STOCKHOLM, March 27, 2020 /PRNewswire/ -- Shareholders of TF
Bank AB (publ) are hereby notified of the Annual General
Meeting.
Time: May 7, 2020, at 15.00 CET. Shareholders are
welcome from 14.30.
Place: Roschier Advokatbyrå, Brunkebergstorg 2 in
Stockholm.
Shortened meeting
Due to Covid -19, this year's Annual General Meeting will be a
shortened meeting. This means that no presentations will be held
during the Annual General Meeting, all presentations will instead
be published on the bank's website. Shareholders will be given the
opportunity to ask questions to the bank through its website and
are kindly requested to keep their questions to a minimum during
the physical meeting. Please note that the bank will minimize the
number of bank representatives attending the meeting and only
shareholders or persons representing shareholders will be allowed
to attend the meeting. Furthermore, no food or drinks will be
served in conjunction with the meeting.
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 30, 2020 (the
"Record Date") and give notice of attendance to the company no
later than April 30, 2019.
Notification can be sent:
- via letter to TF Bank AB, "Annual General Meeting", Box 947,
501 10 Borås, or
- via e-mail to ir@tfbank.se.
The notification shall include name, personal identification
number/corporate registration number, address, telephone number,
number of shares held and attending assistants, if any (not more
than two).
Proxy etc.
If participation is to be based on proxy, the necessary
documents of authorization, such as a written, time stamped power
of attorney must be available at the meeting. However, such
documents of authorization should be sent to the bank at the
address above, well in advance before the meeting and preferably
before April 30, 2020. On the
website https://www.tfbankgroup.com/sv/arsstamma-2020/,
you will find an available form for notifying power of
attorney.
Shares registered in the name of a trustee
Shareholders whose shares are registered in the name of a
trustee must, in order to have the right to attend the Annual
General Meeting, have the shares registered temporarily in their
own name. Shareholders who wish to make such registration must
inform their trustee well in advance before April 30, 2020, when such registration must be
completed in Euroclear at the latest.
Personal data
Personal information obtained from the share register kept by
Euroclear, notification of attendance of the Annual General Meeting
and information regarding proxies and assistants will only 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. Opening of the meeting and speech by the Chairman of the
Board of Directors
2. Election of Chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of two persons to verify the minutes
6. Determination of whether the meeting has been duly
convened
7.
a) Presentation of the annual report as well as the consolidated
accounts for the financial year 2019
b) Presentation of the auditor's report as well as the auditor's
report on the consolidated accounts for the financial year 2019
c) Speech by the Chief Executive Officer
8. Adoption of the income statement and balance sheet as well as
of the consolidated income statement and consolidated balance sheet
for the financial year 2019
9. Resolution regarding distribution of profits according to the
adopted balance sheet and determination of the record date for
dividend
10. Discharge of liability for the Board of Directors and the
CEO
11. Determination of number of members of the Board of
Directors
12. Determination of fees payable to the Board of Directors and
the auditor
13. Election of the members of the Board of Directors and
determination of Chairman of the Board
14. Election of auditor
15. Resolution to adopt principles for appointment of the
Nomination Committee
16. Resolution on the guidelines for remuneration of the
executive management
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 authorization for the Board of Directors to
resolve on acquisition and transfer of own shares
19. Resolution to amend the articles of association
20. Closing of the meeting
Resolution proposals from the Board of Directors and the
Nomination Committee
Item 2; Election of Chairman of the meeting
The Nomination Committee propose that attorney Ola Åhman is
elected Chairman of the Annual General Meeting.
Item 9; 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 the 659,020 TSEK at
the disposal of the Annual General Meeting is balanced into new
accounts.
Item 10; Resolution on discharge of liability of the Board
members and the CEO
The auditor recommends discharge.
Item 11; 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 12; 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:
- Chairman of the Board of Directors: 600,000 SEK (600,000
SEK),
- Other board members: 300,000 SEK
(300,000 SEK),
- Chairman of the audit committee of the Board of Directors:
100,000 SEK (100,000 SEK),
- Other members of the audit committee: 50,000 SEK (50,000
SEK).
- Chairman of the newly established remuneration committee:
50,000 SEK
- Other members of the newly established remuneration committee:
30,000 SEK
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 13; 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, Tone Bjørnov, Charlotta Björnberg-Paul and Mari
Thjømøe, as well as new election of Sara
Mindus as board member. The Nomination Committee further
proposes new 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 has
also been proposed that CEO Mattias
Carlsson be dismissed from Board of Directors.
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 14; Election of auditor
The Nomination Committee proposes re-election of the registered
auditing company Pricewaterhouse-Coopers AB, with Authorized
Public Accountant Martin By as auditor-in-charge, as auditor until
for the period up to the end of the next Annual General
Meeting.
Item 15; Establishment of principles for the appointment
of the nomination committee
The nomination committee does not propose any changes in the
principles for the appointment of the nomination committee. The
adopted principles shall apply until a resolution regarding
changing the procedure for nominating the Nomination Committee is
passed by the General Meeting.
Item 16; Resolution on the guidelines for remuneration of
the executive management
The Board of Directors proposes that the Annual General Meeting
adopt the following guidelines for remuneration to the executive
management according to item 16 on the proposed agenda at the
Annual General Meeting for 2020:
Guidelines for remuneration of the senior management
These guidelines comprise the CEO, CFO as well as any other
members of the senior management. The guidelines shall be applied
on remuneration which has been agreed upon, and changes made to
already agreed remuneration, after the guidelines has been adopted
by the 2020 Annual General Meeting. 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 bank has established a long-term warrants program in which
all members of the senior management, except the CEO, participate.
The program has been approved by the Annual General Meeting and is
therefore not covered by these guidelines. The program is linked to
the share price of the banks share. The program also required
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 salary, variable remuneration, pensions
and other economic benefits. In addition, the Annual General
Meeting may decide upon, for example, share- and share
price-related remuneration.
The fulfillment of criterions for variable cash remuneration
must be measurable over a time period of one or several years. The
variable cash remuneration may amount to a maximum of 100 percent
of the total fixed salary during the measurement period.
Furthermore, the following applies in accordance with the
regulations in place with regards to remuneration in banks.
Variable remuneration can be emanated in the form of shares, and
there shall be a limit to the maximum result. Payment of variable
remuneration shall be postponed and be made conditional on that the
criteria on which the remuneration is based was shown to be
sustainable in the long-term and on that the group's position has
not declined substantially. If the conditions for payment are not
met, the remuneration shall be cancelled in whole or in part.
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.
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 bank, the
notice period may not exceed 12 months. Fixed salary during the
notice period and severance pay may not, in total, exceed an amount
corresponding to the fixed salary for 6-12 months. 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 to the extent that the
former executive has no right to severance pay. The remuneration
shall be based on the fixed salary at the time of termination and
shall be paid during the period subject to the restriction of
competition, which shall not exceed 6-12 month after termination of
employment.
Criteria's for distributing variable remuneration
The variable 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.
Salary and terms of employment for the employees
In preparing the Boards proposal for these remuneration
guidelines, salaries and terms of employment for the banks
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 4 years. 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 bank. The CEO and other
members of executive management shall not attend board meeting when
decisions are being made about remuneration-related issues, 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 banks long-term interests, including its
sustainability, or to ensure the banks financial viability.
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 2020.
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 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 2021.
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 social security contributions under the incentive
program.
Item 19, Resolution on amendment of the articles of
association
The Board proposes that the Annual General Meeting resolves to
amend § 9 of the articles of association regarding shareholders'
right to participate in general meeting as follows:
§ 9 Shareholders' right to participate in general
meetings
Shareholders, who want to participate in a general meeting,
shall notify the company not later than on the day stated in the
notice convening the general meeting. This day should not be a
Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas
Eve or New Year's Eve and may not fall earlier than on the fifth
non-Sunday preceding the general meeting.
A shareholder may bring one or two assistants to the general
meeting, provided, however, that the shareholder has notified the
company thereof in accordance with the previous paragraph.
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
The resolutions proposed by the Board of Directors pursuant to
items 17, 18 and 19 on the agenda will only be validly adopted if
shareholders holding no less than two thirds (2/3) of both the
votes cast and the shares represented at the Annual General Meeting
vote in favor with the resolution.
Right to information
Shareholders which are present at the meeting have the right to
receive information regarding items on the agenda or the company's
financial situation in accordance with Chapter 7, section 32 of the
Swedish Companies Act.
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 16,
2019, 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.
Shareholders are sincerely welcomed to the Annual General
Meeting.
* * * * * * *
Stockholm in, 27 March 2019
TF Bank AB (publ)
Board of Directors
* * * * * * *
For further information, please contact:
Mikael Meomuttel, CFO and Head of Investor Relations
+46-(0)-70-626-95-33.
The information was provided by the above contact persons for
publication on March 27, 2020 at
16.00 CET.
Please note - this is an unofficial translation of the
Swedish original.
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. TF Bank is
listed at Nasdaq Stockholm.
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--publ-,c3073195
The following files are available for download:
https://mb.cision.com/Main/13973/3073195/1219452.pdf
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