NOTICE OF ANNUAL GENERAL MEETING 2024 OF RAKETECH GROUP HOLDING
Raketech Proposes Ulrik Bengtsson as Its New Chairman
P. L. C. The Articles of Incorporation (hereinafter referred to as the "Articles of Incorporation").
Registered number C77421, RaketicH Group P. L. C. (hereinafter referred to as "company" or "RGH") 202 4-yea r-old shareholders' meeting (hereinafter referred to as the "General Assembly") 13:00 on May 16, 2024 (equivalent to Central Europe) Informed that it will be held at HOTEL THE WESTIN DRAGONARA RESORT, DRAGONARA ROAD, STJ 3143 ST Julian's, Malta.
Attendance and voting
-In order to attend a general meeting of shareholders and exercise voting rights (and the company determines the number of voting rights), the shareholder will be registered in the participant list on April 16, 2024 by Euro Clear Sweden AB. I have to be.
-The shareholders who have registered shares under the name of the namewrite have the right to attend and vote at the General Meeting of Shareholders, temporarily r e-share their own shares in the participants listed by the Euro Clear Sweden AB. You have to register. Such registration must be made on April 16, 2024. Therefore, shareholders need to be instructed in advance.
-In order to attend the General Meeting of Shareholders and exercise voting rights, the shareholder should be mailed to the Rocketchi Group (P. L. C. C/O EUROCLEAR SWEDEN AB, BOX 191, SE-10123 SE-10123 SE-10123 Stockholm, Sweden) or telephone +46 ( 0) 8-401 43 10 (within the business hours of Euro Clear Sweden AB) or e-mail Racktech@EUROCLEAR. Com Not lag 23: 17. Such notifications are the name of the shareholder, the personal identification number/ registration of the company You need to include numbers (or similar numbers), daytime addresses and telephone numbers, the number of shares in the company, and even if applicable. The information on personal data processing is as follows. Components
-The shareholders who attend a general meeting of shareholders and have the right to exercise voting rights have the right to appoint one or more agents who attend the General Meeting of Shareholders on behalf of the shareholders. The trustee does not need to be a shareholder. The appointment of the trustee must be written in writing, and the format must be compliant with Article 88 of the Charter:
(a) If the shareholder is an individual, there must be a signature of the person.
(B) If the shareholder is a company, the officers with the authority of the company must sign.
-The configuration of the power of attorney is available from our website www. RakeTech. Com/governance/general-meetings. The power of attorney must specify whether the agent will exercise voting rights as considered appropriate or to exercise voting rights in accordance with the voting rights included in the power of attorney.
-If the signature of the signed and shareholders is regarded as the company, confirm the signature authority of the officers to sign the power of attorney or a similar certificate or similar certificate on Friday, September 11. You have to receive it by minute (central European time). Ulo Clear Sweden AB (Central European Standard Time) (Raketech Group Holding P. L. C., C/O EUROCLEAR SWEDEN AB rakeTech@Euroclear. Power of attorney If it does not reach the deadline, the power of attorney will be invalid, so you will send your power of attorney (and a copy of the same document in the case of the case) as soon as possible. Or please transfer.
-Cloclear Sweden AB's consolidated attendance notice and power of attorney, LEGAL@raketich.
Right to ask questions
-The shareholder (or a power of attorney holder) is a company associated with an email addressed to LEGAL@raketech. com by 23:59 on May 9, 2024 (Central Europe standard time). ・ You have the right to do it in the sexuality. The answer to the question is unnecessary if it is described in the notes 85 of the General Meeting of Shareholders (published on our website).
Shareholders Proposa l-In addition to the notes 65 of the Charter, shareholders who hold 5%or more of our voting rights capital are related to the legitimacy or plan adopted by the General Meeting of Shareholders: (a) To request that each issue be the agenda of the General Meeting of Shareholders, and (B) a conclusion plan about the agenda of the General Assembly of Shareholders. On March 1, 2024, a r e-notification was posted on our website. < SPAN> -Plutic composition is available from our website www. rakeTech. com/governance/genera l-meetings. The power of attorney must specify whether the agent will exercise voting rights as considered appropriate or to exercise voting rights in accordance with the voting rights included in the power of attorney.
-If the signature of the signed and shareholders is regarded as the company, confirm the signature authority of the officers to sign the power of attorney or a similar certificate or similar certificate on Friday, September 11. You have to receive it by minute (central European time). Ulo Clear Sweden AB (Central European Standard Time) (Raketech Group Holding P. L. C., C/O EUROCLEAR SWEDEN AB rakeTech@Euroclear. Power of attorney If it does not reach the deadline, the power of attorney will be invalid, so you will send your power of attorney (and a copy of the same document in the case of the case) as soon as possible. Or please transfer.
-Cloclear Sweden AB's consolidated attendance notice and power of attorney, LEGAL@raketich.
Right to ask questions
-The shareholder (or a power of attorney holder) is a company associated with an email addressed to LEGAL@raketech. com by 23:59 on May 9, 2024 (Central Europe standard time). ・ You have the right to do it in the sexuality. The answer to the question is unnecessary if it is described in the notes 85 of the General Meeting of Shareholders (published on our website).
Shareholders Proposa l-In addition to the notes 65 of the Charter, shareholders who hold 5%or more of our voting rights capital are related to the legitimacy or plan adopted by the General Meeting of Shareholders: (a) To request that each issue be the agenda of the General Meeting of Shareholders, and (B) a conclusion plan about the agenda of the General Assembly of Shareholders. On March 1, 2024, a r e-notification was posted on our website. -The configuration of the power of attorney is available from our website www. RakeTech. Com/governance/general-meetings. The power of attorney must specify whether the agent will exercise voting rights as considered appropriate or to exercise voting rights in accordance with the voting rights included in the power of attorney.
-If the signature of the signed and shareholders is regarded as the company, confirm the signature authority of the officers to sign the power of attorney or a similar certificate or similar certificate on Friday, September 11. You have to receive it by minute (central European time). Ulo Clear Sweden AB (Central European Standard Time) (Raketech Group Holding P. L. C., C/O EUROCLEAR SWEDEN AB rakeTech@Euroclear. Power of attorney If it does not reach the deadline, the power of attorney will be invalid, so you will send your power of attorney (and a copy of the same document in the case of the case) as soon as possible. Or please transfer.
-Cloclear Sweden AB's consolidated attendance notice and power of attorney, LEGAL@raketich.
Right to ask questions
-The shareholder (or a power of attorney holder) is a company associated with an email addressed to LEGAL@Raketech. com by the 23:59 on May 9, 2024 (Central Europe standard time). ・ You have the right to do it in the sexuality. The answer to the question is unnecessary if it is described in the notes 85 of the General Meeting of Shareholders (published on our website).
Shareholders Proposa l-In addition to the notes 65 of the Charter, shareholders who hold 5%or more of our voting rights capital are related to the legitimacy or plan adopted by the General Meeting of Shareholders: (a) To request that each issue be the agenda of the General Meeting of Shareholders, and (B) a conclusion plan about the agenda of the General Assembly of Shareholders. On March 1, 2024, a r e-notification was posted on our website.
-In accordance with Article 66 of the General Meeting of Shareholders, the demands for stating on the agenda of shareholders and the introduction of resolution by the company are paper or electronic format (legal@raketicH. com), at the latest March 31, 2024 (Central). It must be submitted by European time and requires proof by the submit. The company has no obligation to respond to shareholder claims submitted after April 1, 2024.
-The company has an exclusive right to judge whether the proposal submitted to the shareholder has been appropriately submitted, and the company needs to fix the agenda of shareholders (as shown below). The amendment proposal is attached to the company's website as soon as possible with the updated power of attorney and voting exercise instruction (in case). Therefore, shareholders will confirm our website after the above deadline, confirm that the bill has been changed, and submit the latest power of attorney and voting rights exercise form. Thank you.
Bill
1 Opening of general meeting of shareholders
2 Selection of Chairman
3 Creating and approval of a voting list
4 Selection of 1 or 2 people approved
5 Agendal approval
6 Definition of appropriate calls
7 Speech General Director
Next question (next solution)
8. 2023 consolidated financial statements (annual report) for the fiscal year ending on December 31, 2023, the business yea r-end report of the business year ending on December 31, 2023, and the business to end on December 31, 2023. Receiving and approving the annual audit auditor report
9 Dividend decision
10 Urgent suspension of the authority of the Board of Directors and the Chairman of the Board of Directors, and the appointment of the new board of directors and the chairman of the Board of Directors
11 Decision of the reward amount of members of the Board of Directors
12 Audit & Supervisory Boar d-Appointment
13 Definition of audit reward amount
Special resolution (ordinary resolution)
14 Candidate selection committee decisions at the General Meeting of Shareholders at the time of 2025
15 Decisions regarding the guidelines for senior management fees
16 Decisions for approval of lon g-term motivation programs for advanced managers and other important individuals and employees, their subsidiaries
Special problems (special solution) < Span> -In addition to Article 66 of the General Meeting of Shareholders, the request for stating on the agenda of shareholders and the introduction of a resolution by the company are paper or electronic format (Legal@raketic. com). At the latest, it must be submitted by 23:17. 00 (Central European time) on March 31, 2024, and it is necessary to prove by the submit. The company has no obligation to respond to shareholder claims submitted after April 1, 2024.
-The company has an exclusive right to judge whether the proposal submitted to the shareholder has been appropriately submitted, and the company needs to fix the agenda of shareholders (as shown below). The amendment proposal is attached to the company's website as soon as possible with the updated power of attorney and voting exercise instruction (in case). Therefore, shareholders will confirm our website after the above deadline, confirm that the bill has been changed, and submit the latest power of attorney and voting rights exercise form. Thank you.
Bill
1 Opening of general meeting of shareholders
2 Selection of Chairman
3 Creating and approval of a voting list
4 Selection of 1 or 2 people approved
5 Agendal approval
6 Definition of appropriate calls
7 Speech General Director
Next question (next solution)
8. 2023 consolidated financial statements (annual report) for the fiscal year ending on December 31, 2023, the business yea r-end report of the business year ending on December 31, 2023, and the business to end on December 31, 2023. Receiving and approving the annual audit auditor report
9 Dividend decision
10 Urgent suspension of the authority of the Board of Directors and the Chairman of the Board of Directors, and the appointment of the new board of directors and the chairman of the Board of Directors
11 Decision of the reward amount of members of the Board of Directors
12 Audit & Supervisory Boar d-Appointment
13 Definition of audit reward amount
Special resolution (ordinary resolution)
14 Candidate selection committee decisions at the General Meeting of Shareholders at the time of 2025
15 Decisions regarding the guidelines for senior management fees
16 Decisions for approval of lon g-term motivation programs for advanced managers and other important individuals and employees, their subsidiaries
Special problems (special solution) -In addition to Article 66 of the General Meeting of Shareholders, the request for stating on the agenda of shareholders and the introduction of resolution by the company are paper or electronic format (lEGAL@RAKETech. com), at the latest 2024. It must be submitted by 23:17. 00 on March 31 (Central Europe time), and it is necessary to prove by the submit. The company has no obligation to respond to shareholder claims submitted after April 1, 2024.
-The company has an exclusive right to judge whether the proposal submitted to the shareholder has been appropriately submitted, and the company needs to fix the agenda of shareholders (as shown below). The amendment proposal is attached to the company's website as soon as possible with the updated power of attorney and voting exercise instruction (in case). Therefore, shareholders will confirm our website after the above deadline, confirm that the bill has been changed, and submit the latest power of attorney and voting rights exercise form. Thank you.
Bill
1 Opening of general meeting of shareholders
2 Selection of Chairman
3 Creating and approval of a voting list
4 Selection of 1 or 2 people approved
5 Agendal approval
6 Definition of appropriate calls
7 Speech General Director
Next question (next solution)
8. 2023 consolidated financial statements (annual report) for the fiscal year ending on December 31, 2023, the business yea r-end report of the business year ending on December 31, 2023, and the business to end on December 31, 2023. Receiving and approving the annual audit auditor report
9 Dividend decision
10 Urgent suspension of the authority of the Board of Directors and the Chairman of the Board of Directors, and the appointment of the new board of directors and the chairman of the Board of Directors
11 Decision of the reward amount of members of the Board of Directors
12 Audit & Supervisory Boar d-Appointment
13 Definition of audit reward amount
Special resolution (ordinary resolution)
14 Candidate selection committee decisions at the General Meeting of Shareholders at the time of 2025
15 Decisions regarding the guidelines for senior management fees
16 Decisions for approval of lon g-term motivation programs for advanced managers and other important individuals and employees, their subsidiaries
Special problem (special solution)
17 Conclusion on the company's permission to purchase personal promotions
Information on the opinion service
Session 2 Agenda: Election of the Chairman of the General Meeting
The Intent Committee requests, in accordance with note 70 of the Charter of the General Meeting, to elect Ulrik Bengtsson as Chairman of the General Meeting.
Agenda Item 8: Presentation of the consolidated economic account, management report and auditor's report for the financial year ending 31 December 2023
The Board of Directors requests the General Meeting to approve its opinion on the approval of the consolidated economic account for the financial year ending 31 December 2023 (annual report), as well as the annual report and the auditor's report. The consolidated financial statements for the financial year ending 31 December 2023 (annual report), as well as the report of the Board of Directors and the report of the Supervisory Board, will be posted on the Company's website for the consideration of the Shareholders no later than 25 April 2024.
Proposal No. 9 - Distribution of Surplus Earnings
The Board of Directors, in accordance with the recommendations contained in the interim accounts filed with the Malta Companies Registry on 26 March 2024, the consolidated economic accounts for the year ended 31 December 2023 (Annual Report) and the Directors' Report, requests that a total dividend of EUR 4, 271, 531, 40 be declared and paid to shareholders (which, based on the Company's current issued shareholders' funds, amounts to EUR 0. 10 per share). If approved by the General Meeting, the dividend is proposed to be paid in four installments:
- the first dividend registration date will be June 18, 2024, the ex-dividend date will be June 17, 2024 and the Swedish dividend date will be around June 21, 2024;
- the second dividend registration date will be September 18, 2024, the dividend payment date will be September 17, 2024 and the Swedish dividend date will be around September 20, 2024, or within a range therebetween;
- the third dividend registration date will be December 10, 2024, the dividend payment date will be December 9, 2024 and the Swedish dividend date will be around December 13, 2024, or within a range therebetween;
- the fourth dividend record date will be March 18, 2025 date, the dividend announcement date is 17 March 2025 and the dividend date in Sweden is 24 March 2025 or within that range;
The exchange rate for payments for each distributed date will be the dominant Crone / Euro market on June 21, 2024, September 20, 2024, December 13, 2024 and March 24, 2025.
Location 10: The resignation of the Board of Directors and the Chairman of the Board of Directors, and the selection of the new system of the Board of Directors and the Chairman of the Board of Directors
The active board of directors includes Urlik Bengson, Claire Bungton, Eric Skullup, Jeanne Anderson, and Patrick Yongker, and all resigned at a meeting based on Article 107 of the Article 107.
Destiny's purpose is to select six directors. Specifically, the Destiny Committee is the company's Committee's Association until the end of the Urlik Bengson, Eric Skrapp, Marina Anderson, Patrick Yongker, Clairic Bonton, and until the time of the joint general meeting of each year. We will r e-election as a member of the company, and will be elected to the new member of the Company Board of Directors until the General General Assembly is the new member of the Corporate Assembly until the end of the general meeting.
The Fate Committee has also called for r e-election of Ulric Bengson as the chairman of the Company until the end of the right seat until each year of the joint meeting. The purpose of the members of the Board of Directors must be approved separately by resolution.
Director candidates are listed on the website https: // raketech. Com/corpoate-govenVEATION/.
The agenda 11: Determination of directors' remuneration amount
The Fate Committee asks a good relationship to pay the chairman of 50. 000 euros and other directors to pay 30. 000 euros.
The committee invites the purpose, and in accordance with the purpose, the chairman of the Audit Remarks Committee receives a 10, 000 euros from one person, and the other committee members of the Audit Remarks Committee (excluding the chairman) are 3, 000. I have received the euro. One or more directors who have a business status in the company or their subsidiaries and have received salaries or advice do not need to receive rewards for the business of the Board of Directors and the Committee.
The exchange rate for payment by the 12th Audit & Supervisory Board of Audit & Supervisory Board Metropolitan Divide Days is dominant on June 21, 2024, September 20, 2024, December 13, 2024, and March 24, 2025. It will be a market price / euro market price.
Location 10: The resignation of the Board of Directors and the Chairman of the Board of Directors, and the selection of the new system of the Board of Directors and the Chairman of the Board of Directors
The active board of directors includes Urlik Bengson, Claire Bungton, Eric Skullup, Jeanne Anderson, and Patrick Yongker, and all resigned at a meeting based on Article 107 of the Article 107.
Destiny's purpose is to select six directors. Specifically, the Destiny Committee is the company's Committee's Association until the end of the Urlik Bengson, Eric Skrapp, Marina Anderson, Patrick Yongker, Clairic Bonton, and until the time of the joint general meeting of each year. We will r e-election as a member of the company, and will be elected to the new member of the Company Board of Directors until the General General Assembly is the new member of the Corporate Assembly until the end of the general meeting.
The Fate Committee has also called for r e-election of Ulric Bengson as the chairman of the Company until the end of the right seat until each year of the joint meeting. The purpose of the members of the Board of Directors must be approved separately by resolution.
Director candidates are listed on the website https: // raketech. Com/corpoate-govenVEATION/.
The agenda 11: Determination of directors' remuneration amount
The Fate Committee asks a good relationship to pay the chairman of 50. 000 euros and other directors to pay 30. 000 euros.
The committee invites the purpose, and in accordance with the purpose, the chairman of the Audit Remarks Committee receives a 10, 000 euros from one person, and the other committee members of the Audit Remarks Committee (excluding the chairman) are 3, 000. I have received the euro. One or more directors who have a business status in the company or their subsidiaries and have received salaries or advice do not need to receive rewards for the business of the Board of Directors and the Committee.
The exchange rate of the 12th Audit & Supervisory Board of Audit & Supervisory Boards will be dominated on June 21, 2024, September 20, 2024, December 13, 2024, and March 24, 2025. / The Euro market price.
Location 10: The resignation of the Board of Directors and the Chairman of the Board of Directors, and the selection of the new system of the Board of Directors and the Chairman of the Board of Directors | The active board of directors includes Urlik Bengson, Claire Bungton, Eric Skullup, Jeanne Anderson, and Patrick Yongker, and all resigned at a meeting based on Article 107 of the Article 107. |
Destiny's purpose is to select six directors. Specifically, the Destiny Committee is the company's Committee's Association until the end of the Urlik Bengson, Eric Skrapp, Marina Anderson, Patrick Yongker, Clairic Bonton, and until the time of the joint general meeting of each year. We will r e-election as a member of the company, and will be elected to the new member of the Company Board of Directors until the General General Assembly is the new member of the Corporate Assembly until the end of the general meeting. | The Fate Committee has also called for r e-election of Ulric Bengson as the chairman of the Company until the end of the right seat until each year of the joint meeting. The purpose of the members of the Board of Directors must be approved separately by resolution. |
Director candidates are listed on the website https: // raketech. Com/corpoate-govenVEATION/. | The agenda 11: Determination of directors' remuneration amount |
The Fate Committee asks a good relationship to pay the chairman of 50. 000 euros and other directors to pay 30. 000 euros. | The committee invites the purpose, and in accordance with the purpose, the chairman of the Audit Remarks Committee receives a 10, 000 euros from one person, and the other committee members of the Audit Remarks Committee (excluding the chairman) are 3, 000. I have received the euro. One or more directors who have a business status in the company or their subsidiaries and have received salaries or advice do not need to receive rewards for the business of the Board of Directors and the Committee. |
0% |
Selection of the 12th Audit & Supervisory Board
PricewaterhouseCoopers Malta is proposed to be re-elected as the Company's auditor until the end of the AGM. The proposed auditor is in line with the recommendations of the Target Committee. | Proposal No. 13: Setting the Audit Fee |
The Target Committee requests the auditor to pay the fee based on the approved financial statements. | The agenda 11: Determination of directors' remuneration amount |
The Fate Committee asks a good relationship to pay the chairman of 50. 000 euros and other directors to pay 30. 000 euros. | The committee invites the purpose, and in accordance with the purpose, the chairman of the Audit Remarks Committee receives a 10, 000 euros from one person, and the other committee members of the Audit Remarks Committee (excluding the chairman) are 3, 000. I have received the euro. One or more directors who have a business status in the company or their subsidiaries and have received salaries or advice do not need to receive rewards for the business of the Board of Directors and the Committee. |
0% |
ii. Regarding the allocation procedure
A. The Chairman of the Board of Directors will contact the four largest shareholders based on their number of voting rights based on the list of registered shareholders of Euroclear Sweden AB at the end of August each year.
B. The four largest shareholders shall have the opportunity to elect one supporter each to constitute the Objectives Committee together with the Chairman of the Board, provided that such supporter is deemed to be autonomous in relation to the management of the company (otherwise a more senior member of the Board shall be appointed who is deemed to be autonomous in relation to the management of the company).
C. If any of the designated shareholders waives its right to elect a supporter or fails to respond within the stipulated period, this right shall be transferred to that shareholder who shall thereafter receive a majority promotion.
D. The members of the Allotment Committee shall resign from the committee upon notice and communication to the company that the first declared shareholder is no longer deemed to be one of the four largest shareholders, after which the new shareholders shall be offered the opportunity to elect one of the members, in descending order according to the size of their contributions. However, no changes in the composition of the Objectives Committee shall be made if the change comes to the knowledge of the company more than four months prior to the AGM.
e. If a committee member of the Nomination Committee spontaneously resigns a committee before the expiration of his term, the shareholder who has selected the committee must nominate the successor. Provided, however, that the shareholder shall continue to be one of the four major shareholders who have voting rights of the Board of Directors as a member of the Nomination Committee. If not, (d) section is applied.
F. If the nomination committee is determined to be appropriate, the authority will be one of the four major shareholders of the company after the establishment of the Nomination Committee, and the authority will be appointed by shareholders who have not yet participated in the Nomination Committee. It shall be something. Such joint committee members shall not participate in the decision of the Nomination Committee.
III. The duties of the nomination committee shall be extended until the new member of the Nomination Committee is appointed.
IV. Unless the members of the Board of Directors have agreed separately, the chairman of the Nomination Committee will be the leading board member of the Board of Directors in terms of voting rights when appointed as a nomination committee. However, the members of the Board of Directors cannot be the chairman of the Nomination Committee.
v. The majority of the committee of the Nomination Committee must be independent of the Company and its management:
A. The CEO (CEO) and the other members of the management must not be members of the Nomination Committee.
B. At least one committee of the Nomination Committee must be independent of the largest shareholder of the company in terms of voting rights or a shareholder group that acts in the management of the company.
C. members of the Board of Directors shall not configure a majority of the Nomination Committee. If the nomination committee is composed of multiple directors, one or more of these directors may not be subordinated to our major shareholders.
The first meeting of the Nomination Committee will be convened by the chairman of the director.
Do not pay rewards to the nominated committee members. If necessary, the company will bear the reasonable expenses for external advisor services, which are determined to be necessary for the work of the Nomination Committee. < SPAN> E. If a member of the Nomination Committee spontaneously resigns a committee before expiration, the shareholder who has selected the committee must nominate the successor committee. Provided, however, that the shareholder shall continue to be one of the four major shareholders who have voting rights of the Board of Directors as a member of the Nomination Committee. If not, (d) section is applied.
F. If the nomination committee is determined to be appropriate, the authority will be one of the four major shareholders of the company after the establishment of the Nomination Committee, and the authority will be appointed by shareholders who have not yet participated in the Nomination Committee. It shall be something. Such joint committee members shall not participate in the decision of the Nomination Committee.
III. The duties of the nomination committee shall be extended until the new member of the Nomination Committee is appointed.
IV. Unless the members of the Board of Directors have agreed separately, the chairman of the Nomination Committee will be the leading board member of the Board of Directors in terms of voting rights when appointed as a nomination committee. However, the members of the Board of Directors cannot be the chairman of the Nomination Committee.
v. The majority of the committee of the Nomination Committee must be independent of the Company and its management:
A. The CEO (CEO) and the other members of the management must not be members of the Nomination Committee.
B. At least one committee of the Nomination Committee must be independent of the largest shareholder of the company in terms of voting rights or a shareholder group that acts in the management of the company.
C. members of the Board of Directors shall not configure a majority of the Nomination Committee. If the nomination committee is composed of multiple directors, one or more of these directors may not be subordinated to our major shareholders.
The first meeting of the Nomination Committee will be convened by the chairman of the director.
Do not pay rewards to the nominated committee members. If necessary, the company will bear the reasonable expenses for external advisor services, which are determined to be necessary for the work of the Nomination Committee. e. If a committee member of the Nomination Committee spontaneously resigns a committee before the expiration of his term, the shareholder who has selected the committee must nominate the successor. Provided, however, that the shareholder shall continue to be one of the four major shareholders who have voting rights of the Board of Directors as a member of the Nomination Committee. If not, (d) section is applied.
F. If the nomination committee is determined to be appropriate, the authority will be one of the four major shareholders of the company after the establishment of the Nomination Committee, and the authority will be appointed by shareholders who have not yet participated in the Nomination Committee. It shall be something. Such joint committee members shall not participate in the decision of the Nomination Committee.
III. The duties of the nomination committee shall be extended until the new member of the Nomination Committee is appointed.
IV. Unless the members of the Board of Directors have agreed separately, the chairman of the Nomination Committee will be the leading board member of the Board of Directors in terms of voting rights when appointed as a nomination committee. However, the members of the Board of Directors cannot be the chairman of the Nomination Committee.
v. The majority of the committee of the Nomination Committee must be independent of the Company and its management:
A. The CEO (CEO) and the other members of the management must not be members of the Nomination Committee. | B. At least one committee of the Nomination Committee must be independent of the largest shareholder of the company in terms of voting rights or a shareholder group that acts in the management of the company. | C. members of the Board of Directors shall not configure a majority of the Nomination Committee. If the nomination committee is composed of multiple directors, one or more of these directors cannot be subordinated to our major shareholders. |
The first meeting of the Nomination Committee will be convened by the chairman of the director. | 1 | Do not pay rewards to the nominated committee members. If necessary, the company will bear the reasonable expenses for external advisor services, which are determined to be necessary for the work of the Nomination Committee. |
The composition of the committee's objectives will be announced in a separate press release immediately after the district committee's objectives, but at the latest six months before the joint general meeting of shareholders with its venue. This information will also be published on the company's website, where the procedure for submitting services to the committee will also be explained. | 8 | The committee's task is to prepare the objectives for the annual general meeting of shareholders of the business related to (i) the number of members of the board of directors, the composition of the board of directors, the remuneration of the chairman of the board, the other directors of the board and the members of the committee, (ii) the objectives of both supervisors, and (iii) the determination of the basis of the objectives of the committee of the appropriate destination. |
Agenda 15 Conclusions on the guidelines for senior management compensation | 10 | The Board of Directors requests the General Meeting to approve the proposed stepped compensation guidelines provisions for the annual joint general meeting of shareholders appropriate to: |
(b) at least other members of the company's senior management. | 19 | - |
(c) the company or its subsidiaries (separately referred to as "Group Companies").
(The members of the Board of Directors listed in paragraphs (a), (b) and (c) above are collectively referred to as "Senior Management".)
The True Politicians of Remuneration will replace the old politicians adopted by the company at the Ordinary General Meeting of Shareholders in 2023.
The individual agreements between the company and at least one of the Senior Management, concluded before the adoption of the True Politicians, will continue on the already adjusted basis.
All configurations with a place to hold the agreement, and the imprisonment of new agreements with members of the top management, will comply with the True Political Figure of Remuneration.
Objectives of the True Political Figure of Remuneration
The main objective of the True Politicians of Remuneration is considered to be to ensure the recruitment, motivation and retention of trained employees, areas of responsibility, knowledge and skills, important for the company's benefits of its own operational goals, awareness, awareness of its business strategy, its interests (in the long term) and its resistance. The True Politicians of Remuneration is still focused on the alignment of the interests of the company's shareholders and the interests of the Senior Management.
In this regard, it is necessary to secure the penetration and consistency of behavior to achieve strategic goals, for example, at the group level and at the individual level. In addition, we must also take into account the rare efforts and benefits of giving profits to groups and shareholders.
The compensation provided by the company must be competitive and in line with market practices. Rewards must use all means to contribute to the company's strategy and profits. In particular, in addition to fixed salaries and other natural payments, members of senior managers who do not receive rewards as a company director have the ability to connect appropriate fluctuation elements.
-Parious fluctuations that are likely to be associated with the achievement of shor t-term businesses (appropriate economic or no n-financial goals, the number of times related to market reporting targets to be achieved in a specific quarter or daily) Used);
-In order to ensure the lon g-term interests of the company, and to secure a lon g-term association with shareholders through the mechanics of the company's promotion, a system is likely to be motivated based on promotion.
The combination of the above components reflects the zone of individual responsibilities, immediate responsibilities and work, as in a shor t-term opportunity for the interests of the profit company and its shareholders. We aim to create a sufficiently equal reward. In particular, the balance between shared elements and foreign exchange factors is considered so that excessive risk is not promoted.
The rewards are reviewed every year, accompanying all of the elements of Sobokpus rewards, and the competitiveness of the overall reward package is ensured.
Reward secretariat
The overall reward for senior managers has an option consisting of appropriate components:
Basic salary
Fixed salary of senior managers shall comply with market practices and be competitive, based on specific employees' responsibilities, duties, and work results. However, the same basic principles are used for all employees who are autonomous from geographical positions, and actual remuneration depends on the district market standards, which may fluctuate depending on the condition. The Supreme Instructor has no remuneration to fulfill the duties of a group company.
In this regard, in this regard, it is necessary to secure the penetration and consistency of behavior to achieve strategic goals, for example, at the group level and at the individual level. In addition, we must also take into account the rare efforts and benefits of giving profits to groups and shareholders.
The compensation provided by the company must be competitive and in line with market practices. Rewards must use all means to contribute to the company's strategy and profits. In particular, in addition to fixed salaries and other natural payments, members of senior managers who do not receive rewards as a company director have the ability to connect appropriate fluctuation elements.
-Parious fluctuations that are likely to be associated with the achievement of shor t-term businesses (appropriate economic or no n-financial goals, the number of times related to market reporting targets to be achieved in a specific quarter or daily) Used);
-In order to ensure the lon g-term interests of the company, and to secure a lon g-term association with shareholders through the mechanics of the company's promotion, a system is likely to be motivated based on promotion.
The combination of the above components reflects the zone of individual responsibilities, immediate responsibilities and work, as in a shor t-term opportunity for the interests of the profit company and its shareholders. We aim to create a sufficiently equal reward. In particular, the balance between shared elements and foreign exchange factors is considered so that excessive risk is not promoted.
The rewards are reviewed every year, accompanying all of the elements of Sobokpus rewards, and ensuring the competitiveness as a whole reward package.
Reward secretariat
The overall reward for senior managers has an option consisting of appropriate components:
Basic salary
Fixed salary of senior managers shall comply with market practices and be competitive, based on specific employees' responsibilities, duties, and work results. However, the same basic principles are used for all employees who are autonomous from geographical positions, and actual remuneration depends on the district market standards, which may fluctuate depending on the condition. The Supreme Instructor has no remuneration to fulfill the duties of a group company.
At this point, it is necessary to secure the penetration and consistency of behavior to achieve strategic goals, for example, at the group level and at the individual level. In addition, we must also take into account the rare efforts and benefits of giving profits to groups and shareholders.
The compensation provided by the company must be competitive and in line with market practices. Rewards must use all means to contribute to the company's strategy and profits. In particular, in addition to fixed salaries and other natural payments, members of senior managers who do not receive rewards as a company director have the ability to connect appropriate fluctuation elements.
-Parious fluctuations that are likely to be associated with the achievement of shor t-term businesses (appropriate economic or no n-financial goals, the number of times related to market reporting targets to be achieved in a specific quarter or daily) Used);
-In order to ensure the lon g-term interests of the company, and to secure a lon g-term association with shareholders through the mechanics of the company's promotion, a system is likely to be motivated based on promotion.
The combination of the above components reflects the zone of individual responsibilities, immediate responsibilities and work, as in a shor t-term opportunity for the interests of the profit company and its shareholders. We aim to create a sufficiently equal reward. In particular, the balance between shared elements and foreign exchange factors is considered so that excessive risk is not promoted.
The rewards are reviewed every year, accompanying all of the elements of Sobokpus rewards, and the competitiveness of the overall reward package is ensured.
Reward secretariat
The overall reward for senior managers has an option consisting of appropriate components:
Basic salary
Fixed salary of senior managers shall comply with market practices and be competitive, based on specific employees' responsibilities, duties, and work results. However, the same basic principles are used for all employees who are autonomous from geographical positions, and actual remuneration depends on the district market standards, which may fluctuate depending on the condition. The Supreme Instructor has no remuneration to fulfill the duties of a group company.
mission
-In order to achieve the strategic goal of the company, we will provide reliable top management members of the relevant level and provide reliable evidence to maintain.
-Take the market value of the role, the experience, abilities, and work results of employees' companies.
Business: Fixed salary is paid in cash every month through payment of payments, and is reviewed every year every year. The Reward Committee will consider the fixed basic salary of the Chief Executive Officer and provide the General Manager a budget to review the fixed basic salary of senior leadership.