Notice to Billerud's annual general meeting 2024

Notice of participation at the meeting shall be given no later than by Wednesday 15 May 2024 by submission of a notice of participation or postal vote, see below.

The notice to the annual general meeting, including the board's and the nomination committee's complete proposals to the annual general meeting, is attached to this press release. The notice document is also available on Billerud's website www.billerud.com/about-us/corporate-governance/general-meetings.

Agenda items in brief

The board's proposed agenda for the annual general meeting, and the complete proposals, are included in this document. The proposed resolutions are, in brief, the following.

Annual report, dividend and discharge of liability

• The meeting shall resolve to adopt the annual report for 2023. The annual report is available at the company's website at www.billerud.com/investors/financial-reports.
• The meeting shall resolve upon the distribution of the year's result. The board proposes a dividend of SEK 2.00 per share. The dividend is estimated to be paid out to the shareholders on Tuesday 28 May 2024.
• The meeting shall resolve whether or not to discharge the board and CEO from liability for the 2023 financial year.

Election of board and auditor, as well as remuneration to the board and auditor

• The meeting shall elect the company's board of directors. Current board members Regi Aalstad, Florian Heiserer, Magnus Nicolin, Jan Svensson (chairman), and Victoria Van Camp are proposed for re-election. In addition, Andreas Blaschke is proposed as new member of the board. Jan Åström has declined re-election to the board at the annual general meeting 2024.
• The meeting shall resolve on remuneration to the board and auditor. The nomination committee proposes increased fees for the board work, and that the auditor's fee shall be paid in accordance with approved invoices.
• The meeting shall elect auditor. The nomination committee proposes that KPMG is re-elected as auditor for one more year, in which case Hök Olov Forsberg will continue as the auditor-in-charge.

Remuneration and performance based long-term share program for 2024

• The meeting shall resolve on approval of the remuneration report for 2023.
• The meeting shall resolve on the board’s proposal to adopt new guidelines for remuneration to senior executives. The only significant change in the proposed new guidelines, compared to the guidelines adopted by the annual general meeting in 2022, is that the possibility for the board to offer members of the Group Management Team employed in the US participation in cash-based long-term incentive programs has been removed.
• The meeting shall resolve on the board's proposal to introduce a performance based long-term share program for 2024 for the CEO, other members of the Group Management Team (GMT members) and other key employees within Billerud. In all material respects, the proposed program follows the same structure as the share-based incentive programs for 2021, 2022 and 2023, with the addition of a new sustainability-related performance condition, and is described in detail below.

Authorisation for the board to resolve on repurchases of own shares

• The meeting shall resolve on the board's proposal to authorise the board to resolve on repurchases of own shares up to a holding that corresponds to a maximum of 10 percent of the total number of outstanding shares in the company, for the purpose of giving the board more options in its efforts to deliver long-term shareholder value and total return, as well as to secure delivery of shares to participants of the proposed share-based incentive program for 2024 and potential future share-based incentive programs.

Participation

Shareholders who wish to participate in the annual general meeting must:

• be recorded as a shareholder in the presentation of the share register (maintained by Euroclear Sweden) concerning the circumstances on Monday 13 May 2024 (the so called "Record Date"); and
• give notice of participation no later than Wednesday 15 May 2024.

Participation at the meeting venue

Shareholders who wish to participate in the meeting at the meeting venue, in person or by proxy, must give notice of participation to Billerud no later than Wednesday 15 May 2024. Notice of participation may be submitted:

• by mail to Billerud AB (publ), "Annual General Meeting 2024", c/o Euroclear Sweden AB, P.O box 191, SE-101 23 Stockholm, Sweden;
• by telephone to +46 8402 90 62; or
• on https://anmalan.vpc.se/EuroclearProxy.

Shareholders shall in their notice of participation state their name, personal identification number or company registration number, address, phone number and advisors (not more than two), if applicable.

If the shareholder is represented by proxy at the meeting venue, a written and dated power of attorney, as well as, for legal entities, a registration certificate or other corresponding documentation, should be sent to the company to the address Billerud AB (publ), "Annual General Meeting 2024", c/o Euroclear Sweden AB, P.O box 191, SE-101 23 Stockholm, well before the meeting. A template proxy form is available at the company's website at www.billerud.com/about-us/corporate-governance/general-meetings.

Participation through postal voting

Shareholders who wish to participate in the annual general meeting by postal voting must give notice of participation by casting their postal vote so that it is received by Euroclear Sweden (administrating the forms on behalf of Billerud) no later than Wednesday 15 May 2024. A dedicated form shall be used for the postal vote. The form is available at Billerud's website www.billerud.com/about-us/corporate-governance/general-meetings. The completed form can be submitted electronically, either through BankID verification via Euroclear Sweden's website in accordance with instructions on https://anmalan.vpc.se/EuroclearProxy or by sending the completed and signed form by e-mail to generalmeetingservice@euroclear.com. The completed and signed form may also be sent by mail to Billerud Aktiebolag (publ), "Annual General Meeting 2024", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.

If the shareholder submits its postal vote by proxy, a written and dated power of attorney shall be enclosed with the postal voting form. A template proxy form is available at the company's website www.billerud.com/about-us/corporate-governance/general-meetings. If the shareholder is a legal entity, a registration certificate or a corresponding document for the legal entity shall be enclosed with the postal voting form. Further instructions can be found on the postal voting form and on Euroclear Sweden's website at https://anmalan.vpc.se/EuroclearProxy.

Please note that shareholders who wish to attend the meeting venue in person or by proxy must give notice of participation in accordance with the instructions under the heading "Participation at the meeting venue" above. This means that a notice of participation only through postal voting is not sufficient for shareholders who wish to attend the meeting venue.

Nominee-registered shares (voting rights registration)

In order to be entitled to participate in the annual general meeting, shareholders whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Monday 13 May 2024. Such registration may be temporary (so-called voting rights registration), and is requested from the nominee in accordance with the nominee's routines, and at such time in advance as determined by the nominee. Voting rights registrations that have been effectuated by the nominee no later than Wednesday 15 May 2024 will be taken into account in the presentation of the share register for the annual general meeting.
 

Proposed agenda for the annual general meeting 2024

1. Opening of the meeting.

2. Election of chairman of the meeting.

3. Drawing up and approval of the voting list.

4. Election of one or two persons to verify the minutes.

5. Determination as to whether the meeting has been duly convened.

6. Approval of the agenda.

7. Presentation by the CEO.

8. Presentation of the annual report and the auditors' report as well as the consolidated accounts and consolidated auditors' report for the 2023 financial year.

9. Resolution on

(a) the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for 2023,

(b) the distribution of the company's profits based on the adopted balance sheet for 2023 and the record date for the dividend, and

(c) discharge of personal liability for board members and the CEO for the year 2023.

10. Presentation of the remuneration report for approval.

11. Resolution on number of board members to be elected by the meeting.

12. Resolution on remuneration for board members and committee work and on fees for auditors.

13. Election of board members:

(a) Regi Aalstad (re-election, proposed by the nomination committee),

(b) Florian Heiserer (re-election, proposed by the nomination committee),

(c) Magnus Nicolin (re-election, proposed by the nomination committee),

(d) Jan Svensson (re-election, proposed by the nomination committee),

(e) Victoria Van Camp (re-election, proposed by the nomination committee), and

(f) Andreas Blaschke (new election, proposed by the nomination committee).

14. Election of chairman of the board.

15. Election of auditor.

16. Resolution regarding guidelines for remuneration to senior executives.

17. Resolution regarding a performance based long-term share program for 2024, including resolutions to

(a) implement a performance based long-term share program for 2024, and

(b) transfer own shares to the participants.

18. Resolution on authorisation for the board to resolve on repurchases of own shares.

19. Closing of the meeting.
 

For further information, please contact:

Andreas Mattsson, General Counsel, +46 553 335 16