Notice of Annual General Meeting in Inwido AB

Inwido - Notice AGM 2022

The shareholders of Inwido AB (publ), Reg. No. 556633-3828, are hereby invited to attend the Annual General Meeting (“AGM”) to be held on Thursday 5 May 2022 at 15.00 CEST at Stora Salen, Elite Hotel Savoy, Norra Vallgatan 62 in Malmö, Sweden. Registration of attendance commences at 14.30 CEST. The notice is available at www.inwido.com where shareholders also can notify the company of their intention to attend the AGM. Complete documentation for the AGM will be available at Inwido’s head office and on www.inwido.com no later than from Thursday 14 April 2022.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the provisions in Inwido’s Articles of Association.

Right to participate and notification

A) Participation at the meeting venue

Shareholders who wish to attend the meeting venue in person or by proxy must

  • be recorded in the share register for the company maintained by Euroclear Sweden AB concerning the circumstances on Wednesday 27 April 2022, and
  • give notice of participation no later than Friday 29 April 2022, preferably before 16.00 CEST, on the company’s website www.inwido.com, in writing to Inwido AB (publ), Engelbrektsgatan 15, SE-211 33 Malmö or by email to agm@inwido.com. The notification shall set forth name, personal/ corporate identity number, telephone number and proxy and/or assistant (not more than two), if any.

Shareholders who are represented by proxy shall issue a written and dated power of attorney to the proxy. If the power of attorney has been issued by a legal entity, a copy of the registration certificate, or if such document does not exist, equivalent authorization document listing the authorized signatories must be attached. In order to facilitate registration at the AGM, the power of attorney and registration certificate as well as other authorization documents shall be received by the company at the address stated above no later than Wednesday 4 May 2022. Proxy forms in Swedish and English are available upon request and will be available at the company and on the company’s website www.inwido.com. A power of attorney is valid one year from its issue or such longer time period stated in the power of attorney, however not more than five years.

 

B) Participation by postal voting

Shareholders who wish to participate in the AGM by postal voting must

  • be recorded in the share register for the company maintained by Euroclear Sweden AB concerning the circumstances on Wednesday 27 April 2022, and
  • give notice of participation no later than Friday 29 April 2022, preferably before 16.00 CEST, by casting its postal vote in accordance with the instructions below so that the postal vote is received by Inwido no later than that day.

A person who wishes to attend the meeting venue in person or by proxy must give notice in accordance with A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.

A special form shall be used for postal voting. The postal voting form is available at the company’s website www.inwido.com, under the section General Meetings. The completed and signed postal voting form may be sent by mail to Inwido AB (publ), Engelbrektsgatan 15, SE-211 33 Malmö or by email to agm@inwido.com. The completed form must be received by Inwido no later than Friday 29 April 2022.

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and terms can be found in the postal voting form.

If shareholders submits their postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the power of attorney has been issued by a legal entity, a copy of the registration certificate, or if such document does not exist, equivalent authorization document listing the authorized signatories must be attached. Proxy forms in Swedish and English are available upon request and will be available at the company and on the company’s website www.inwido.com. A power of attorney is valid one year from its issue or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal entity, a copy of the registration certificate or other authorization document, not older than one year, listing the authorized signatories must be attached to the form.

Nominee registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Wednesday 27 April 2022. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Friday 29 April 2022 will be taken into account in the presentation of the share register.

Proposal for agenda

  1. Opening of the meeting
  2. Election of Chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes
  6. Determination of compliance with the rules of convocation
  7. Presentation of
    1. the annual report, the auditor’s report, the group annual report and the group auditor’s report
    2. the Board’s proposal for dividend and reasoned statement thereon, and
    3. the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives

  8. Report on the work of the Board and the Committees
  9. The Managing Director’s report
  10. Resolutions regarding
    1. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
    2. appropriation of the company’s profit in accordance with the adopted balance sheet and record date for dividend, and
    3. discharge from liability in relation to the company for the Board and the CEO

  11. Establishment of the number of Board members and the number of auditors and auditor deputies
  12. Establishment of fees to the Board and the auditors
  13. Election of the Board, auditors and, if any, auditor deputies

The Nomination Committee’s proposal

13.1 Election of the Board

  1. Per Bertland (re-election)
  2. Kerstin Lindell (re-election
  3. Henriette Schütze (re-election)
  4. Christer Wahlquist (re-election)
  5. Anders Wassberg (re-election)
  6. Per Bertland as Chairman of the Board (re-election)

13.2 Election of auditors and, if any, auditor deputies

  1. Resolution on approval of remuneration report
  2. Resolution on guidelines for remuneration to senior executives
  3. Resolution on authorization for the Board to resolve on new share issues
  4. Resolution on a long-term incentive program including resolutions on (A) new issue of subscription warrants and (B) transfer of subscription warrants
  5. Closing of the meeting

Proposals by the Nomination Committee (items 2 and 11-13)

At the annual general meeting on 6 May 2021, principles for the establishment of a Nomination Committee were adopted, entailing that the Nomination Committee shall consist of the Chairman of the Board together with representatives of each of the company’s three largest shareholders (based on the number of votes), according to the share register kept by Euroclear Sweden AB as per the last banking day in August each year. The representative of the largest shareholder (based on the number of votes) shall be appointed Chairman of the Nomination Committee.

The Nomination Committee in respect of the 2022 AGM has consisted of Chairman Bo Lundgren (Swedbank Robur Fonder), Thomas Wuolikainen (Fjärde AP-fonden), Charlotta Faxén (Lannebo Fonder) and Chairman of the Board Per Bertland.

The Nomination Committee has proposed the following for the AGM.

Chairman of the AGM: Chairman of the Board Per Bertland.

Number of Board members: The Board shall comprise of five Board members without elected deputies.

Board of Directors: Re-election of Per Bertland, Kerstin Lindell, Henriette Schütze, Christer Wahlquist and Anders Wassberg.

Re-election of Per Bertland as Chairman of the Board.

Information regarding the Board members proposed for re-election can be found at the company’s website, www.inwido.com.

Auditor: In accordance with the Audit Committee’s recommendation the registered audit company KPMG AB shall be re-elected as auditor for a mandate period of one year. If elected, KPMG AB has informed that authorized public accountant Linda Bengtsson will be auditor in charge.

Fees to the Board members, the Committee members and the auditors:

Board member not employed by the company: SEK 325,000 (previously 300,000)

The Chairman of the Board: SEK 750,000 (previously 700,000)

Member of the Audit Committee: SEK 50,000

The Chairman of the Audit Committee: SEK 130,000

Member and Chairman of the Remuneration Committee: SEK 25,000

Fee to the auditor in accordance with special agreement regarding the fee.

Dividend (item 10 b)

The Board has proposed a dividend of SEK 6.15 per share (4.50). As record date for the dividend the Board has proposed Monday 9 May 2022. If the AGM resolves in accordance with the proposal, the dividend is expected to be paid by Euroclear Sweden AB starting Thursday 12 May 2022.

Approval of remuneration report (item 14)

The Board proposes that the AGM resolves to approve the Board’s remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

The Board’s proposal regarding guidelines for remuneration to senior executives (item 15)

The Board proposes that the AGM resolves on the following guidelines for executive remuneration, which entails minor adjustments regarding the criteria for variable cash remuneration.

Individuals who are senior executives of Inwido, which include the CEO and other members of the Group Management of Inwido during the period of which these guidelines are in force, fall within the provisions of these guidelines. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the AGM 2022. These guidelines do not apply to any remuneration decided or approved by the General Meeting.

To the extent a member of the Board performs services for Inwido in addition to the Board assignment, certain cash remuneration may be paid for such work. The cash remuneration shall be at market level, based on the nature and contribution of such work.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
Inwido acquires, owns and develops Europe’s leading companies within the window and door industry. Today, Inwido is Europe’s largest windows group and a natural home for the region’s strongest companies. The key to Inwido’s success is the local connection. A prerequisite for the successful implementation of Inwido’s business strategy and safeguarding of its long-term interests, including its sustainability, is that Inwido is able to recruit and retain qualified personnel. To this end, it is necessary that Inwido offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration. For more information regarding the company’s business strategy, please see www.inwido.com/.

Types of remuneration, etc.

The total remuneration and the terms and conditions for the senior executives shall be based on relevant market conditions and shall be comprised of a balanced mixture of fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

Fixed cash salary

The fixed cash salary shall be determined taking into account the executive’s responsibility, authority, competence and experience.

Variable cash remuneration

The variable cash remuneration shall be linked to predetermined, well-defined and measurable criteria for the group, which can be financial or non-financial. The variable cash remuneration may amount to not more than 50 per cent of the total fixed cash salary under the measurement period for such criteria. The criteria for variable cash remuneration shall to 20-40 per cent be linked to growth, 20-40 per cent be linked to profitability (operational EBITA or earnings per share), 20-30 per cent be linked to capital efficiency and 5-20 per cent be linked to measurable strategical individual criteria, which may be financial or non-financial. The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one or several years. The criteria for awarding variable cash remuneration shall aim at promoting Inwido’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive’s long-term development. For the purpose of promoting a common endeavor to achieve Inwido’s business strategy, long-term interests and sustainable development of Inwido, and ultimately an increased shareholder value, the senior executives shall have the same financial criteria for awarding variable cash remuneration.

Pension benefits

For the CEO and other executives, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined unless the executive concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration equivalent to maximum 50 per cent of the maximum variable cash remuneration shall qualify for pension benefits, unless otherwise required by mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the pensionable income for the CEO and not more than 25 per cent of the pensionable income for other executives.

Other benefits

Other benefits than fixed cash salary, variable cash remuneration and pension benefits shall be applied restrictively. Such other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and company car, and may amount to not more than 10 per cent of the fixed annual cash salary.

Additional remuneration

Additional variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 100 per cent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.

Foreign employments

Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Executives who are expatriates to or from Sweden may receive additional remuneration and other benefits to the extent reasonable in light of the special circumstances associated with the expat arrangement, taking into account, to the extent possible, the overall purpose of these guidelines. Such benefits may not in total exceed 25 per cent of the fixed annual cash salary.

Remuneration to Board members

To the extent a member of the Board performs services for Inwido, in addition to the board assignment, certain cash remuneration may be paid for such work (consulting fee), provided that such services promote the implementation of Inwido’s business strategy and long-term interests, including its sustainability. The annual consultant fee shall be at market terms and be related to the benefit for Inwido. For each Board member, such consultant fee may not exceed 100 per cent of the annual fee for the Board member. Such consultant fees, as well as other terms and conditions, shall be determined by the Board of Directors.

The satisfaction of criteria for awarding variable cash remuneration, etc.

The Remuneration Committee shall prepare, monitor and evaluate matters related to variable remuneration. To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated and determined, respectively, when the measurement period has ended. For financial objectives, the evaluation shall be based on the latest financial information made public by Inwido. Remuneration to the CEO is resolved by the Board of Directors upon the Remuneration Committee’s proposal. Remuneration to other senior executives is resolved by the Remuneration Committee upon the CEO’s proposal.

Programs and criteria for variable cash remuneration shall be designed in such a way as to enable the Board of Directors, if exceptional financial conditions prevail, to restrict or omit payment of the variable cash remuneration if such action is deemed reasonable and consistent with Inwido’s responsibility towards shareholders, employees and other stakeholders. The Board of Directors shall have the possibility, pursuant to applicable law or contractual provisions, to in whole or in part reclaim variable remuneration paid on incorrect grounds.

Termination of employment

The notice period may not exceed twelve months if notice of termination of employment is made by Inwido. Fixed cash salary during the period of notice and any severance pay shall together not exceed an amount equivalent to the CEO’s fixed cash salary for 18 months, and twelve months for other executives. The period of notice may not to exceed six months without any right to severance pay when termination is made by the executive.

After the termination of the employment, senior executives may be compensated for non-compete undertakings, however, only to the extent severance pay is not paid during the same period of time. The purpose of such remuneration shall be to compensate the senior executive for the difference between the fixed salary at the time of termination of the employment, and the (lower) income which is obtained, or could be obtained, by a new employment agreement, assignment or own business. The remuneration may be paid during the period the non-compete undertaking is applicable, and no longer than a period of 24 months after the termination of the employment.

Salary and employment conditions for employees

In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of Inwido have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines

The Board of Directors has established a Remuneration Committee, which deals with remuneration matters for senior executives. The Committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for senior executives, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in Inwido. The members of the Remuneration Committee are independent of Inwido and its executive management. The CEO and other senior executives do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve Inwido’s long-term interests, including its sustainability, or to ensure Inwido’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

Shareholders comments

The Board has not received any comments from the shareholders on the guidelines for remuneration to senior executives.

The Board’s proposal on authorization for the Board to resolve on new share issues (item 16)

The Board proposes that the AGM resolves to authorize the Board to resolve on new issues of shares on the following terms and conditions:

  1. The authorization may be exercised on one or several occasions up to the annual general meeting 2023.
  2. Maximum 5,796,752 shares, corresponding to 10 per cent of the company’s share capital, may be issued.
  3. An issue may be made with or without deviation from the shareholders’ preferential right.
  4. An issue may be made against cash payment, by set-off or by contribution in kind.
  5. The subscription price shall, at deviation from the shareholders’ preferential right, be determined in accordance with market practice. The Board shall be entitled to determine other terms of the issue.

The purpose of the above authorization and the reason for the deviation from the shareholders’ preferential right is to enable the company, by way of issues of new shares for payment in cash, in kind or through set-off, to strengthen the company’s ability to carry out or finance company acquisitions, or to strengthen the company’s capital base in connection therewith.

The Board, or anyone appointed by the Board, shall be authorized to make such minor adjustments of the resolution of the general meeting that may be necessary in connection with registration with the Swedish Companies Registration Office.

Majority requirements

Under the Swedish Companies Act, the resolution of the general meeting on authorization for the Board to resolve on new share issues requires the support of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.

The Board of Directors’ proposal for resolution on a long-term incentive program including resolutions on (A) new issue of subscription warrants and (B) transfer of subscription warrants (item 17)

The Board of Directors’ Inwido proposes that the AGM resolves on a long-term incentive program for senior executives and key employees including resolutions on (A) new issue of subscription warrants and (B) transfer of subscription warrants (the “Warrants Program 2022/2027”). The Warrants Program 2022/2027 is proposed to be principally carried out in accordance with what is stated below:

A. Issue of subscription warrants

  1. A maximum of 160,000 subscription warrants shall be issued.

 

  1. The right to subscribe for the subscription warrants shall, with deviation from the shareholders’ preferential right, be granted to Inwido’s wholly-owned subsidiary Inwido Europe AB, with a right and obligation for the subsidiary to transfer the subscription warrants to senior executives and key employees within the Inwido group in accordance with what is stated in section B below.

 

  1. The subscription warrants shall be issued free of charge.

 

  1. Subscription of the subscription warrants shall be made on a separate subscription list no later than on 3 June 2022, with a right for the Board to extend the subscription period.

 

  1. Each subscription warrant shall entitle to subscribe for one (1) new share in the company.

 

  1. Subscription of shares by virtue of the subscription warrants may be effected under the periods from and including 1 August 2025 up to and including 31 August 2025, from and including 1 August 2026 up to and including 31 August 2026 and from and including 1 August 2027 up to and including 31 August 2027.

 

  1. The subscription price per share shall correspond to 125 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the share in the company during the period from and including 9 May 2022 up to and including 13 May 2022. Any share premium shall be transferred to the unrestricted premium reserve.

 

In the absence of a settled price for any of the days in question, the quoted bid price for that day shall be included in the calculation. A day with neither a settled price or a quoted bid price shall be excluded from the calculation. The calculated subscription price shall be rounded to the nearest whole cent (Sw. öretal), whereby half a cent shall be rounded down.

 

  1. Shares that have been issued by virtue of the subscription warrants, will entitle to dividends for the first time on the first record date for dividend occurring after subscription of shares through exercise of subscription warrants has been executed.

 

  1. Applicable terms for re-calculation and other terms for the subscription warrants in the Warrants Program 2022/2027 are set forth in the ”Terms and conditions for subscription warrants series 2022/2027 regarding subscription for shares in Inwido AB (publ)”.

The Board, or anyone appointed by the Board, shall be authorized to make such minor adjustments in the resolutions of the AGM, including appendices, that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

The reasons for the deviation from the shareholders’ preferential right are that the Board of Inwido considers that an incentive program which offers senior executives and certain key employees within the group the opportunity to take part of an increase in value of the Inwido share, leads to strengthened interest for the company’s profitability and share price performance and stimulates continued company loyalty over the forthcoming years. An incentive program is also expected to contribute to the possibilities to recruit and retain competent, motivated and committed employees and, in the long run, the fulfillment of the company’s business strategy, long-term interests and sustainability.

As the Warrants Program 2022/2027 is resolved by the AGM, the program is not comprised by Inwido’s guidelines for remuneration to senior executives.

B. Transfer of subscription warrants

Transfer of subscription warrants under the Warrants Program 2022/2027 shall principally be carried out in accordance with what is stated below.

  1. The subscription warrants shall against payment be transferred by Inwido Europe AB, on one or several occasions, to employees within the Inwido group, in accordance with the guidelines stated below.

 

  1. Transfer shall be made at market value at the time of transfer, which is to be established by Öhrlings PricewaterhouseCoopers AB, as an independent valuation institute, by application of the Black & Scholes valuation method. The valuation is based on a risk-free interest rate of 0.96 percent, an estimated volatility of 30 percent, the term of the subscription warrants, expected share dividends during the term of the subscription warrants, the current share price, and the subscription price for shares when exercising the subscription warrants (strike price).

 

  1. Allotment of subscription warrants shall be made in accordance with the following guidelines:

Category

Position

Number of subscription warrants

I

CEO

a maximum of 25,000 subscription warrants

II

Group Management (6 persons)

a maximum of 10,000 subscription warrants per person

III

Senior Leaders (15 persons)

a maximum of 5,000 subscription warrants per person

 

The first allotment is expected to take place during May/June 2022, or as soon as administratively and legally possible. There will be no over-subscription.

 

  1. The subscription warrants remaining after the first allotment may be allotted to future employees or to promoted employees at market value, applicable from time to time, in accordance with the allotment and valuation principles stated above. The reason why any future employees or promoted employees may be granted subscription warrants at such a time that the time between the allotment and the subscription period for shares may be less than three years, is that the Board deems it important that such employees, for the reasons applicable to Warrant Program 2022/2027 in general, are given the opportunity to take part in a value growth in Inwido’s share already at the beginning of their employment. Transfer of subscription warrants may not take place after the annual general meeting 2023.

 

  1. Right to initial allotment in the Warrants Program 2022/2027 requires that the employee on the allotment date at the latest holds its position or has signed an agreement regarding it and has not, at such time, informed or been informed that the employment will be terminated.

 

  1. The subscription warrants are freely transferable. Upon acquisition of the subscription warrants, the subscription warrant holder shall enter into a warrant agreement on customary terms established by the Board, including provisions on pre-emption.

Participants in other jurisdictions

For participants in jurisdictions other than Sweden, it is implied that allotment and further transfer of the subscription warrants is legally possible and that it, in the Board’s opinion, can be carried out with reasonable administrative and financial efforts at their established market value. The Board shall have the right to adjust the terms of the Warrant Program 2022/2027 to the extent required in order for issuance and allotment of subscription warrants to participants in other jurisdictions, to the extent practically possible, to be carried out under the same conditions imposed by the Warrant Program 2022/2027.

Costs, dilution etc.

The Warrant Program 2022/2027 is expected to entail limited costs of insignificant importance for the company, mainly attributable to social security contributions for participants residing in countries other than Sweden.

Assuming that all 160,000 subscription warrants in the Warrants Program 2022/2027 are exercised for subscription of new shares, the company’s share capital will increase by no more than SEK 640,000, resulting in a maximum dilution effect equivalent to approximately 0.28 percent. Inwido already has the ongoing incentive program Warrants Program 2021/2026, which comprise a maximum of 235,000 new shares in Inwido, corresponding to a total dilution effect of approximately 0.40 percent. In total, the Warrants Programs 2021/2026 and 2022/2027 may entail a maximum dilution effect of approximately 0.68 percent.

The above is subject to re-calculations of the subscription warrants in accordance with the customary terms stated in the complete terms and conditions. All dilution effects have been calculated as the number of additional shares in each program in relation to the number of existing plus additional shares in each program.

In the event of full dilution as a result of the Warrants Program 2022/2027, the key figure earnings per share for the full year 2021 had been reduced by approximately SEK 0.03 from SEK 12.29 to SEK 12.26.

Preparation of the proposal

The Warrants Program 2022/2027 was initiated of the Board of the company and prepared in consultation with external advisors. The proposal from the Board has been prepared by the Remuneration Committee and by the Board in its entirety.

Majority requirement

The resolution of the general meeting in accordance with the Board’s proposals under section A-B above is proposed to be adopted as one joint resolution. A valid resolution requires that shareholders representing at least nine tenths (9/10) of the votes cast and shares represented at the AGM support the resolution.

Documents

The Nomination Committee’s reasoned statement regarding its proposal for Board is available on the company’s website, www.inwido.com. Financial statements, the auditor’s report, other documents under item 7, the Board’s report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act and the Board’s complete proposals for resolutions under items 15-17 will be available at the company’s head office, Engelbrektsgatan 15, SE-211 33 Malmö, and on www.inwido.com, as from Thursday 14 April 2022 at the latest and will be sent free of charge to shareholders upon request and state their postal address.

Shares and votes

The total number of shares in the company amounts to 57,967,528. The company has only one series of shares and the total number of votes in the company amounts to 57,967,528. The company holds no own shares.

Information at the AGM

The Board and the CEO shall at the AGM, if any shareholder so requests and the Board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation or the company’s relation to other companies withing the group.

Processing of personal data

For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

Malmö in April 2022
The Board of Directors of Inwido AB (publ)

For more information, please contact:
Peter Welin, CFO and deputy CEO
Phone: 46(0)70-324 3190 or 46(0)10-451 45 52
E-mail: peter.welin@inwido.com