Power Of Attorney Form 4 4 Clarifications On Power Of Attorney Form 4
STOCKHOLM, Feb. 19, 2020 /PRNewswire/ — Apprehension is accustomed to the Shareholders of Svenska Cellulosa Aktiebolaget SCA (“SCA”) of the Anniversary Accepted Affair of Shareholders to be captivated on Tuesday 31 March 2020, at 1.00 p.m. at Hotell Södra Berget, Sundsvall (registration from 11.30 a.m.)
Registration and notification of appearance
Shareholders who ambition to appear the anniversary accepted affair must
– be recorded in the shareholders’ annals maintained by Euroclear Sweden AB on Wednesday, 25 March 2020,and
– accord apprehension of their ambition to appear the affair no afterwards than Wednesday, 25 March 2020.
Notification may be accustomed in any of the afterward manners:
– by blast 46 60 19 33 00, weekdays amid 8 a.m. and 5 p.m.- on the company’s website
– by mail to Svenska Cellulosa Aktiebolaget SCA, “Annual Accepted Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 STOCKHOLM.
The afterward applies to shareholders who accept their shares registered through a coffer or added appointee in adjustment to be advantaged to appear the meeting. A allotment from giving apprehension of attendance, such shareholders allegation accept their shares registered in their own names. Such allotment in the shareholders’ annals allegation accept been completed with Euroclear Sweden AB at the latest on Wednesday, 25 March 2020. Shareholders should in such case acquaint their coffer or appointee of this in due time afore Wednesday, 25 March 2020. Such allotment can be temporary.
Name, claimed character number/corporate allotment number, abode and blast number, and cardinal of assistants, if any, should be declared back notification is given. Shareholders represented by proxyholder allegation affair a ability of advocate to the proxyholder. Proxy forms in Swedish and in English are accessible aloft appeal and on the company’s website www.sca.com. A ability of advocate is accurate one year from its affair date or such best time aeon as set out in the ability of attorney, about not added than bristles years. Anyone apery a acknowledged article allegation present a archetype of the allotment certificate, not earlier than one year, or agnate allotment documents, advertisement the accustomed signatories. In adjustment to facilitate the allotment at the anniversary accepted meeting, admiral of advocate in original, allotment certificates and added allotment abstracts should be beatific to the aggregation at the abovementioned address, able-bodied in beforehand of the meeting.
Proposal for resolution beneath Anniversary 1The choice lath proposes Carl Svernlöv, advocate at law, as administrator of the anniversary accepted meeting.
Proposal for resolution beneath Anniversary 8 b) The lath of admiral proposes a banknote allotment for the banking year 2019 of SEK 2.00 per allotment and that the almanac date for the banknote allotment is to be Thursday, 2 April 2020. Provided that the anniversary accepted affair resolves in accordance with this proposal, acquittal of the allotment through Euroclear Sweden AB is estimated to be fabricated on Tuesday, 7 April 2020.
Proposals for resolutions beneath Items 9-14 The choice lath proposes the following:
– Anniversary 9: The cardinal of admiral shall be 10 with no agent directors.
– Item 10: The cardinal of auditors shall be one with no agent auditor.
– Anniversary 11: The accomplishment to anniversary administrator adopted by the affair and who is not active by the aggregation shall be SEK 645,000 and the administrator of the lath of admiral is to accept SEK 1,935,000. Associates of the accomplishment lath are anniversary to accept an added accomplishment of SEK 115,000, while the administrator of the accomplishment lath is to accept an added accomplishment of SEK 140,000. Associates of the analysis lath are anniversary to accept an added accomplishment of SEK 270,000, while the administrator of the analysis lath is to accept an added accomplishment of SEK 370,000. Accomplishment to the accountant is to be paid according to accustomed invoice.
– Item 12: Re-election of the admiral Charlotte Bengtsson, Pär Boman, Lennart Evrell, Annemarie Gardshol, Ulf Larsson, Martin Lindqvist, Lotta Lyrå, Bert Nordberg, Anders Sundström and Barbara M. Thoralfsson.
– Item 13: Re-election of Pär Boman as administrator of the lath of directors.
– Item 14: Re-election of the registered accounting close EY AB, in accordance with the analysis committee’s recommendation, for the aeon until the end of the anniversary accepted affair 2021. If elected, EY AB has appear its arrangement of Fredrik Norrman auditor-in-charge.
Proposal for a resolution on anniversary 15
These guidelines shall administer to accomplishment to Lath members, the President, carnality Admiral as able-bodied as added associates of the chief management. The guidelines do not administer to accomplishment bound by the accepted meeting.
Principles for remuneration
A prerequisite for the acknowledged accomplishing of the company’s business action and attention of its abiding interests, including its sustainability, is that the aggregation is able to recruit, actuate and absorb able cadre through aggressive accomplishment in band with bazaar levels. To this end, the absolute accomplishment is to accord to bazaar convenance and be aggressive on the chief manager’s acreage of profession, as able-bodied as be affiliated to the manager’s responsibility, ascendancy and performance. Accomplishment may abide of anchored salary, capricious salary, added allowances and pension, accordingly referred to as absolute remuneration. The company’s business action can be begin in the company’s anniversary and sustainability report.
Variable accomplishment shall aim at announcement the company’s business action and abiding interests, including its sustainability. Capricious accomplishment shall be based on the aftereffect in affiliation to concise and abiding goals, respectively, absolute banking goals, goals that accord to such, or to the amount development of the company’s share. It shall be affiliated to the anchored anniversary bacon and be maximized. Capricious accomplishment is to be paid as banknote accomplishment and shall not authorize for alimony benefits. The concise allocation shall not beat 50 percent of the anchored anniversary bacon and the abiding allocation shall not beat 50 percent of the anchored anniversary salary.
Short-term achievement goals may include, for example, amoebic growth, profit, banknote flow, basic efficiency, return, health-safety-environment, alone targets, or a aggregate thereof.
Long-term achievement goals shall be affiliated to the amount development of the company’s Class B share, abstinent as TSR-index (Total Actor Return) compared with a abounding basis composed of OMX Stockholm 30 and the shares of a cardinal of articular associate companies over a three-year period, area the best aftereffect requires a 5 percent stronger aftereffect for the SCA allotment compared to the associate accumulation basis over the multiple-year period. Acquittal of accomplishment for the achievement of abiding achievement goals shall added be affiliated to a claim of a assertive advance by the administrator in the SCA share, with a three-year minimum captivation requirement.
Additionally, capricious accomplishment in the anatomy av activity bonuses may be awarded in alone cases. The achievement goals shall, in such case, be affiliated to the activity (e.g. Capex or assembly volume) in adjustment to advance the achievement of the project. The achievement of goals may be measured, and anniversary may be paid, afterwards one or several years. Such activity anniversary shall not beat 40 percent of the absolute anchored anniversary bacon during the accordant period.
The aggregation shall be able to burden from advantageous capricious accomplishment back appropriate and accessible beneath applicative law, if there is appropriate anniversary and denial the acquittal is all-important to serve the company’s abiding interests, including its sustainability. The aggregation shall additionally accept the achievability to, beneath applicative law, accost capricious accomplishment paid on incorrect grounds.
Pension and added benefitsPension allowances shall alone accommodate authentic exceptional alimony benefits, unless the administrator is accountable to authentic anniversary alimony beneath applicative aggregate acceding provisions. The planned retirement age is 65 years. The authentic exceptional alimony shall absolute a best of 50 percent of the anchored anniversary salary.
Other allowances may include, for example, bloom insurance, aggregation car and wellness allowance.
In the accident of abortion of employment, a apprehension aeon of two years shall about administer if the abortion is accomplished by the company, or one year, if abortion is accomplished by the manager. Severance pay shall not occur.
Decision-making action and reportingIssues apropos accomplishment to chief managers shall be dealt with by the Lath of Directors’ accomplishment lath and, in case of the President, be absitively by the Lath of Directors. The accomplishment committee’s tasks shall additionally accommodate advancing the Lath of Directors’ accommodation to adduce guidelines for accomplishment to chief managers, as able-bodied as ecology and evaluating the appliance of these. The chief managers shall not participate in the Lath of Directors’ nor the accomplishment committee’s processing of and resolutions apropos remuneration-related affairs in so far as they are afflicted by such matters.
In the alertness of the accomplishment guidelines, bacon and appliance altitude for the company’s added advisers in Sweden shall be taken into account, including advice on the employees’ absolute income, the apparatus of the accomplishment and access and advance amount over time, as able-bodied as the company’s adequation policy.
The Lath of Admiral shall adapt a accomplishment report.
Application of and abasement from the guidelinesThe Lath of Admiral may briefly boldness to back-bite from the guidelines, in accomplished or in part, if in a specific case there is appropriate anniversary for the abasement and a abasement is all-important to serve the company’s abiding interests, including its sustainability.
The guidelines do not booty antecedence over binding accoutrement beneath applicative appliance adjustment or aggregate agreements. They are additionally not applicative to agreements already signed.
For added advice about the company’s appliance of accepted accomplishment guidelines, amuse see the company’s anniversary and sustainability report, calendar “Remuneration of Chief Executives”.
These guidelines administer from the anniversary accepted affair 2020 and until added notice.
The choice committeeThe choice lath is composed of Karl Åberg, AB Industrivärden (chairman), Petter Johnsen, Norges Coffer Advance Management, Anders Oscarsson, AMF Försäkring & Fonder, Mikael Hallåker, Handelsbankens Pensionsstiftelse and others, and Pär Boman, administrator of the lath of SCA.
Additional informationThe banking statements, the auditor’s report, the auditor’s anniversary pursuant to Chapter 8, area 54 of the Companies Act apropos accomplishment to the chief management, and the lath of directors’ anniversary pursuant to Chapter 18, area 4 of the Companies Act, as able-bodied as added documentation, which, according to the Companies Act, shall be fabricated accessible at the anniversary accepted meeting, as able-bodied as proxy forms, will be accessible at the aggregation and on the aggregation website, www.sca.com, no afterwards than Tuesday, 10 March 2020, and will be broadcast chargeless of allegation to shareholders aloft appeal and notification of postal address.
The lath of admiral and the admiral shall, if any actor so requests and the lath of admiral believes that it can be done after actual abuse to the company, accommodate advice apropos affairs that may affect the appraisal of an anniversary on the agenda, and apropos affairs that can affect the appraisal of the company’s or its subsidiaries’ banking bearings or the company’s affiliation to added companies aural the group.
The absolute cardinal of shares in the aggregation amounts to 702,342,489 shares, of which 64,587,672 are alternation A shares and 637,754,817 are alternation B shares, apery a absolute of 1,283,631,537 votes. The alternation A allotment carries ten votes and the alternation B allotment carries one vote. The advice pertains to the affairs as per the time of arising this notice.
Processing of claimed dataFor advice on how your claimed abstracts is processed, amuse visithttps://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Sundsvall in February 2020SVENSKA CELLULOSA AKTIEBOLAGET SCA (publ)The lath of directors
For added information, amuse contact
Jan Svedjebrant, Secretary of the Board, 46 (0) 60-19-31-23Björn Lyngfelt, Chief Carnality Admiral Communications, 46 (0) 60-19-34-98
The amount of SCA’s business is the forest, Europe’s better clandestine backwoods holding. Around this different resource, we accept congenital a well-developed amount alternation based on renewable raw actual from our own and others’ forests. We action cardboard for packaging and print, pulp, copse products, renewable energy, casework for backwoods owners and able carriage solutions. 2019 the backwoods articles aggregation SCA had about 4,000 advisers and sales amounted to about SEK 19.6 bn (EUR 1.9 bn). SCA was founded in 1929 and has its address in Sundsvall, Sweden. For added information, appointment www.sca.com
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The afterward files are accessible for download:
Notice of the anniversary accepted affair (PDF)
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Power Of Attorney Form 4 4 Clarifications On Power Of Attorney Form 4 – power of attorney form 33
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