STOCKHOLM, March 25, 2021 /PRNewswire/ -- Shareholders in TF
Bank AB ("TF Bank" or the "Company") are hereby invited to attend
the annual general meeting on May 4,
2021. Due to the coronavirus and in order to reduce the risk
of spreading the virus, the board of directors has decided that the
annual general meeting will be held without any physical presence
of shareholders, representatives and third parties, and that
shareholders shall have the possibility to exercise their voting
rights only through advance voting (postal voting). Information on
the resolutions passed at the general meeting will be disclosed on
May 4, 2021, as soon as the result of
the postal voting has been finally confirmed.
Registration, etc.
Shareholders who wish to attend the Annual General Meeting shall
be recorded in the share register kept by Euroclear Sweden AB
("Euroclear") on April 26, 2021 (the
"Record Date") and no later than May 3,
2021, register by casting their postal vote in accordance
with the instructions under the heading Postal voting below so that
the postal vote is received by Computershare AB no later than that
day.
Nominee registered shares
A shareholder whose shares are nominee registered must, in
addition to giving notice of participation in the general meeting
by sending in a postal vote, register its shares in its own name so
that the shareholder is registered in the share register as of
April 26, 2021. Such registration may
be temporary (so-called voting rights registration), and a request
for such voting rights registration shall be made to the nominee in
advance and in accordance with the nominee's routines. Voting
rights registrations that have been made by the nominee no later
than April 28, 2021, will be taken
into account in the presentation of the share register.
Postal voting
The board of directors has decided that the shareholders shall
be able to exercise their voting rights only by postal voting in
accordance with section 22 of the Act (2020:198) on temporary
exceptions to facilitate the execution of general meetings in
companies and other associations.
A special form must be used for the postal vote. The form for
postal voting is available at
https://www.tfbankgroup.com/en/annual-general-meeting-2021.
Completed and signed forms for postal voting must be received by
Computershare AB no later than May 3,
2021. The form can be sent via e-mail to
info@computershare.se or by mail to Computershare AB, "TF
Banks AGM", Box 5267, 102 46 Stockholm. The shareholder may not
provide special instructions or conditions to the postal vote. If
so, the entire postal vote is invalid. Further instructions and
conditions can be found in the postal voting form and at
https://www.tfbankgroup.com/en/annual-general-meeting-2021. For
having the postal voting form sent to you by mail, please contact
Computershare AB on telephone +46 77 124 64 00. Shareholders
who are natural persons can also submit their postal votes
electronically by verifying with BankID via TF Banks website,
https://www.tfbankgroup.com/en/annual-general-meeting-2021. Such
electronic votes must be submitted no later than May 3, 2021.
Proxy, etc.
If participation is to be based on proxy, the necessary
documents of authorization, such as a written, time stamped power
of attorney and registration certificate shall be attached to the
postal voting form. On the bank's website
https://www.tfbankgroup.com/en/annual-general-meeting-2021, you
will find an available form for notifying power of attorney.
Shareholders' right to receive information
If a shareholder so requests, and if the board of directors
determines it can be made without significant harm to the Company,
the board of directors and the CEO shall provide information on
circumstances that may affect the assessment of an agenda item,
circumstances that may affect the assessment of the Company's or
its subsidiaries' financial situation and the company's relation to
another company within the group. A request for such information
shall be made in writing to the Company no later than on
April 24, 2021, to TF Bank AB, "AGM",
Box 947, 501 10 Borås, or by e-mail directly to ir@tfbank.se. The
information provided by the Company by such request will be made
available at the Company's website
https://www.tfbankgroup.com/en/annual-general-meeting-2021 and
at the Company's head office, Lilla Brogatan 6 in Borås, no later
than April 29, 2021. The information
will also be sent to the shareholder who has requested the
information and has provided its address.
Personal data
Personal information obtained from the share register kept by
Euroclear, cast postal vote and, in occurring cases, proxies, will
be used for registration, establishing the voting list for the
Annual General Meeting and, in occurring cases, the minutes of the
meeting. For information on how your personal data is processed,
see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
1. Election of chairman for the annual general meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to approve the minutes
5. Determination of whether the meeting has been duly
convened
6. a) Presentation of the annual report as well as the
consolidated accounts for the financial year 2020
b) Presentation of the auditor's report as well as the auditor's
report on the consolidated accounts for the financial year 2020
c) Presentation of the auditor's statement on whether the
guidelines for remuneration to senior executives that have applied
since the previous Annual General Meeting have been applied
7. Adoption of the income statement and balance sheet as well as
of the consolidated income statement and consolidated balance sheet
for the financial year 2020
8. Resolution regarding distribution of profits according to the
adopted balance sheet and determination of the record date for
dividend
9. Discharge of liability for the Board of Directors and the
CEO
10. Determination of number of members of the Board of
Directors
11. Determination of fees payable to the Board of Directors and
the auditor
12. Election of the members of the Board of Directors and
determination of Chairman of the Board
13. Election of auditor
14. Resolution to adopt principles for appointment of the
Nomination Committee
15. Resolution on amendments to the guidelines for remuneration
to senior executives
16. Resolution on approval of the remuneration report
17. Resolution on authorization for the Board of Directors to
resolve on new share issues, with or without preferential rights
for the shareholders
18. Resolution on the adoption of Share programme 2021
a) Approval of Share programme 2021
b) Approval of transfer of shares
19. Resolution on authorization for the Board of Directors
to resolve on acquisition and transfer of own shares
20. Resolution to amend the articles of association
21. Closing of the meeting
Resolution proposals from the Board of Directors and the
Nomination Committee
Item 1; Election of Chairman of the meeting
The Nomination Committee propose that attorney Henrik Fritz is elected Chairman of the Annual
General Meeting.
Item 2; Preparation and approval of the voting
list
The voting list proposed to be approved is the voting list
prepared by Computershare AB, based on the general meeting's share
register and received postal votes, verified by the persons
approving the minutes.
Item 4; Election of one or two persons to approve the
minutes
The board of directors proposes that two minutes-checkers are
appointed, and that Paul Källenius is elected, or, if prevented,
the person(s) appointed by the Board of Directors of TF Bank.
Item 8; Resolution regarding distribution of profits
according to the adopted balance sheet and determination of the
record date for dividend
The Board of Directors proposes that of the 913,443 TSEK at the
disposal of the Annual General Meeting, a dividend of 21,500
TSEK to the shareholders shall be made and that the rest, 891,943
TSEK, will be balanced into new accounts. The proposed dividend is
1,00 SEK per share. 6 May 2021 is proposed as record date for receipt
of dividend. With this record date it is expected that the dividend
will be paid on 11 May 2021.
Item 9; Resolution on discharge of liability of the Board
members and the CEO
The auditor recommends discharge of liability.
Item 10; Determination of number of members of the Board
of Directors
The Nomination Committee propose that the Board of Directors
shall consist of six (6) members appointed by the Annual General
Meeting.
Item 11; Determination of fees payable to the Board of
Directors and the auditor
The Nomination Committee propose, for the period up to the end
of the next Annual General Meeting, compensation on an annual basis
according to the following:
- 700,000 (600,000) SEK to the
Chairman of the Board of Directors.
- 350,000 (300,000) SEK to each of
the other members of the Board of Directors.
- 100,000 (100,000) SEK to the
Chairman and 50,000 (50,000) to each of the other members of the
audit committee.
- 50,000 (50,000) SEK to the
Chairman and 30,000 (30,000) to each of the other members of the
remuneration committee.
- 100,000 SEK to the Chairman and
50,000 SEK to each of the other
members of the newly established risk- and compliance
committee.
Furthermore, it is proposed that the members of the Board of
Directors' fee can, after a separate agreement between a board
member and TF Bank, if fiscal conditions allow for it and provided
that it is cost neutral for TF Bank, be invoiced through a
company.
The Nomination Committee propose that the auditor fees be paid
against approved invoice.
Item 12; Election of members of the Board of Directors and
Chairman of the Board of Directors
The Nomination Committee propose, for the period up to the end
of the next Annual General Meeting, re-election of John Brehmer, Bertil
Larsson, Charlotta Björnberg-Paul, Sara Mindus and Mari Thjømøe as well as new
election of Michael Lindengren. The Nomination Committee
further proposes re- election of John
Brehmer for Chairman of the Board of Directors for the
period up to the end of the next Annual General Meeting. It was
noted that Tone Bjørnov had declined re-election.
The proposed composition of the Board of Directors is in line
with the rules of the Swedish Corporate Governance Code with regard
to the independence requirement. With the exception of John Brehmer, all members of the Board of
Directors are independent in relation to the main shareholders.
Furthermore, all members of the Board of Directors are independent
in relation to the Company and the management.
Item 13; Election of auditor
The Nomination Committee proposes new election of the registered
auditing company KPMG AB, with Authorized Public Accountant Dan
Beitner as auditor-in-charge, as auditor until for the period up to
the end of the next Annual General Meeting.
Item 14; Resolution to adopt principles for appointment of
the Nomination Committee
It is proposed that the Company adopt rules for the composition
of the Nomination Committee in advance of an Annual General Meeting
in accordance with the guidelines proposed below. These shall apply
until a resolution regarding changing the procedure for appointment
of the Nomination Committee is passed by the general meeting. The
Nomination Committee propose:
1. That the Company shall have a Nomination Committee
consisting of representatives of each of the three, with regard to
the number of votes, largest shareholders or shareholder groups in
accordance with item 2 below, who wishes to appoint a
representative, along with the Chairman of the Board of Directors.
The names of the three shareholder representatives and the names of
the shareholders they represent shall be announced no later than
six months before the Annual General Meeting. The mandate of the
Nomination Committee shall apply until a new Nomination Committee
is elected. The Chairman of the Nomination Committee shall be the
member representing the largest shareholder with regard to the
number of votes, unless the members of the Committee decide
otherwise.
2. That the Nomination Committee shall be formed based on the
shareholder statistics from Euroclear as per the last banking day
in August the year before the Annual General Meeting and on all
other reliable ownership information that has been provided to the
company at this point of time. In the assessment of the three
largest shareholders a group of shareholders shall be regarded as
one owner provided that they (i) have been grouped together in the
Euroclear system, or (ii) have made public and notified the company
in writing that they have agreed in writing to have a long-term
unified conduct regarding the management of the company through
coordinating the use of their voting rights. If a shareholder who
gets the inquiry of participating in the Nomination Committee
declines, the inquiry shall pass on to the next shareholder who is
in line, based on the information as set out above.
3. That, if prior than two months before the Annual General
Meeting, one or more shareholders who have been appointed members
of the Nomination Committee cease to belong to the three
shareholders controlling the largest number of votes, said members
shall make their seats available and the shareholder(s) that
currently is among the three largest shareholders shall, after
having contact with the Chairman of the Nomination Committee, have
the right to appoint its own member of the Nomination
Committee.
A shareholder who has become one of the three largest
shareholders later than two months before the Annual General
Meeting shall, instead of having the right to appoint a member of
the Nomination Committee, have the right to appoint a
representative that shall be co-opted to the Nomination
Committee.
A shareholder who has appointed a member of the Nomination
Committee, has the right to dismiss its appointed member and
appoint a new member of the Nomination Committee. Changes of the
composition of the Nomination Committee shall be made public as
soon as such changes have taken place.
4. That the Nomination Committee shall present the
following proposals for resolutions at the Annual General
Meeting:
a) Proposal for Chairman of the Annual General Meeting;
b) Proposal for members of the Board of Directors;
c) Proposal for Chairman of the Board of Directors;
d) Proposal for remuneration to the members of the Board of
Directors,
distinguishing between the Chairman of the Board of Directors
and other
members of the Board of Directors and remuneration for committee
work;
e) Proposal for auditor; and
f) Proposal for remuneration to the auditor.
5. That the Nomination Committee shall in connection with
its assignment perform its duties in accordance with the Swedish
Corporate Governance Code and the company shall, upon request of
the Nomination Committee, provide the Nomination Committee with
personnel resources such as secretarial services in order to
facilitate the Nomination Committee work. If necessary, the company
shall also assist the Nomination Committee with reasonable costs
for external consultancy services deemed necessary by the
Nomination Committee to be able to fulfil its assignment.
Item 15; Resolution on amendments to the guidelines for
remuneration to senior executives
Guidelines for remuneration to senior executives
These guidelines comprise the CEO, Deputy CEO, other members of
the senior management as well as, where applicable, remuneration to
board members for work outside their board duties. The guidelines
shall be applied on remuneration which has been agreed upon, and
changes made to already agreed remunerations, after the guidelines
has been adopted. The guidelines do not compromise remuneration
which has been agreed upon by the Annual General Meeting.
Guidelines for promoting the banks business strategy,
long-term interests and sustainability
TF Bank was founded 1987 and is an internet-based niche bank
offering consumer banking services and e-commerce solutions through
a proprietary IT platform with a high degree of automation. Deposit
and lending activities are conducted in Sweden, Finland, Norway, Denmark, Estonia, Latvia, Lithuania, Poland, Germany and Austria through branch or cross-border
banking. From 2020 the operations are divided into three segments:
Consumer Lending, Ecommerce Solutions and Credit Cards.
A successful implementation of the banks business strategy and
the safeguarding of the bank's long-term interests, including its
sustainability, requires the bank to be able to recruit and retain
qualified members of staff. This means that the bank must be able
to offer a competitive remuneration package. The guidelines enable
the bank to offer a competitive remuneration package to its
executive management.
The Board of Directors has for the Annual General Meeting
proposed the implementation of a long-term share program in which
all members of the senior management and some other employees of
the company may participate in. The intended share program will be
resolved upon by the Annual General Meeting and is therefore not
covered by these guidelines. The program is linked to the share
price of the company. The program also requires participants to
make a personal investment. Further information about the program
can be found on the Company's website.
Variable cash remuneration which are compromised by these
guidelines should aim to promote the Company's business strategy
and long-term interests, including its sustainability.
The forms of remuneration etc.
The remuneration shall be competitive and may comprise the
following components: fixed cash salary, variable cash
remuneration, pensions and other benefits. In addition, the Annual
General Meeting may decide upon, for example, share- and share
price-related remuneration.
Every senior executive shall receive a base salary, i.e. fixed
monthly salary. The base salary shall reflect the executive's
responsibilities and the nature of the position, individual
performance and on set on market-terms. The fixed cash salary shall
account for a sufficiently large part of the employee's total
remuneration for it to be possible to set the variable parts to
zero.
The fulfillment of criterions for variable cash remuneration
must be measurable over a period of one or several years.
Furthermore, the current rules for remuneration applicable to banks
must be complied with.
Pension benefits, including health insurance, shall be premium
determined, insofar as the executive is not covered by a collective
bargaining agreement and/or premium based benefit. Pension premiums
for defined contribution schemes may amount to a maximum of 25
percent of pension-based income.
Other benefits, such as car benefit, may amount to a maximum of
20 percent of the pension-based income.
Regarding employment conditions that are governed by rules other
that Swedish, in so far as pension benefits and other benefits are
concerned, appropriate adjustments are made to comply with such
mandatory rules or fixed local practices, whereby the general
purpose of these guidelines should be met as far as possible.
Termination of employment
In the event of termination of employment by the company, the
notice period may not exceed twelve months. Fixed cash salary
during the notice period and severance pay may not, in total,
exceed an amount corresponding to the fixed cash salary for six to
twelve months, and the agreement shall not apply for a longer
period. In the event of termination by the executive, the notice
period may not exceed six months, and there will be no right to
receive severance pay.
Furthermore, compensation for any commitment to restrict
competition may be received. Such remuneration shall compensate for
any loss of income and shall only be paid if the former executive
has no right to severance pay. The remuneration shall be based on
the fixed cash salary at the time of termination and shall be paid
during the period during which the agreement regarding competition
restrictions applies, which shall not exceed six to twelve months
after termination of employment.
Agreements on severance pay and restrictions on competition may
apply during the period for which compensation may be paid in
accordance with the above.
Criteria's for payment variable cash remuneration
The variable cash remuneration shall be linked to pre-determined
and measurable criteria's that may be financial or non-financial.
The criteria's may also be individualized quantitative or
qualitative goals. The criteria's must be designed to promote the
banks business strategy and long-term interests, including its
sustainability, for example by having a clear link to the business
strategy or promoting the long-term development of the
executive.
When the measurement period for fulfillment of the criteria for
payment of variable remuneration has been completed, the extent to
which the criteria's have been met shall be assessed and
determined, respectively. The Board of Directors are responsible
for such an assessment in respect of variable cash remuneration to
senior executives. The fulfillment of financial criteria's must be
determined based on the latest financial information published by
the company.
Variable remuneration shall only be paid to the senior executive
to the extent it is justifiable with regard to the company's
financial situation and justified in accordance with the bank's,
the business unit concerned and the employee's results. The
variable remuneration must also be able to lapse completely.
Salary and terms of employment for the employees
In preparing the Boards proposal for these remuneration
guidelines, salaries and terms of employment for the company's
employees have been considered in that information about employees'
total remuneration, the components of the remuneration and the
increase and rate of remuneration over time have been part of the
Boars decision when evaluating the reasonableness of the guidelines
and the limitations that follow.
The decision-making process to establish, review and
implement the guidelines
The Board of Directors shall establish proposals for new
guidelines when there is a need for significant changes, at least
every fourth year. The proposals shall be submitted for the
resolution at the Annual General Meeting. The guidelines shall
apply until new guidelines have been adopted by the Annual General
Meeting. The board shall also follow and evaluate programs for
variable remuneration for the executives, the application of
guidelines for remuneration senior executives, as well as current
remuneration structures and remuneration levels in the company. The
Remuneration Committee shall prepare the Board's work as described
above. The CEO and other members of the executive management are
not present at the Board of Directors' and the Remuneration
Committee's preparation of, consideration of and decisions on
remuneration-related matters, insofar as they are affected by the
issues.
Deviations from the guidelines
The Board of Directors may decide to temporarily deviate from
the guidelines, in whole or part, of there are special reasons
motivation such action in an individual case and deviation is
necessary to meet the company's long-term interests, including its
sustainability, or to ensure the company's financial viability.
Changes in the guidelines
Compared with the previous guidelines, the following significant
changes have been made: (i) the reference to certain provisions in
The Swedish Supervisory Authority's regulations FFFS 2011:1
(regarding deferral of payment of variable remuneration and payment
of variable remuneration in the form of shares/share-related
instruments) has been excluded since these provisions are no longer
applicable to the Company due to the amendments implemented in FFFS
2020:30 and (ii) the description of the decision-making process for
establishing, reviewing and implementing the guidelines have been
adjusted due to the establishment of a Remuneration Committee.
Item 16; Resolution on approval of the remuneration
report
The Board of Directors proposes that the Annual General Meeting
resolves to approve the remuneration report on the remunerations
according to Chapter 8, Section 53 a of the Swedish Companies
Act.
Item 17; Resolution on authorization for the Board of
Directors to resolve on new share issues, with or without the
preferential rights for the shareholders
The Board of Directors proposes that the Annual General Meeting
resolves to authorize the Board, on one or more occasions, to
decide on new share issues, with or without deviation from
shareholders' preferential rights, until the next Annual General
Meeting.
The number of shares issued pursuant to the authorization may
not exceed an increase of twenty (20) percent of the share capital
based on the share capital of the company at the time of the Annual
General Meeting 2021.
Payment may, in addition to cash payment, be made by way of
contribution or set-off, or otherwise with conditions. If the Board
of Directors decides to issue new shares with deviation from the
shareholders' preferential rights, the reason for this shall be to
provide the company with new owners of strategic importance to the
company or in order to implement an acquisition agreement, or
alternatively to procure capital for such acquisitions.
Item 18; Resolution on the adoption of Share programme
2021
Item 18 (a); The Board of Director's proposal for a resolution
on Share program 2021
Background
For TF Bank to be able to successfully implement the bank's
business strategy and safeguarding the bank's long-term interests,
including its sustainability, it is a prerequisite for the bank to
be able to recruit and retain qualified members of staff.
Remuneration should encourage high performance and at the same time
be compatible with and promote sound and effective risk management
and counteract excessive risk-taking. Performance is evaluated from
a multi-year perspective on the basis of pre-determined financial
and non-financial goals.
Equity-based remuneration is a means to recruit, motivate and
retain staff with key competences in TF Bank. Furthermore,
employees' shareholding builds and strengthens long-term commitment
in the interests of the shareholders.
TF Bank has no outstanding share-related or share price-related
incentive programs or share programs.
The evaluation and preparation of the Share program
2021
TF Banks share program 2021 ("Share program 2021") has been
prepared by the Board's remuneration committee ("RemCo"). The
remuneration committee shall also monitor the participation in the
program.
The preparation has focused on the allotment criteria, while
also considering the effectiveness, attractiveness and
competitiveness of the program. Market and societal trends,
shareholders' preferences and regulatory requirements have been
taken into account.
Based on this prepataion and discussions with the bank's major
shareholders, the Board of Directors proposes that the Annual
General Meeting 2021 resolves on a long-term share-program for
senior executives and some other employees of TF Bank
("Participants"). The program is planned to be annually
recurring.
TF Bank's Share program 2021 allow for risk adjustment and the
final outcome may therefore be cancelled partly or entirely in
accordance with the banks remuneration policy and applicable
regulations. This means, among other things, that the number of
Matching Shares (as defined below) that a Participant can retain
through TF Bank's Share program 2021 may be reduced or completely
canceled in certain cases, for example if the outcome is not
defensible with regard to the bank's financial situation.
The proposal has been prepared by the Board and RemCo. The
Board's and RemCo's view is that the proposal strikes an
appropriate balance between motivating the employees and achieving
a long-term, well-balanced and competitive remuneration.
Terms for the Share program 2021
TF Banks Share program 2021 is a program directed to senior
executives and some other employees of TF Bank, including the CEO
and Deputy CEO. The program is not directed to Board members of the
Company. The program covers up to 25 persons. The program period is
three years and lasts from 30 November
2021 until 30 November
2024.
Every Participant is allocated an individually determined number
of conditional share rights ("Rights"), each of which entitles the
holder to one matching share in TF Bank ("Matching Shares"). The
allocation of Rights will be distributed among the Participants as
follows:
Category
|
Number of Rights
per Participant
|
Senior Executives (4
persons)
|
maximum
10,000
|
Other directors, key
persons and specialists (up to 21 persons)
|
maximum
2,500
|
Total
|
62,000
|
The Rights are conditional on the Participant acquiring the
corresponding number of shares in TF Bank ("Acquired Shares") no
later than 30 November 2021. The
Participant is entitled to receive a Matching Share for each
allotted Right that is matched by an Acquired Share. Excess Rights
shall lapse without any right for the Participant to receive a
Matching Share.
The number of Rights allocated to a Participant will be
determined based on an assessment of: The Participant's results,
the Participant's result unit's results and the bank's total
results. In assessing the employee's results, both financial and
non-financial criteria will be considered.
The Matching Shares will be transferred to the Participants when
the Share Program 2021 expires on 30
November 2024. For the ownership of the Matching Shares to
be transferred to the Participants, certain conditions must be met
as of 30 November 2022, 2023 and
2024, respectively. One third of the Matching shares are earned if
the conditions are met at each of these times. A Participant who
meets the conditions as of 30 November
2022 and 2023, but not 2024, is thus entitled to receive two
thirds of the Matching Shares. The conditions that must be met are
that the Participant at such time: (i) is employed by the bank;
(ii) holds the Acquired Shares; and (ii) that the financial and/or
non-financial criteria which the board decides upon allocation of
the Rights are fulfilled. The board, or if it so decides, the
board's RemCo, has the right to adjust the financial and/or
non-financial criteria in accordance with (iii) above annually.
Such adjustment shall be made no later than on 30 November during a
year to apply for the forthcoming year.
The program comprises an obligation for the bank to deliver
approximately 62,000 shares to the Participants.
The number of Matching Shares which each Participant may receive
may be subject to recalculation under the terms and conditions of
the program as a consequence of issues of bonus shares to
shareholders, splits, preferential issues and similar measures.
Allotment
The maximum number of shares that can be transferred under the
Share program 2021 is 62,000 shares. The maximum number of shares
under the program equals approximately 0.29 per cent of the total
number of shares in the bank. The delivery of shares is proposed to
be effectuated with existing shares. Allotment of Rights under the
program shall be made before 31 May
2021.
Acquired Shares and Matching shares shall be ordinary shares of
TF Bank with the right to a dividend. The Rights are not securities
that can be sold, pledged or transferred to others.
Miscellaneous
Before the final outcome of TF Bank's Share program 2021 are
determined, the Board, or if the Board so decides RemCo, shall
examine whether the outcome inter alia from a risk perspective is
reasonable considering TF Bank's results and financial position,
the conditions on the stock market, conditions related to the
individual Participant and other circumstances such as changes in
accounting principles. If this is not deemed to be the case, the
Board has the right, within the limit of the total program, to
change the outcome to the number the board deems reasonable. The
outcome may be set to zero. Any change shall be communicated in
connection with TF Bank's first financial report following the
decision.
The Board, or if it so decides, RemCo is authorized to make
changes to TF Bank's Share program 2021 from time to time if so
deemed advisable by the Board or RemCo and provided that the
program following such changes are within the limits of the maximum
number of shares in the program, the maximum number of shares of
the total number of shares in the bank and the calculated maximum
costs.
Taxation
The programs have been designed in such a way that Participants
will normally be taxed for the benefit of receiving shares in the
income year when the shares are received, i.e., 2024. The taxable
value of the benefit will normally be equal to the closing price
for the shares on the day when the shares are received. The value
of the benefit is taxed as income from employment for the
Participant. Thus, social security contributions will in most cases
be charged on the benefit amount and be a cost for the
employer.
Cost
Under the assumption that TF Bank hedges its undertakings under
Share program 2021 by acquiring own shares at an average price of
SEK 120 per share and that all
Participants fulfil the criteria and receive the full number of
Matching Shares, the cost for Share program 2021 (including social
security contributions) will amount to MSEK 9.6 over a three-year
period. If only half of the Matching Shares are transferred to the
Participants, the cost for Share program 2021 (including social
security contributions) will amount to MSEK 4.8 over a three-year
period.
Under the assumption that TF Bank hedges its undertakings under
Share program 2021 by acquiring own shares at an average price of
SEK 140 per share and that all
Participants fulfil the criteria and receive the full number of
Matching Shares, the cost for Share program 2021 (including social
security contributions) will amount to MSEK 11.3 over a three-year
period. If only half of the Matching Shares are transferred to the
Participants, the cost for Share program 2021 (including social
security contributions) will amount to MSEK 5.6 over a three-year
period.
Hedging and transfer of shares
The Share program 2021 lead to certain financial exposure for
the bank, due to market price changes for the banks share. The aim
is to hedge this exposure by the acquisition of own shares or by
equity swap contracts with third parties. The social security
contribution is also hedged.
There are different methods for effectuating the transfer of
Matching Shares to the Participants under the programs, such as
delivery of own shares and an agreement with a third party under
which the third-party transfers shares to the Participants under
the programs. The Board considers delivery of own shares as the
most cost efficient and flexible method. Therefore, this is the
main alternative (item 19 on the agenda for the AGM).
Item 18 (b); The Board of Directors proposal on resolution on
the transfer of own shares
The Board of Directors proposes that the Annual General Meeting
resolves that a maximum of 62,000 of the Acquired shares in the
bank may be sold/transferred as follows.
- Participants, in the Share program 2021 who are entitled to
receive shares, shall have a preferential right to receive the
shares, to a number that follows from the terms and conditions of
the Share program 2021. Subsidiaries within the TF Bank Group shall
furthermore be entitled to acquire the shares for nil
consideration, where such subsidiary shall within the scope of the
terms and conditions of the program be obliged immediately to
transfer the shares to the Participants; and
- The right to receive shares may be exercised in the period when
the Participants are entitled to receive shares under the Share
program 2021.
Item 19; Resolution on authorization for the Board of
Directors to resolve on acquisition and transfer of own
shares
The Board proposes that the Annual General Meeting authorizes
the Board of Directors, for the period up until the next Annual
General Meeting, to decide on the acquisition and transfer of own
shares on or outside Nasdaq Stockholm or in accordance with an
offer made to all shareholders. The authorization may be exercised
on one or more occasions until the Annual General Meeting 2022.
A maximum of so many shares may be acquired that the company's
holdings, including shares that have otherwise been acquired and
held, will not exceed five (5) percent of all shares in the
company. Transfer in accordance with the authorization may be made
of all own shares held by the company at the time of the Board's
decision.
The purpose of the proposal is to give the board increased scope
for action and the opportunity to continuously adapt the company's
capital structure, thereby contributing to increased shareholder
value and to capture attractive business opportunities by fully or
partially financing corporate acquisitions with own shares and to
secure undertakings and social security contributions under the
incentive program.
Item 20; Resolution on amendment of the articles of
association
The Board of Directors proposes that the Annual General Meeting
resolves to amend the articles of association. A new section is
proposed in the articles of association allowing the board of
directors to collect powers of attorney in accordance with Chapter
7, section 4, second paragraph of the Swedish Companies Act and to
resolve that the shareholders shall have the right to vote in
advance. A new section is also proposed allowing the Board of
Directors to resolve that persons who are not shareholders may
participate at the shareholders' meeting. Finally, an amendment of
§ 11 is also proposed due to a legislative name change. Because of
the insertion of two new sections (§ 10 and § 11), renumbering of
sections is proposed, whereby the previous §§ 10 - 11 becomes §§ 12
- 13.
Proposed new § 10 Collecting of powers of attorneys and vote
by post
The Board of Directors may collect powers of attorney in
accordance with the procedure described in Chapter 7, section 4,
second paragraph of the Companies Act (2005:551).
The Board of Directors has the right before a shareholders'
meeting to decide that shareholders shall be able to exercise their
right to vote by post before the shareholders' meeting. If the
Board so decides, postal voting may be made by electronic
means.
Proposed new § 11 Non-shareholders right to attend a
shareholders' meeting
The Board of Directors may resolve that persons not being
shareholders of the company shall be entitled, on the conditions
stipulated by the Board of Directors, to attend or in any other
manner follow the discussions at a shareholders' meeting.
Amendment of current § 11 Record day provision
The shares of the company shall be registered in a record day
register pursuant to the Central Securities Depositaries and
Financial Instrument Accounts Act (1998:1479).
Shares and votes
The share capital of the bank is 107,500,000 SEK consisting of a total of
21,500,000 common shares. Each common share entitles to one (1)
vote at the meeting.
Majority rules
Approval of the Board of Directors' proposal according to items
17, 19 and 20 requires that the Annual General Meeting's resolution
is supported by shareholders representing at least two thirds of
the votes cast and shares represented at the Meeting. Approval of
the Board of Director's proposal according to item 18(b) requires
that the Annual General Meeting's resolution is supported by
shareholders representing at least nine tenths of the votes cast
and shares represented at the Meeting.
Documents
Annual accounts, auditor's report and complete proposals and
other documents required in accordance with the Swedish Companies
act will, no later than April 13,
2021, be made available at the company headquarters, and at
the company website www.tfbankgroup.com. Copies of these documents
as well as the notice will also be sent, free of charge, to those
shareholders which demands it and states their postal address.
* * * * * * *
Stockholm in March 2021
TF Bank AB
The Board of Directors
* * * * * * *
For further information, please contact:
Mikael Meomuttel, CFO, deputy CEO and Head of Investor Relations
+46 (0)70 626 95 33.
The information was provided by the above contact persons for
publication on March 25, 2021 at
17:45 CET.
TF Bank in brief
TF Bank was founded 1987 and is an internet-based niche bank
offering consumer banking services and e-commerce solutions through
a proprietary IT platform with a high degree of automation. Deposit
and lending activities are conducted in Sweden, Finland, Norway, Denmark, Estonia, Latvia, Lithuania, Poland, Germany and Austria through branch or cross-border
banking. From 2020 the operations are divided into three segments:
Consumer Lending, Ecommerce Solutions and Credit Cards.
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/tf-bank-ab--publ-/r/notice-of-annual-general-meeting-in-tf-bank-ab,c3314541
The following files are available for download:
https://mb.cision.com/Main/13973/3314541/1392949.pdf
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Notice of
AGM
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