Shareholders meetings information and nomination committee
Annual general meeting 2023 in Proact IT Group AB (publ)
As per the notice to attend, the Annual General Meeting of Proact IT Group AB (publ) took place on May 4th 2023.
The following decisions were made at the Annual General Meeting:
- The income statement and balance sheet, and the consolidated income statement and consolidated balance sheet were approved and adopted.
- The Board’s proposal of a dividend of SEK 1,85 per share for the financial year 2022 was approved. The record date for the dividend will be May 8th 2023, and the expected disbursement date through Euroclear Sweden AB is May 11th 2023.
- The members of the Board of Directors and the CEO were discharged from liability for the financial year 2022.
- It was decided that the Board of Directors will consist of five board members and no deputies.
- Remuneration payable to the Board of Directors was set at a total of SEK 2 090 000, of which SEK 590 000 to the Chairperson, and SEK 275 000 each to other members. A total of SEK 400 000 will be payable for committee work.
- Remuneration to the auditors will be paid in accordance with approved invoices.
- The following board members were re-elected
- Anna Söderblom (chairperson)
- Martin Gren
- Annikki Schaeferdiek
- Thomas Thuresson
- Erik Malmberg
- PricewaterhouseCoopers AB was elected as auditors until the end of the 2024 Annual General Meeting.
- The Board’s remuneration report according to Chapter 8 53a § ABL was approved and adopted.
- It was decided, by requisite majority, to implement the performance share plan in accordance with the Board’s proposal. The plan is designed to drive profitability and growth, and comprises approximately 21 persons consisting of the CEO, the Group Management and additional key employees of the company. To participate in the plan, a personal investment in Proact shares is required. The performance share plan follows the same structure as the performance share plan adopted at the Annual General Meeting 2022. After the vesting period, the participants will be allocated shares in Proact free of charge, provided that the performance targets related to earnings per share, revenues and return on capital employed, as well as certain other conditions are met. It was also decided, with requisite majority, that in the case of share allocation to the participants in the plan, a maximum of 256 000 shares held by Proact will be transferred to the participants.
- Principles for the appointment of a nomination committee for the 2024 Annual General Meeting were established.
- It was decided, with requisite majority, to authorize the Board to issue new shares in accordance with the Board’s proposal. It was noted that payment by set-off shall only be made in connection with acquisitions.
- It was decided, with requisite majority, to authorize the Board to acquire and transfer the company’s own shares in accordance with the Board’s proposal. Furthermore, the Board can only buy back shares in such numbers that the repurchased shares together with any new shares issued under the authority decided, shall not total more than 10 percent of the currently outstanding number of shares. It was noted that payment by set-off shall only be made in connection with acquisitions and that the company cannot sell its own shares on Nasdaq Stockholm
- It was decided, with requisite majority, to change the Articles of Association so that the registered office of the Board of Directors is the municipality of Solna.
The company’s chairperson Anna Söderblom, functioned as chairperson of the meeting.
CEO address for Annual general meeting
Previous corporate governance reports
CEO address for previous Annual general meetings
At Proact’s Annual General Meeting, held on 4 May 2023, it was decided that the nomination committee is to consist of representatives of the four biggest shareholders. The nomination committee also has the right to adjunct the board chairman to the election committee’s meetings. The Chairman of the Board should contact the biggest shareholders in accordance with Euroclear Sweden’s list of shareholders as at 30 September 2023.
The names of the members of the nomination committee must be published as soon as the nomination committee has been appointed, but no later than six month prior to the annual general meeting. If any of the biggest owners declines to appoint a representative on the nomination committee, the next shareholder in order of size must be given the opportunity to appoint such a representative. A representative of the shareholders is appointed chairman of the nomination committee. The mandate period of the nomination committee continues until a new nomination committee has been appointed.
Where appropriate, the nomination committee must prepare and submit to the Annual General Meeting proposals for:
- election of a Chairman for the meeting
- election of a Chairman of the Board and other company directors
- directors’ fees divided between the Chairman and other members, plus remuneration for committee work
- election of and payment to auditors (where appropriate)
- decisions on principles for the appointment of a nomination committee.
Nomination Committee for the Annual General Meeting 2024
The committee consists of the following members:
- Katarina Berggren (Aktiebolaget Grenspecialisten)
- Stephanie Göthman (Livförsäkringsbolaget Skandia)
- Wilhelm Gruvberg (Alcur Fonder AB)
- Johannes Wingborg (Länsförsäkringar Fondförvaltning AB)
The mandate period of the nomination committee continues until a new nomination committee has been appointed.
Proposals to the nomination committee
Shareholders who would like to send proposals to the nomination committee for the annual general meeting 2024 may contact the nomination committee through its chair Katarina Berggren email@example.com.
Solna, 20 October 2023
Chair, Nomination committee