resolution regarding the board of director’s proposal on
authorization regarding acquisitions and transfer of the company´s
own shares
- Closing of the meeting
PROPOSED RESOLUTIONS
The nomination committee´s proposed
decisions
The nomination committee is composed of Anders Dahl (representing
Henrik Ekelund), Claes Murander (representing Lannebo Fonder),
Stefan af Petersens (shareholder), and Henrik Ekelund (chairman of
the board). Anders Dahl has acted as chairman of the nomination
committee.
The nomination committee proposes the following in relation to
items 2, 9-12:
Election of the chairman for the Meeting (item 2)
Chairman of the board, Henrik Ekelund, is proposed as chairman of
the AGM, or in his absence the person appointed by the CEO
instead.
Determination of the number of members and deputy members of
the board of directors and auditors (item 9)
Five ordinary members of the board of directors and one deputy
member, and one auditor without deputy.
Determination of the fees payable to the board of directors
and auditors (item 10)
It is proposed that total fees of SEK 1,735,000 (p y SEK
1,655,000), are to be paid to members of the board of directors,
whereof SEK 525,000 (p y SEK 500,000) to the chairman of the board
of directors and SEK 235,000 (p y SEK 225,000) to each of the other
members. Fees to the deputy are proposed to be SEK 60,000 (p y SEK
55,000). Total fees of SEK 210,000 (p y 200,000) shall be paid for
committee work.
Fees to the auditor are proposed to be paid according to
approved invoice.
Election of board of directors and chairman of the board of
directors (item 11)
Re-election of Mariana Burenstam Linder, Henrik Ekelund, Stefan
Gardefjord, Reinhold Geijer, and Anna Söderblom is proposed.
Re-election of Olivia Ekelund as deputy member is proposed.
Re-election of Henrik Ekelund as chairman of the board is
proposed.
Election of auditor (item 12)
In accordance with the audit committee´s recommendation, election
of the registered audit firm Ernst & Young AB (EY) is proposed
for the period until the end of the AGM 2025.
The board of directors’ proposed
resolutions
Dividend (item 8 b)
The board of directors proposes for the financial year 2023 a
dividend of SEK 5,70 per share, divided into two payouts of SEK
2,85 each. The proposed record day for the first dividend payment
of SEK 2,85 is Tuesday, May 7th, 2024, and the proposed
record day for the second dividend payment of SEK 2,85 is
Wednesday, November 13th, 2024. Provided that the AGM
approves the board of director’s proposal, the first dividend
payment is expected to be disbursed by Euroclear Sweden AB starting
on Monday, May 13th, 2024, followed by the second
dividend payment starting on Monday, November 18th,
2024.
Approval of renumeration report (item 8 d)
The board of directors proposes that the AGM approves the
remuneration report prepared by the board of directors for
2023.
The Board's proposal for authorization to decide on new
issue (item 13)
The board of directors proposes that the AGM authorize the board of
directors, on one or more occasions and until the next Annual
General Meeting, to decide on issuing – in deviation from the
shareholders' preferential rights – a maximum of 1,200,000 new B
shares or of convertibles exchangeable for a maximum of 1,200,000
new B shares. The board of directors shall also be able to make
decisions in such cases when contributions can take place with
assets other than cash (non-cash considerations) or with right of
set-off or otherwise subject to conditions.
The share capital may not increase by more than SEK 400,000 in
total.
The purpose of the authorization, and the reason for the
deviation from the shareholders' preferential rights, is to be able
to carry out acquisitions and to then also be able to set off such
purchase price receivable that has arisen from the acquisition.
Resolution regarding the board of director’s proposal on
authorization regarding acquisitions and transfer of the company´s
own shares (item 14)
The board of directors proposes that the annual general meeting
authorizes the board of directors to decide on acquisition and
transfer of own shares as follows. Acquisition of shares in the
company may only take place on either Nasdaq Stockholm ("the stock
exchange") or in accordance with an acquisition offer to all
shareholders of the company. Acquisitions may take place of a
maximum of so many shares that repurchased shares together with any
newly issued shares according to the authorization proposed in item
13, in total amount to a maximum of ten percent of the shares
outstanding at any time, and further provided that, after
repurchase there is still full coverage for the company's
restricted equity.
Transfer of shares in the company may take place with a right to
transfer with deviation from the shareholders' preferential rights
and that payment may be made with assets other than cash, i.e
non-cash considerations or with right of set-off. However, payment
through set-off may only occur in connection with acquisitions.
Transfer may be made of the entire number of own shares that the
company holds at any time. Transfer may not made on the stock
exchange.
__________
SHARES AND VOTES
At the time of this convening notice, the total number of shares in
the company was 19,396,819 shares, whereof 853,800 were Class A
shares and 18,543,019 were Class B shares. The total number of
votes in the company amounts to 27,081,019.
DOCUMENTS
The annual report and the auditors’ report as well as the board of
director’s and the nomination committee's complete proposals for
resolutions as above, the board of directors’ renumeration report
for 2023, the auditors’ report according to the Companies Act,
chapter 8, 54§ and proxy forms, will be available on the company's
website (www.bts.com) from Friday, April 12th, 2024, and
will be sent to shareholders upon request and who provide their
address.
INFORMATION AT THE MEETING
Shareholders are entitled to certain information at the Annual
General Meeting. The board of directors and the CEO shall, if any
shareholder so requests and the board of directors considers that
it can be done without material harm to the company, provide
information about circumstances that may affect the assessment of
an item on the agenda, the financial situation of the company or
subsidiaries or the company's relationship with another group
company.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed see:
https://www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf
______________________
Stockholm in April 2024
BTS Group AB (publ)
The Board of Directors
For more information, please contact:
Michael Wallin
Head of investor relations
BTS Group AB
michael.wallin@bts.com
+46-58 70 70 02
+46-708-78 80 19
About BTS Group AB
BTS is a global professional services firm headquartered in
Stockholm, Sweden. BTS has about 1,100 professionals in 36 offices
located on six continents. BTS competes in both talent and HR
consulting as well as the traditional consulting markets. BTS’
services support a broad range of client challenges including
top-to-bottom and on-demand leadership development, talent
selection and readiness, strategy creation and strategy
implementation, as well as culture and broad-scale change. For over
35 years, BTS has been focused on the people-side of change and to
power better performance uses proprietary simulation, learning,
coaching, and assessment methodologies. We partner with nearly
1,200 organizations, including over 40 of the world’s 100 largest
global corporations.
BTS is a public company listed on the Nasdaq Stockholm exchange
and trades under the symbol BTS B.
For more information, please visit www.bts.com.
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