Notice to the 2021 Annual General Meeting of ÅF Pöyry

Right to participate

Shareholders who wish to participate in the AGM

shall   be recorded in the presentation of the share register prepared by Euroclear Sweden concerning the circumstances on Wednesday 26 May 2021,

shall   give notice to participate no later than Wednesday 2 June 2021 by casting their postal vote as instructed under the heading “Postal voting” below, so that the postal vote is received by ÅF Pöyry AB no later than that day.

Shareholders who have their shares nominee-registered through a bank or other nominee must, in order to be entitled to participate in the AGM, request to be recorded in the share register in their own names as of Wednesday 26 May 2021. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures in such time in advance as the nominee determines. Voting rights registrations effected no later than the second banking day after Wednesday 26 May 2021 will be considered in the presentation of the share register. 

Postal voting

Shareholders may only exercise their voting rights at the AGM through postal voting in advance pursuant to 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 shall be used for postal voting. The form is available on the company’s website https://afry.com/en/agm.

The completed and signed postal voting form can be submitted either by email to GeneralMeetingService@euroclear.com, or by post to ÅF Pöyry AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their postal votes digitally through verification with BankID as per instructions available on https://anmalan.vpc.se/euroclearproxy.

Postal voting forms and digital postal votes must be received by ÅF Pöyry AB no later than 2 June 2021.

If the shareholder postal votes by proxy, a power of attorney shall be enclosed with the postal voting form. A template proxy form is available on the company’s website https://afry.com/en/agm. If the shareholder is a legal entity, a copy of a registration certificate or a corresponding document for the legal entity shall be enclosed together with the postal voting form.

The shareholders 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.  

Proposed agenda

1. Election of Chairman of the AGM.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one person to verify the minutes.
5. Determination of whether the AGM has been duly convened.
6. Presentation of the Annual Report and the Auditor's Report as well as the consolidated financial statements and the Auditor’s Report on the consolidated financial statements.
7. Resolution on the adoption of the parent company's Income Statement and Balance Sheet and the consolidated Income Statement and the consolidated Balance Sheet.
8. Resolution on the discharge from liability of the members of the Board of Directors and the Chief Executive Officer.
9. Presentation and resolution on the approval of the Remuneration Report.
10. Resolution on the treatment of the company’s earnings as stated in the adopted Balance Sheet and on the record day for payment of the dividend.
11. The Nomination Committee’s proposals - election of the Board of Directors etc.
    1. Determination of the number of Board members and deputy Board members to be elected by the AGM.
    2. Resolution regarding remuneration to the Board of Directors and the Auditors.
    3. Election of Board members and any deputy Board members.
    4. Election of the Chairman of the Board of Directors.
    5. Election of Auditors and any deputy Auditors.
2. Resolution regarding guidelines for remuneration for senior executives.
3. Resolution regarding amendment to the Articles of Association.
4. Resolutions regarding (a) authorisation for the Board of Directors to resolve to repurchase own shares and (b) reduction of the share capital.
5. Resolution regarding authorisation for the Board of Directors to resolve on new issue of shares.

Item 1 – Election of Chairman of the AGM

The Nomination Committee proposes that Tone Myhre-Jensen, lawyer and Managing Partner at Cederquist law firm, is elected to be the Chairman of the AGM, or in the event she is prevented, the person appointed by the Board of Directors.

Item 2 – Preparation and approval of the voting list

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden on behalf of the company, based on the general meeting share register and received postal votes, confirmed by the person assigned to verify the minutes.

Item 4 - Election of one person to verify the minutes

The Board of Directors proposes that Johan Weigelt, representing the ÅForsk Foundation, or, to the extent he is prevented, any person appointed by the Board of Directors, is elected to verify the minutes. The assignment to verify the minutes shall also include verifying the voting list and that the postal votes are correctly reflected in the minutes.

Item 9 - Presentation and resolution on the approval of the Remuneration Report

The Board of Directors proposes that the AGM, for advisory purposes, approves the company's Remuneration report for 2020.

Item 10 - Resolution on the treatment of the company’s earnings as stated in the adopted Balance Sheet and on the record day for payment of the dividend

The Board of Directors proposes a dividend of SEK 5.00 per share. The Board of Directors proposes Monday 7 June 2021 as the record date for payment of the dividend.  If the AGM resolves in accordance with the Board of Directors' proposal, the dividend is expected to be paid out via Euroclear Sweden on Thursday 10 June 2021.

Item 11 – The Nomination Committee’s proposals - election of the Board of Directors etc.

The Nomination Committee comprises Magnus Olofsson, Chairman of the Nomination Committee, appointed by the ÅForsk Foundation, Elisabet Jamal Bergström, appointed by SEB Investment Management, Lilian Fossum Biner, appointed by Handelsbanken Fonder, Monica Åsmyr, appointed by Swedbank Robur fonder, Niklas Ringby, appointed by EQT Public Value, and Anders Narvinger, Chairman of the Board of Directors.

Item 11a – Determination of the number of Board members to be elected by the AGM

The Nomination Committee proposes that the Board of Directors shall consist of eight (8) members elected by the General Meeting.

Item 11b – Resolution regarding remuneration to the Board of Directors and the Auditor

The Nomination Committee proposes remuneration to the Board of Directors (including remuneration for work within the committees) for the period until the next AGM, in a total amount of SEK 5,610,000.

For ordinary Board work, the Nomination Committee proposes a remuneration of SEK 1,750,000 to the Chairman of the Board of Directors (an increase of SEK 750,000) and SEK 450,000 to each of the other Board members elected by the General Meeting (an increase of SEK 50,000 for each Board member). The proposed remuneration for ordinary Board work thus amount to SEK 4,900,000 in total. This means a total increase of SEK 700,000 in comparison with what was resolved upon by the 2020 AGM.

For work within the Audit Committee, the Nomination Committee proposes a remuneration of SEK 210,000 to the Chairman (an increase of SEK 35,000) and SEK 100,000 to each of the other two members (an increase of SEK 25,000 each).

For work within the Remuneration Committee, the Nomination Committee proposes that the remuneration shall remain unchanged, and thus shall amount to SEK 50,000 to the Chairman and each of the other two members.

For work within the Project Committee, the Nomination Committee proposes that the remuneration shall remain unchanged, and thus shall amount to SEK 50,000 to the Chairman and each of the other two members.

The proposed remuneration for work within the committees thus amount to SEK 710,000 in total. This means an increase of SEK 85,000 in comparison with what was resolved upon by the 2020 AGM.

It is proposed that remuneration to the Auditor shall be paid in accordance with approved invoices.

Item 11c – Election of Board members

The Nomination Committee proposes re-election of the current Board members Gunilla Berg, Henrik Ehrnrooth, Joakim Rubin, Kristina Schauman and Anders Snell. Tom Erixon, Carina Håkansson and Neil McArthur are proposed as new Board members.

Tom Erixon

Tom Erixon, born 1960, has been CEO and President of Alfa Laval since 2016. Tom was, prior to that, CEO and President of the Ovako Group since 2011.Prior to that, he was CEO of Sandvik Coromant and has held several senior positions within Sandvik, where he started in 2001. Tom has previously held positions as Managing Partner and Practice Leader Industrial Goods at Boston Consulting Group. Tom currently serves as Chairman of the Board of Teknikföretagen.

Tom Erixon holds 0 shares in ÅF Pöyry AB.*

* Refers to the holding of shares and other securities, if any, as of 31 March 2021 and includes holdings of related natural or legal persons.

Carina Håkansson

Carina Håkansson, born in 1961, currently serves as Chairman of the ÅForsk Foundation and Board member of SCA. Carina holds a BSc Forestry and has extensive experience from the Swedish forest industry where she has worked for more than 30 years, most recently as CEO of the Swedish Forest Industries Federation trade organization during 2013–2020. Carina previously held positions as CEO of Dalakraft during 2009-2013 and CEO of Stora Enso Skog during 2004-2009. She is also a Board member of Vasaloppet.

Carina Håkansson holds 1,000 shares in ÅF Pöyry AB.*

* Refers to the holding of shares and other securities, if any, as of 31 March 2021 and includes holdings of related natural or legal persons.

Neil McArthur

Neil McArthur, born in 1961, currently serves as senior partner within the Energy division at Oliver Wyman. Neil was previously CEO and Chairman of the Executive Board of Arcadis N.V. during 2011-2017. During 1990-2011, Neil was Executive Board Member, Senior Vice President and Managing Director Europe at Booz & Company and during 1982-1989 he held several Project Management positions within Shell International Petroleum Exploration & Production.

Neil McArthur holds 3,334 shares in ÅF Pöyry AB.*

* Refers to the holding of shares and other securities, if any, as of 31 March 2021 and includes holdings of related natural or legal persons.

Jonas Abrahamsson, Anders Narvinger, Salla Pöyry and Ulf Södergren have declined re-election.

Item 11d – Election of the Chairman of the Board of Directors

The Nomination Committee proposes the election of Tom Erixon as new Chairman of the Board of Directors.

Item 11e – Election of Auditor

In accordance with the Audit Committee’s recommendation, the Nomination Committee proposes that the company shall have one registered accounting firm as Auditor, and that the registered accounting firm KPMG AB shall be re-elected as Auditor until the end of the 2022 AGM. KPMG has informed the Nomination Committee that the authorised public accountant Joakim Thilstedt will continue as Auditor-in-charge if KPMG is elected as Auditor.  

Item 12 – Resolution regarding guidelines for remuneration for senior executives

The Board of Directors proposes that the 2021 AGM resolves to adopt the following guidelines for remuneration of senior executives. The guidelines proposed are principally the same as the guidelines adopted at the 2020 AGM with the additions and adjustments described in the company’s 2020 remuneration report (see www.afry.com).

The remuneration guidelines include the CEO and Group Executive Management (senior executives). The guidelines shall apply to contracted remuneration and changes made to previously contracted remuneration after the guidelines are adopted by the 2021 AGM. The guidelines do not cover remuneration decided on by the AGM. The purpose of these remuneration guidelines is to provide a structure for ensuring that remuneration of senior executives is aligned with the company’s long-term strategy. For information on the company’s business strategy, see afry.com/en/about-us/objectives. The remuneration guidelines are based on the following basic principles:

• Offering competitive remuneration to attract and retain senior executives with the right qualifications. The remuneration levels and the composition of the remuneration components are regularly compared with the levels of comparable companies operating in the same market areas as ÅF Pöyry to ensure competitive remuneration.

• Offering long-term incentive programmes focused on business strategy, long-term goals and sustainability aspects in finance, the environment and as regards employees

• Annual evaluation of individual results and goal achievement as compared to the company’s financial results.

The remuneration guidelines provide scope for applying financial and non-financial short-term incentive structures (STIs) containing social and environmental aspects to further promote sustainability and compliance with the company’s core values: brave, devoted team players. The remuneration guidelines provide management with an incentive to create an innovative and performance-oriented culture, thereby helping to achieve the company’s goal of creating sustainable technology and design solutions for future generations.

Decision-making processes for establishing, reviewing and implementing the guidelines

The Board of Directors has established a Remuneration Committee. The Committee’s tasks include preparing the Board of Directors’ decision on proposed guidelines for remuneration of senior executives. The Board of Directors shall prepare proposed new guidelines at least every four years and submit the proposal for resolution at the AGM. The guidelines shall apply until new guidelines are adopted by the AGM. The Remuneration Committee shall also follow and evaluate programmes for variable remuneration of Group Executive Management, the application of guidelines for remuneration of senior executives, and applicable remuneration structures and remuneration levels in the company.

• To avoid conflicts of interest, the Remuneration Committee consists only of members of the Board of Directors who are independent of the company and its management.
• ÅF Pöyry handles remuneration through well-defined procedures and ensures that the CEO or other senior executives are not in attendance when remuneration issues are discussed, insofar as they are affected by the issues.

Remuneration

Remuneration of senior executives consists of fixed salary, pension and other benefits, as well as short-term cash incentive programmes (STI) and long-term incentive programmes (LTIP).

Fixed salary

The fixed salary is set according to local market practice and in accordance with the levels of the country where the individual is employed. The fixed salary is reviewed annually in connection with the performance evaluation and considers the context of the labour market.

Short-term incentive programmes (STI)

The size of short-term cash incentive programs can vary from 0 percent to 60 percent of annual fixed cash salary. Target components, weighting and target levels are set annually by the Board of Directors to ensure that they support the business strategy. The target components, weighting and target levels may vary from year to year to reflect business priorities and usually balance the Group’s financial targets (currently EBITA, EBITA margin, and organic growth in own and upper level unit) and non-financial targets. Details of the target components, weighting and target levels as well as how they support the business strategy are presented in the annual remuneration report.

After the end of the year, the Board of Directors reviews the results and determines to what extent each of the targets has been achieved to determine the final level of payment. As far as financial targets are concerned, the assessment shall be based on the latest financial information published by the company. The Board of Directors may adjust the STI outcome in special circumstances to adjust the remuneration in accordance with the value created for the shareholders and to ensure that the outcome reflects the company’s results fairly.

Long-term incentive programmes (LTIP)

The Board of Directors considers it important to offer long-term incentive programmes to attract and retain key personnel and to give them the opportunity to share in the company’s success. LTIP are also important to ensuring the connection to long-term value for the shareholders. In this way, the remuneration guidelines contribute to the company’s long-term value creation and results.

The long-term incentive programmes that can be offered are share-related or share-price-related programmes and/or long-term cash-based programmes; all are three-year programmes and there is a ceiling for all cash-based programmes. Decisions on share-related and share-price-related programmes are made by the AGM either through separate decisions or by indicating the essential conditions of the programme in the remuneration guidelines. 

For senior executives, there are three-year cash-based programmes ("LTI Cash"). The annual outcome of LTI Cash can vary from 0 percent to 50 percent of the annual fixed cash salary. Target components, weighting and target levels are determined annually by the Board of Directors to ensure that they support the business strategy and can vary from year to year to reflect business priorities (at present, average EBITA margin and average growth).

There should be a long-term cash-based incentive programme for the CEO. The purpose of the incentive programme, which is produced by the Board’s remuneration committee, is to link a larger portion of the CEO’s remuneration to the company’s share’s long-term value growth, thus further linking the CEO’s interests with the shareholders’. According to the terms and conditions of the programme, the company will pay a cash amount to the CEO based on the share price trend if the CEO is still employed by the company after the measurement period ends. The share price trend (adjusted for intervening consolidation or splitting of shares, preferential rights issues or similar events) shall be above 0 percent at a minimum and 30 percent at a maximum during the measurement period 1 April 2021 – 31 March 2024. Payment will be made on a linear basis if the share price increases between the minimum and maximum level. If the minimum is not reached, no payment will be made and if the maximum is reached, the CEO will receive SEK 7.5 million (gross before tax) corresponding to a total cost to the company of SEK 9,856,500 (including social security fees).

Details of each programme and how they support the business strategy are presented in the annual remuneration report. After the end of the programme, the Board of Directors reviews the results and determines to what extent each of the goals has been achieved to determine the final level of payment.

Variable remuneration in exceptional circumstances

Additional variable cash remuneration may be paid in exceptional circumstances, provided that such extraordinary arrangements are made only at the individual level either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance over and above the person’s ordinary duties. Such remuneration may not exceed an amount equal to 50 percent of the executive’s fixed annual cash salary. Decisions on such remuneration shall be made by the Board of Directors as proposed by the Remuneration Committee.

Pensions

The pension benefits provided reflect relevant market practice and may be adjusted from year to year. Senior executives are covered by pension benefits that reflect market practice in each country of employment, but defined contribution pension plans are preferred. No pension benefits shall be dependent on future employment and may amount to a maximum of 50 percent of the executive’s fixed annual cash salary.

Other benefits

Benefits are provided in accordance with reasonable levels in the country where the individual is employed. The benefits can be adjusted from year to year. Other benefits may include company car, health insurance, private accident and life insurance, as well as business travel insurance and liability insurance. Such benefits may amount to a maximum of 10 percent of the executive’s fixed annual cash salary. Regarding employment conditions that are governed by rules other than Swedish, in so far as pension benefits and other benefits are concerned, appropriate adjustments may be made to comply with such compulsory rules or standard local practice, whereby the general purpose of these guidelines should be met as far as possible. Additional benefits and remuneration may be offered in certain circumstances, such as relocation in accordance with the company’s policy for international transfers. The CEO is entitled to participate in programmes that can be offered to other employees at any given time, such as anniversary gifts etc. Further information on the benefits provided during a given year is available in the annual remuneration report.

Termination and severance pay

The notice period for the CEO is 12 months when notice is given by the company and 6 months if notice is given by the CEO. If the company terminates the CEO, the CEO shall be offered severance pay corresponding to up to 12 months’ salary. For other senior executives, the notice period is never longer than for the CEO. Regarding employment conditions that are governed by rules other than Swedish, appropriate adjustments may be made to comply with such compulsory rules or standard local practice, whereby the general purpose of these guidelines should be met as far as possible. The Board of Directors is entitled to decide whether payment should be tied to ongoing incentive programmes for individuals who depart the company and how payment should be handled in the event of leave. Any assessments will be presented in the annual remuneration report.

Salary and terms of employment for employees

In preparing the Board of Directors’ proposal for these remuneration guidelines, salaries and terms of employment for the company’s employees have been considered by the Remuneration Committee using information on employees’ total remuneration, the components of the remuneration as well as the rate of increase and increase over time of remuneration and have been part of the Remuneration Committee’s and the Board of Directors’ supporting information for evaluating the reasonableness of the guidelines and their limitations. The development of the distance between remuneration of senior executives and remuneration of other employees will be presented in the remuneration report.

Right to recover remuneration and waive the guidelines

The Board of Directors is entitled to withhold or recover payments within the framework of short- and long-term incentive programmes due to exceptional circumstances or if false information is given regarding financial results. That type of decision is explained (how the circumstances are defined and how actions are taken) in the annual remuneration report.

The Board of Directors may decide to temporarily deviate from the guidelines, in whole or in part, if there are special reasons for this in an individual case and a departure is necessary to meet the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As stated above, it is part of the Remuneration Committee’s tasks to prepare the Board of Directors’ decision on remuneration issues, which includes decisions on deviations from the guidelines.

Item 13 – Resolution regarding amendment to the Articles of Association

The Board of Directors proposes that the AGM resolves to change the registered name of the company by making the following amendment to the Articles of Association:

Current wording		Proposed wording
	§ 1.
The registered name of the Company is ÅF Pöyry AB, company registration number 556120-6474. The Company is a public company (publ).		The business name of the Company is AFRY AB, company registration number 556120-6474. The Company is a public company (publ).

Items 14 (a) and (b) - Resolution regarding authorisation for the Board of Directors to resolve to repurchase own shares and resolution regarding reduction of the share capital

As set out in the Board of Directors' proposal for the convertible program adopted by the 2020 AGM, the Board of Directors intended to revert with proposed measures to compensate ÅF Pöyry AB's existing shareholders for the dilutive effect of the participants' conversion to new shares during 2023 and 2024.

In light of the above, the Board of Directors proposes that the AGM authorises the Board of Directors to, during the period until the next AGM, resolve to repurchase own class B shares (item 14 (a)) and that the AGM resolves to reduce the share capital by cancellation of class B shares (item 14 (b)).

The purpose of the authorisation to repurchase own shares under item 14 (a) and to reduce the number of shares through reduction of the share capital under item 14 (b) is, as stated above, to compensate the existing shareholders in ÅF Pöyry AB for the dilutive effect of the conversion in the convertible program resolved upon by the 2020 AGM.

The Board of Directors thus proposes that the AGM authorises the Board of Directors to, during the period until the next AGM, resolve to repurchase no more than 700,681 own class B shares, corresponding to the number of new class B shares that the convertibles subscribed for by the group's employees under the convertible program resolved upon by the 2020 AGM may be converted to. Repurchase shall take place on Nasdaq Stockholm and may only occur at a price within the at each time registered share price interval.

The Board of Directors further proposes that the AGM resolves to reduce the company's share capital through cancellation of the class B shares repurchased by the company based on the repurchase authorisation under item 14 (a). The amount by which the share capital then is reduced, a maximum of SEK 1,751,702.50, shall be allocated to the non-restricted funds (non-restricted equity).

Enforceability of the AGM ’s resolution on reducing the share capital is subject to approval by the Swedish Companies Registration Office, or competent court in case of dispute.

Item 15 – Resolution regarding authorisation for the Board of Directors to resolve on new issue of shares

The Board of Directors proposes that the AGM resolves to authorise the Board of Directors to, on one or more occasions before the 2022 AGM, resolve to issue new class B shares. Payment for the new shares may be made through contribution in kind or, with preferential rights for shareholders, in cash. Through such new issue, the share capital may be increased through the issuance of shares made on market terms. However, the maximum number of new issued shares shall not exceed 10 percent of the total number of shares.

_______________

Shares and votes

There are a total of 4,290,336 Class A shares, with ten votes, and 109,004,079 Class B shares, with one vote, in ÅF Pöyry AB, corresponding to 113,294,415 shares and 151,907,439 votes in total. As per the date of this notice, ÅF Pöyry AB holds no own shares.

Information before the AGM

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors 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 and the company's relation to other companies within the Group and the consolidated accounts. A request for such information shall be made in writing to ÅF Pöyry AB, AGM, SE-169 99 Stockholm, Sweden, or by email to agm@afry.com no later than 24 May 2021. The information will be made available on company's website https://afry.com/en/agm and at the company at the address Frösundaleden 2A in Solna, Sweden, no later than 28 May 2021. The information will also be sent to shareholders who requested it and stated their postal address or email address.

Authorisation for the Board

The Board of Directors shall be authorised to make such minor adjustments in the resolutions as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.

Majority requirements

Valid resolutions to amend the Articles of Association under item 13 as well as to authorise the Board of Directors to resolve to repurchase own shares and to reduce the share capital under items 14(a) and (b) requires support by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the AGM.

Documents

Information on the proposed Board members and the Nomination Committee's motivated opinion regarding its proposal for the Board of Directors are available on the company's website https://afry.com/en/agm.

The Annual Report 2020, the Auditor's report, the consolidated financial statements and the Auditor’s Report on the consolidated financial statements, the Auditor's opinion in accordance with Ch. 8. Sec. 54 of the Swedish Companies Act on whether the AGM's guidelines for remuneration to senior executives have been complied with, the Remuneration report in accordance with Ch. 8. Sec. 53 a of the Swedish Companies Act, the Board of Directors' motivated statement in accordance with Ch. 18. Sec. 4 and Ch. 19 Sec. 22 of the Swedish Companies Act and the proposed wording of the Articles of Association are on the company's website https://afry.com/en/agm and at the company at the address Frösundaleden 2A in Solna, Sweden. The documents are presented by being available at the company and on the company's website. Copies of the documents will be sent to those shareholders who so request and state their postal address or email address. The documents can be ordered by email to GeneralMeetingService@euroclear.com, by telephone at +46 (0) 8 402 91 33 or by post to ÅF Pöyry AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.

The general meeting share register will be held available at the company at the address Frösundaleden 2A in Solna, Sweden.

Processing of personal data

ÅF Pöyry AB applies the privacy notice for personal data processed in connection with a general meeting of shareholders produced by Euroclear Sweden (available at www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).

Stockholm, April 2021
ÅF Pöyry AB (publ)
Board of Directors

This English version is a translation of the Swedish original. In the event of any discrepancies between this translation and the Swedish original, the Swedish original shall prevail.