This is the full astonishing speech from a leading Tory lockdown sceptic MP as he announces he’s going to walk around London with a pint of milk to protest against coronavirus restrictions.
Prince Philip: William and Harry to walk apart as Queen sits alone at funeralBrothers will be separated by cousin Peter Phillips as they walk behind coffin, Buckingham Palace reveals Prince Philip’s funeral will take place at St George’s chapel, Windsor Castle, on Saturday. Photograph: Justin Tallis/AFP/Getty
WASHINGTON — The Biden administration Thursday morning announced a wide range of punitive measures targeting Russia, including sanctions and the expulsion of diplomats, in response to the country’s aggressive behavior. The announcement follows an expansive review of Russia’s activities, ranging from its interference in the 2020 U.S. presidential elections to placing bounties on U.S. soldiers in Afghanistan, and includes a specific, tailored set of responses, leaving options for future action depending on how Moscow responds.
In the immediate aftermath of the first major eruption of La Soufrière, Cable & Wireless Communications activated its emergency teams on the ground in St. Vincent and across the region to quickly respond to the needs of employees, their families, customers, and the broader community.
The MP told a local magazine the occasion demonstrated the "charm and pain of remote work."
A court in Abidjan on Thursday handed a life sentence to former warlord Amade Oueremi for his part in March 2011 massacres in western Ivory Coast in which hundreds were killed. Oueremi had faced 24 charges of mass murder, rape, and inhumane and degrading treatment over the violence in Duekoue, which occurred as Ivory Coast was in the grip of a post-election civil war.The Red Cross says 817 people were killed in one day in Duekoue, while the UN puts the toll at 300.Oueremi's lawyer said he did not deny the massacres, but that he was under the command of rebel chiefs.Ivory Coast's cocoa-producing western region was the worst-hit during the 2010-11 post-election crisis.Then president Laurent Gbagbo was eventually forced out of office after refusing to accept defeat by the current president, Alassane Ouattara. The months-long conflict claimed some 3,000 lives and split the country along north-south lines.Oueremi, 57, was head of a militia that fought alongside pro-Ouattara rebels against rival groups and forces loyal to Gbagbo, which have also been accused of atrocities.According to the UN and other international organisations, the capture of Duekoue in March 2011 by pro-Ouattara fighters was accompanied by large-scale massacres.The trial began on March 24 and has notably featured testimony from women who spoke of their husbands and other relatives being brutally killed in front of them.(FRANCE 24 with AFP)
There is a "low to medium" risk that Russia will invade Ukraine over the next few weeks, the top U.S. general in Europe said on Thursday, in the first such military assessment amid mounting concern about Russian troop movements toward Ukraine's borders. Air Force General Tod Wolters declined to explain the intelligence driving his assessment, which does not suggest the U.S. military expects a Russian invasion at this point, but is not ruling one out or playing down the risk. But Wolters later suggested his view about the risks in the coming weeks and months was at least partly based on the disposition of Russian forces.
PRESS RELEASE DATED APRIL 15, 2021 SIMPLIFIED TENDER OFFER FOR THE SHARES OF [Natixis logo] initiated by the company [BPCE logo] presented by[JPMorgan logo]Bank presenting the offer and acting as guarantor PRESS RELEASE RELATING TO THE AVAILABILITY OF THE OFFER DOCUMENT PREPARED BY BPCE TERMS OF THE OFFER: €4.00 per share of Natixis (ex-dividend) OFFER PERIOD: 20 trading daysThe timetable for the simplified tender offer referred to herein (the “Offer”) will be set out by the Autorité des marchés financiers (the “AMF”) in accordance with provisions of its General Regulation. [AMF logo] This press release (the “Press Release”) was prepared and made available to the public pursuant to Article 231-27, 2° of the AMF’s General Regulation. Pursuant to Article L. 621-8 of the French Monetary and Financial Code and Article 231-23 of the AMF’s General Regulation, the AMF has, in accordance with the clearance decision of the public tender offer dated April 15, 2021, affixed visa no. 21-107 on the offer document (the “Offer Document”). The Offer Document has been prepared by BPCE and is the responsibility of its signatories. The visa, in accordance with the provisions of article L. 621-8-1, I of the French Monetary and Financial Code, has been granted after the AMF has verified “whether the document is complete and comprehensible, and whether the information it contains is consistent”. It does not imply either approval of the appropriateness of the transaction or authentication of the accounting and financial information presented. IMPORTANT NOTICE In the event that the number of shares not tendered to the Offer by the minority shareholders of Natixis does not represent more than 10% of the share capital and voting rights of Natixis following the Offer, BPCE intends to implement, at the latest within three (3) months following the closing of the Offer, in accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF’s General Regulation, a squeeze-out procedure in order to transfer the Natixis shares not tendered to the Offer in exchange for compensation equal to the Offer price. The Offer Document must be read together with all other documents published in relation to the Offer. Specifically, in accordance with Article 231-28 of the AMF’s General Regulation, a description of the legal, financial and accounting characteristics of BPCE will be made available to the public no later than the day preceding the opening of the Offer. A press release will be issued, no later than the day preceding the opening of the Offer, to inform the public of the manner in which this information will be made available. The Offer Document is available on the websites of the AMF (www.amf-france.org) and BPCE (www.groupebpce.com) and may be obtained free of charge from: BPCE 50, avenue Pierre Mendès France75013 Paris FranceJPMorgan (France)14, place Vendôme 75001 Paris France 1. OVERVIEW OF THE OFFER Pursuant to Title III of Book II and more specifically Articles 233-1, 1° et seq. of the AMF’s General Regulation, BPCE, a limited liability corporation (société anonyme avec directoire et conseil de surveillance) with a share capital of EUR 173,613,700, having its registered office at 50 avenue Pierre Mendès France, 75013 Paris, registered with the Paris Trade and Companies Register under number 493 455 042 (hereafter, “BPCE” or the “Offeror”), undertook to make an irrevocable offer to the holders of shares of the company Natixis, a limited liability corporation (société anonyme à conseil d’administration) with a share capital of EUR 5,052,644,851.20, having its registered office at 30 avenue Pierre Mendès France, 75013 Paris, registered with the Paris Trade and Companies Register under number 542 044 524 (the “Company” or “Natixis”), the shares of which are traded on the compartment A of the Euronext Paris regulated market under ISIN Code FR0000120685, ticker symbol “KN” (the “Shares”), to acquire all the Shares that BPCE does not hold directly or indirectly on the date of the Offer Document at the unit price of EUR 4.00 (ex-dividend) (the “Offer Price”), as part of a simplified tender offer, the terms and conditions of which are described hereafter (the “Offer”). BPCE is a credit institution, central body of the cooperative banking group composed of the Banques Populaires and the Caisses d’Épargne networks, as well as other affiliated credit institutions, including Natixis. BPCE’s status is governed by the French Monetary and Financial Code. As of the date of the Offer Document, BPCE holds 2,227,221,174 Shares and the same number of theoretical voting rights representing 70.53 % of the capital and theoretical voting rights of the Company1. The Offer targets all the Shares not held by the Offeror or assimilated thereto: which are already issued, i.e. to the knowledge of the Offeror at the date of the Offer Document, a maximum number of 928,220,277 Shares, it being specified that the treasury Shares held by the Company are not targeted by the Offer2, andwhich are likely to be issued before the closing of the Offer in connection with the definitive acquisition of the free shares granted by the Company i.e., to the knowledge of the Offeror at the date of the Offer Document and on the basis of the tentative timetable presented in section 2.7 of this Press Release, a maximum number of 298,166 new Shares3, i.e., to the knowledge of the Offeror at the date of the Offer Document, a maximum number of Shares targeted by the Offer equal to 928,518,443. To the knowledge of the Offeror, there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the free shares granted by the Company to certain corporate officers and employees and described in section 2.3 of this Press Release. The Offer, which will be followed, if applicable, by a squeeze-out procedure pursuant to Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF’s General Regulation, will be conducted following the simplified procedure in accordance with the provisions of Article 233-1 et seq. of the AMF’s General Regulation. The duration of the Offer will be twenty (20) trading days corresponding to twenty (20) business days in the United States. In accordance with the provisions of Article 231-13 of the AMF’s General Regulation, on February 10, 2021, JPMorgan Chase Bank, N.A., Paris branch (the “Presenting Institution” or “JPMorgan (France)”), as presenting institution of the Offer, filed the Offer with the AMF on behalf of the Offeror. JPMorgan (France) guarantees the content and the irrevocable nature of the commitments made by the Offeror in connection with the Offer. The Offeror is not acting in concert with any third party or shareholder of the Company. 1.1 Background and reasons for the Offer 1.1.1 Background of the Offer BPCE Group, whose central body is the company BPCE, is the second largest banking group in France and is supported by two networks of cooperative, autonomous and complementary commercial banks: the fourteen Banques Populaires and the fifteen Caisses d’Épargne (“Groupe BPCE”). It is a major actor in asset management, insurance, wholesale banking and specialized financial services. Natixis, a subsidiary of Groupe BPCE, is a French financial institution of international stature specialised in asset and wealth management, corporate and investment banking, insurance and payments. Natixis supports and advises its own corporate clients, financial institutions and institutional investors, as well as clients of the Groupe BPCE networks. The Offer follows the publication by BPCE on February 9, 2021 of a press release announcing that Groupe BPCE is studying a simplification of its organization and an evolution of its model. It is in the context of this reorganization that BPCE has informed the market, in its press release published on February 9, 2021, of its intention to file this Offer and to acquire the 29.4 % of the Company’s share capital that BPCE does not hold4. The reasons for the Offer are more fully described in section 1.1.3 “Reasons for the Offer” below. 1.1.2 Breakdown of the Company’s capital and voting rights Share capital of Natixis To the Offeror’s knowledge, the Company’s share capital at the date of the Offer Document amounts to EUR 5,052,644,851.20, divided into 3,157,903,032 ordinary shares of EUR 1.60 par value each, fully paid-up and all of the same class. Composition of Natixis’ shareholding structure as at March 1st, 2021 To the knowledge of the Offeror, the share capital and voting rights of the Company as at March 1st, 2021 are as follows5: ShareholdersNumber of sharesPercentage of sharesNumber of theoretical voting rightsPercentage of theoretical voting rightsBPCE2,227,221,17470.53 %2,227,221,17470.53 %Employee shareholding89,416,505*2.83 %89,416,5052.83 %Treasury shares2,461,5810.08 %2,461,5810.08 %Public838,803,77226.56 %838,803,77226.56 %Total3,157,903,032100%3,157,903,032100% *As part of its hedging strategy, FCPE Mauve Garanti carried out a stock lending transaction in early February 2021 covering the 5,017,214 Shares held by the fund. Consequently, the 5,017,214 Shares covered by the transaction are included in the free float in the table above rather than in employee share ownership plans. It is specified that the Offeror did not purchase any Natixis shares during the twelve (12) months preceding the visa of the Offer Document. 1.1.3 Reasons for the Offer The Offer is part of Groupe BPCE’s desire to simplify its operations as part of the preparation of its strategic plan. Given the economic and market outlook, the Offeror wishes to provide more strategic leeway for the development of the Company’s businesses (Asset and wealth management, Corporate & Investment Banking, Insurance and Payments), whereas the listing does not constitute an appropriate framework for achieving this goal. As a result, if the minority shareholders do not represented more than 10% of the share capital and voting rights of Natixis at the end of this Offer, it is BPCE’s intention to require the AMF the implementation of the squeeze-out procedure as described in section 1.2.5 “Intentions with respect to the squeeze-out” below. In this respect, the Offeror has mandated the Presenting Institution to carry out an evaluation of the Natixis shares, a summary of which is reproduced below. In addition, pursuant to the provisions of Articles 261-1 I, II and III of the AMF’s General Regulation, the Company’s board of directors appointed an independent expert to assess the valuation of the Company’s share price, whose report will be provided in full in the Natixis’ reply document. 1.2 Intentions of the Offeror for the next twelve months 1.2.1 Strategy and continuation of the Company’s activities Over the last ten years, Groupe BPCE has become one of Europe’s leading banking groups. Its cooperative universal bank model is decentralised and organised around three activities (Retail Banking & Insurance, Asset & Wealth Management, and Corporate & Investment Banking), covering all customer segments (retail customers, professionals, corporates, and institutional clients). At a time of significant changes in the competitive landscape of financial institutions across Europe and in light of a new, post-health crisis economic cycle, Groupe BPCE wishes to enhance the development of its businesses, by providing them with the means to increase their strategic flexibility, accelerate their development for the benefit of their customers and their performance, by simplifying its organization. To reach this goal and as part of its upcoming strategic plan, Groupe BPCE wishes to study, together with its corporate bodies, an evolution of its organization with: On one side, the retail businesses, including Retail Banking and Insurance (BPA), Financial Solutions and Expertise (SEF), and now also Insurance and Payment businesses. This would complete the movement initiated with the successful creation of the SEF division. Insurance and Payment businesses might report directly to BPCE; the terms of such a combination would be analysed at a later stage;On the other side, Groupe BPCE’s global businesses serving Large and Global Customers: Asset and Wealth Management (“Natixis Investment Managers”, “Natixis Wealth Management”), and Corporate & Investment Banking (“Natixis Corporate and Investment Banking”), would be gathered within a new structure “Global Financial Services”;A clearer model for the support functions of BPCE, Natixis and its businesses, with simplified functional links. This study will be carried out regardless of the Offer’s outcome. Any project stemming from these reflections will be submitted, if need be, to the consultation of relevant works councils. Moreover, Groupe BPCE observes that Natixis’ listing does not provide the means required for the development of its activities, whereas the strategic flexibility is greater within within Groupe BPCE than the public equity markets. Natixis clearly benefits from Groupe BPCE’s financial backing, and the Caisses d’Épargne and Banques Populaires are the first economic partners of Natixis’ businesses. As a consequence, in the perspective of the considered reorganisation, BPCE, which holds, as of the date of the Offer Document, more than 70 % of the share capital and voting rights of the Company (see section 1.1.2 “Breakdown of the Company’s share capital and voting rights” above), wishes to acquire the 29.4 % of the Company’s share capital that BPCE does not own6. Consequently, the Offer will not result in a change of control of the Company. Following this transaction, and in the event of implementation of the mandatory squeeze-out, if any, Groupe BPCE would be the largest privately-held banking institution in Europe. 1.2.2 Employment guidelines The Company will remain a separate entity with governance and functions adapted to the management of the businesses that it will be responsible for managing. Depending on the offer’s outcome and the possible delisting of Natixis, certain functions specifically related to the listing could be affected by the proposed transaction. The Offeror does not anticipate that the Offer will lead to a reduction in the workforce at Natixis, it being specified that any reorganization that may be decided upon following the Offer (see section 1.2.1 “Strategy and Continuation of the Company’s Activities” above) would be carried out in accordance with the practices of Groupe BPCE, in particular without forced departure. 1.2.3 Merger and legal reorganisation The Offeror does not intend to merge with Natixis. Moreover, the Offer will have no impact on the legal organisation of the Company. As indicated in section 1.2.1 “Strategy and pursuit of the Company’s activities” above), the Offeror is studying the possibility of implementing a direct linkage of the Company’s Insurance and Payments businesses to the Offeror, it being specified that the study of such a linkage will not be conditional upon the success of the Offer. 1.2.4 Composition of the Company’s corporate bodies and management The Company’s board of directors is currently composed of the following members: ‒ Mr. Laurent Mignon (chairman of the board of directors);‒ BPCE, represented by Ms. Catherine Halberstadt;‒ Mr. Alain Condaminas;‒ Mr. Dominique Duband;‒ Ms. Nicole Etchegoïnberry;‒ Ms. Sylvie Garcelon;‒ Mr. Philippe Hourdain;‒ Ms. Catherine Leblanc;‒ Mr. Christophe Pinault;‒ Mr. Daniel de Beaurepaire;‒ Ms. Anne Lalou*;‒ Mr. Bernard Oppetit*;‒ Ms. Catherine Pariset*;‒ Ms. Diane de Saint Victor*; and‒ Mr. Nicolas de Tavernost*. * Independent directors Mr. Nicolas Namias currently holds the position of Chief Executive Officer of the Company. It is specified that Mr. Henri Proglio holds a position of censor (censeur) in the Company’s board of director. Should the Offer be followed by a squeeze-out, it will result in the delisting of the Shares from the Euronext Paris regulated market. In this context, changes in the composition of the Company’s corporate bodies may be envisaged and will depend on the Offer’s outcome. 1.2.5 Intentions regarding the squeeze-out In accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF’s General Regulation, the Offeror intends to require the AMF, within three (3) months from the closing of the Offer, to implement a squeeze-out procedure for Natixis Shares, if the number of shares not presented to the Offer by the Company’s minority shareholders does not represent, at the end of the Offer, more than 10 % of the share capital and voting rights of Natixis. In such a case, the squeeze-out would relate to Natixis shares other than those held by the Offeror or assimilated to them (including in particular the Shares subject to the liquidity mechanisms described in section 2.3 of this Press Release). It would be made in consideration of compensation of the relevant shareholders at the Offer Price. The implementation of this procedure will result in the delisting of the Natixis shares from Euronext Paris. In the event that the Offeror is not in a position, following the Offer, to implement a squeeze-out, it reserves the right to file a buyout tender offer followed, if applicable, by a squeeze-out for the shares it does not hold directly or indirectly or in concert at that date. In this context, the Offeror does not exclude increasing its interest in the Company after the end of the Offer and prior to the filing of a new offer in accordance with the applicable legal and regulatory provisions. In this case, the squeeze-out will be subject to the control of the AMF, which will rule on its conformity in light of the independent expert’s report to be appointed in accordance with the provisions of Article 261-1 of the AMF’s General Regulation. 1.2.6 Synergies – Economic gains No synergies have been specifically identified in connection with the Offer. Groupe BPCE will continue to be active in its current businesses, including the Company’s core businesses: Asset and Wealth Management, Corporate & Investment Banking, Insurance and Payments. The potential savings in listing costs that would result from the delisting of the Company’s shares from Euronext Paris after the implementation of the squeeze-out, if need be, is not significant in relation to the amount of the transaction. 1.2.7 Dividend distribution policy The Company’s dividend policy will be consistent with the current policy: following the Offer, the Company’s dividend policy will continue to be determined by its corporate bodies based on Company’s distributive capacity, financial situation and financial needs, in accordance with any regulatory requirements applicable to the Company and by taking into account the constraints related to the current economic context. The target’s solvency ratio of Natixis (10.2% CET1 until 2021) could be adjusted upwards in the context of the strategic plan due to be announced in June 2021, in particular regarding the economic and regulatory changes. 1.2.8 Interest of the Transaction for the Offeror, the Company and its Shareholders The Offeror is offering Natixis shareholders who tender their Shares in the Offer the opportunity to obtain immediate liquidity for their entire stake at a price per Share representing a premium of 16% compared to the closing price of the Share on February 5, 20217, of 40% compared to the volume-weighted average Share price over the 60 days preceding this date, of 62% compared to the volume-weighted average Share price over the 120 days preceding this date and 66% compared to the volume-weighted average Share price over the 180 days preceding this date. A summary of the elements of appreciation of the Offer price is presented in section 3 of this Press Release. 1.3 Agreements that may have a material impact on the assessment or outcome of the Offer Other than the Liquidity Agreement (described in section 2.3 of this Press Release), the Offeror is not aware of any agreement that could affect the determination of the Offer or its outcome. 2. CHARACTERISTICS OF THE OFFER 2.1 Terms of the Offer In accordance with the provisions of Articles 231-13 and 231-18 of the AMF’s General Regulation, the draft Offer was filed on February 10, 2021 with the AMF by the Presenting Institution, acting on behalf of the Offeror. A notice of filing of the Offer has been published on the AMF’s website (www.amf-france.org) on February 10, 20218. In accordance with Article 233-1 of the AMF’s General Regulation, the Offer will be conducted following the simplified tender offer procedure. In accordance with the provisions of Article 231-6 of the AMF’s General Regulation, the Offeror irrevocably undertakes to the Company’s shareholders to acquire, at the price of EUR 4.00 per Share (ex-dividend9), all the Shares that will be tendered in the Offer during a period of twenty (20) trading days corresponding to twenty (20) business days in the United States. JPMorgan (France) guarantees the content and the irrevocable nature of the undertakings made by the Offeror in connection with the Offer in accordance with the provisions of Article 231-13 of the AMF’s General Regulation. The draft response document to the Offer, including in particular the independent expert’s report in accordance with the provisions of Article 261-1, I, 1°, 2° and 4° and II of the AMF’s General Regulation, was filed with the AMF on March 15, 202110. By a clearance decision dated April 15, 2021, the AMF declared the Offer compliant after having verified the compliance of the Offer with the legal and regulatory provisions applicable thereto and affixed visa no. 21-107 dated April 15, 2021 to the Offer Document. The AMF has published its clearance decision on its website (www.amf-france.org). Prior to the opening of the Offer, the AMF will publish a notice of opening and the timetable of the Offer and Euronext Paris will publish a notice setting out the content of the Offer and specifying the timetable and terms of its completion. The terms and conditions of the Offer are detailed in section 2 of the Offer Document. 2.2 Number and nature of the shares targeted by the Offer As of the date of the Offer Document, BPCE holds 2,227,221,174 Shares and the same number of theoretical voting rights in the Company, representing 70.53 % of the capital and theoretical voting rights of the Company11. The Offer targets all the Shares not held by the Offeror or assimilated thereto: which are already issued, i.e. to the knowledge of the Offeror at the date of the Offer Document, a maximum number of 928,220,277 Shares, it being specified that the treasury Shares held by the Company are not targeted by the Offer12, andwhich are likely to be issued before the closing of the Offer in connection with the definitive acquisition of the free shares granted by the Company i.e., to the knowledge of the Offeror at the date of the Offer Document, and on the basis of the tentative timetable presented in section 2.8 of this Press Release, a maximum number of 298,166 new Shares13, i.e., to the knowledge of the Offeror at the date of the Offer Document, a maximum number of Shares targeted by the Offer equal to 928,518,443. To the knowledge of the Offeror, there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the free shares granted by the Company to certain corporate officers and employees described in section 2.4 of this Press Release. 2.3 Situation of the beneficiaries of rights to receive Free Shares and holders of Non-Transferable Shares14 To the knowledge of the Offeror, at the date of the Offer Document, the Company has set up several plans for the allocation of Free Shares allowing the allocation of a maximum number of 6,083,355 Shares to certain employees and/or corporate officers of the Company and its group (the “Free Shares”). The table below summarises the main characteristics of the Free Shares’ allocation plans as of March 1st, 2021, to the knowledge of the Offeror. The figures presented provide an overview of the outstanding amount; shares canceled since their grant date as a result of the application of the terms and conditions of the relevant plans are therefore excluded. Plan Reference15Allocation dateAcquisition dateAvailability Date1(excluding Shares covered by the Additional Retention Commitments2)Free Shares in Acquisition Period not covered by the Additional Retention CommitmentsTotal Free Shares in Acquisition PeriodPAGA CDG201723/05/201723/05/202123/05/202364,47775,085PMP 2018Tranche 113/04/201813/04/202113/04/2023223,081223,081PMP 2018Tranche 213/04/201813/04/202313/04/2025223,081223,081PAGA CDG201823/05/2018 and 02/08/201823/05/202223/05/202468,65778,188PAGA 2019Tranche 212/04/201901/03/202201/03/20241,644,2181,650,321PAGA CDG201928/05/201928/05/202328/05/202586,72298,192PAGA 2020Tranche 110/04/202001/03/202201/10/20221,161,5751,161,575PAGA 2020Tranche 210/04/202001/03/202301/10/20232,323,2292,323,229PAGA CDG202020/05/202020/05/202420/05/2024126,396250,603Total---5,921,4366,083,355 1. The reasons for this non-transferability are detailed below. It is noted that, in accordance with the terms of the free share allocation plans, the Free Shares granted to a beneficiary will be immediately acquired and/or will become immediately transferable in case of invalidity or death of this beneficiary. Where applicable, the Availability Date (as this term is defined below) will be determined by reference to this accelerated acquisition date. 2 As defined below. The figures presented in the table above have been updated from the figures presented in section 2.5 of the draft offer document of the Offeror filed with the AMF on February 10, 2021, to take into account the following: 1,411,450 Shares were issued as of March 1st, 2021 under the “PAGA 2018 - Tranche 2” plan (and 385,102 Free Shares granted under the said plan lapsed following the departure of certain beneficiaries or due to the failure to comply with performance conditions);540,080 Shares were issued as of March 1st, 2021 under the “PAGA 2019 - Tranche 1” plan (and 289,855 Free Shares granted under the said plan lapsed following the departure of certain beneficiaries or due to the failure to comply with performance conditions) ;9,642 Free Shares granted under the “PAGA 2019 - Tranche 2’ plan lapsed following the departure of certain beneficiaries;16,124 Free Shares granted under the “PAGA 2020 - Tranche 1” plan lapsed following the departure of certain beneficiaries; and32,249 Free Shares granted under the “PAGA 2020 - Tranche 2” plan lapsed following the departure of certain beneficiaries. It is specified that, on the basis of the tentative timetable presented in section 2.7 of this Press Release scheduling a closing date of the Offer occurring Before March 1st, 2022, a maximum number of 298,166 Free Shares may be issued in connection with the definitive acquisition of these Free Shares, and these Shares are therefore targeted by the Offer. Moreover, it is also specified that some Shares currently held by the beneficiaries of some free share plans (or which will be held by these beneficiaries in case of termination of the acquisition period prior to the estimated closing date of the Offer) are non-transferable at the date of the Offer Document and will remain non-transferable until the estimated closing date of the Offer (the “Non-Transferable Shares”), including regarding some Shares for which the retention period has, or will have, expired at the date of the Offer Document or at estimated closing date of the Offer. The Non-Transferable Shares correspond to: A maximum number of 110,521 non-transferable Shares (including 99,913 Shares which are already issued at the date of the Offer Document and 10,608 Shares which are likely to be issued before the closing of the Offer) because of: the retention commitments provided by the regulations of the Free Share allocation plans under which all or part of the Shares received by the members of the General Management Committee of Natixis are non-transferable until the holder ceases its duties within the senior management committee; and/orthe provisions of Article L. 225-197-1 II of the French Commercial Code, pursuant to which the board of directors of Natixis has imposed on the corporate officers of Natixis a commitment to retain their securities until the termination of their duties, (the “Additional Retention Commitments”); (ii) A maximum number of 5,058,974 non-transferable Shares (including 4,771,416 Shares which are already issued at the date of the Offer Document and 287,558 Shares which are likely to be issued before the closing of the Offer) pending the expiration of a tax holding period (period provided by the a of A of paragraph 1 ter of Article 150-0 D of the French General Tax Code for the Shares eligible to the benefit of the provisions of Article 200 A, paragraph 3 of the French General Tax Code, in its redaction provided by Article 135 of the law n°2015-990 dated August 6, 2015 for growth, activity and equal economic opportunity. Therefore, to the knowledge of the Offeror at the date of the Offer Document, and subject to the anticipated acquisition and transferability events provided for by law16, the Free Shares may not be tendered in the Offer, to the extent that the acquisition or retention periods of the Free Shares will not have expired before the closing of the Offer. The Offeror will propose to the beneficiaries of the Free Shares and to the holders of Non-Transferable Shares to enter into put and call options of their Free Shares and Non-Transferable Shares in order to enable them to benefit from cash liquidity for the Free Shares and the Non-Transferable Shares that could not be tendered in the Offer (the “Liquidity Agreement”). The Non-Transferable Shares, the holders of which will have entered into a Liquidity Agreement, will not be tendered in the Offer. Pursuant to the Liquidity Agreement, the Offeror will grant to each beneficiary of Free Shares and holder of Non-Transferable Shares a put option, exercisable as of the Availability Date, followed by a call option granted by each beneficiary of Free Shares and holder of Non-Transferable Shares to the Offeror, exercisable as of the end of the exercise period of the put option, and in the absence of exercise thereof. The put and call options may, however, only be exercised in the event that the Offeror is in a position to implement a squeeze-out following the Offer, pursuant to Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF’s General Regulation. The “Availability Date” shall correspond to the day on which the Shares subject to a Liquidity Agreement will become transferable as a result of (i) the expiry of the acquisition period, the holding period (if applicable), or, as the case may be, the tax holding period, or (ii) the termination of duties in respect of which the holder of such Shares was subject to a holding commitment. The exercise price per Share in the put and call options (the “Exercise Price”) will be determined by applying a formula that affects the Offer Price by a coefficient calculated as follows: the numerator is BPCE’s aggregate net income Group share17 for the three financial years preceding the date on which the Shares become available; andthe denominator is BPCE’s aggregate net income Group share18 for the 2020, 2019 and 2018 financial years, however, any distributions 19 made between the date of signature of the Liquidity Agreement and date of exercise of the options will be deducted from the Exercise Price thus determined. The Exercise Price formula is thus as follows: Exercise Price = P0 × [((NI (N) + NI (N – 1) + NI (N – 2)) / (NI (2020) + NI (2019) + NI (2018))] - D Where: P0 is equal to the Offer Price;NI (N) is equal to BPCE’s net income Group share20 for year N, "N" being the last financial year preceding the Availability Date of the Shares;D is equal to the amount of all distributions per Share made by the Company between the date on which the Liquidity Agreement is signed21 and the vesting date of the Share. If it was determined at the date of this Offer Document, the Exercise Price, as calculated in accordance with the above formula, would result in the Offer Price. In the event of implementation, if need be, of the squeeze-out, the Shares subject to the liquidity mechanisms described above will be assimilated to the Shares held by the Offeror in accordance with Article L. 233-9 I, 4° of the French Commercial Code, and will not be subject to the said squeeze-out but will be transferred to the Offeror in the future as part of the Liquidity Agreement, subject to its execution by the relevant beneficiary or holder. 2.4 Conditions for the Offer’s opening As of the date of the Offer Document, the opening of the Offer remains, in accordance with the provisions of Article 231-32 of the AMF’s General Regulation, subject to the prior authorization of the authorities listed below, due to the indirect increase of the Offeror’s holding in the share capital and voting rights of some entities and interests held by the Company: ‒ The AMF’s authorisation, pursuant to the provisions of Article L. 532-9-1 of the French Monetary and Financial Code, with respect to the following portfolio management companies: - AEW Ciloger; - H2O AM Europe; - Ostrum Asset Management; - Seventure Partners; - Thematics Asset Management; - Vauban Infrastructure Partners; and - Galia Gestion, ‒ the Autorité de contrôle prudentiel et de resolution’s authorisation, pursuant to the provisions of Article L. 322-4 of the French Insurance Code and with respect to the insurance company Compagnie Française d’Assurance pour le Commerce Extérieur; and ‒ the authorisation of the Commission de Surveillance du Secteur Financier, in Luxembourg, for the portfolio management company AEW S.à r.l., (together, the “Regulatory Authorisations”). The Offeror has informed all the regulators concerned by the Offer and has filed all applications for Regulatory Authorization as of the date of the Offer Document. The shareholders of the Company will be informed of the grant of these Regulatory Authorisations and the opening of the Offer by a press release published by the Offeror. The Offeror has also taken steps to identify, and as the case may be obtain, in light of the applicable legislation, all other administrative formalities required in the relevant countries. 2.5 Offeror’s right to purchase Shares during the Offer period As from the filing of the proposed Offer with the AMF, and until the opening of the Offer, the Offeror reserves the right to purchase Shares, on or off-market, in accordance with the provisions of Articles 231-38 and 231-39 of the AMF’s General Regulation. 2.6 Procedure for tendering in the Offer The Offer will be open for a period of twenty (20) trading days corresponding to twenty (20) business days in the United States. The attention of the Company’s shareholders is drawn to the fact that, as the Offer will be conducted following the simplified procedure, in accordance with the provisions of Articles 233-1 et seq. of the AMF’s General Regulation, it will not be reopened following the publication of the definitive result of the Offer. The Shares tendered in the Offer must be freely negotiable and free from any lien, pledge, collateral or other security or restriction of any kind on the free transfer of their ownership. The Offeror reserves the right to reject, in its sole discretion, any Shares tendered in the Offer that do not fulfil this condition. Shareholders of the Company who wish to tender their Shares in the Offer may sell their Shares on the market. The settlement-delivery of the Shares sold (including the payment of the price) will occur on the second trading day following the day of execution of the orders, and the trading costs (including the corresponding brokerage fees and VAT) relating to such transactions will remain entirely at the expense of the Shareholders tendering their Shares in the Offer, it being specified that: Shareholders of the Company who wish to tender their Shares to the Offer may sell their Shares on the market. The settlement and delivery of the Shares sold (including the payment of the price) will take place on the second trading day following the day of execution of the orders, and the trading costs (including the corresponding brokerage fees and VAT) relating to these transactions will remain entirely at the expense of the shareholders tendering their Shares in the Offer, it being specified that: ‒ The shareholders of the Company whose Shares are registered with a financial intermediary (bank, credit institution, investment firm, etc.) and who would like to tender their Shares in the Offer must submit to their financial intermediary an irrevocable sale order at the latest on the (included) closing date of the Offer, using the model made available to them by such financial intermediary; ‒ The Shares held in registered form will have to be converted into bearer form in order to be tendered in the Offer. Accordingly, holders of Shares held in registered form who wish to tender their Shares in the Offer will have to request the conversion of their Shares into bearer form to an authorised intermediary as soon as possible. It is specified that the conversion to bearer form of Shares held in registered form will result in the loss for such shareholders of the benefits associated with holding such Shares in registered form. The transfer of ownership of the Shares tendered in the Offer and all of the rights attached thereto (including the right to dividends) will occur on the date of registration in the Offeror’s account, in accordance with the provisions of Article L. 211-17 of the French Monetary and Financial Code. It is reminded, if need be, that any amount due in connection with the tendering of the Shares in the Offer will not bear interest and will be paid on the settlement-delivery date. Orders to tender the Shares to the Offer will be irrevocable. The Offer will be carried out through purchases on the market, in accordance with the provisions of Article 233-2 of the AMF’s General Regulation. J.P. Morgan AG, investment services provider qualified as a member of the bidding market, will purchase, on behalf of the Offeror, all Shares which will be tendered in the Offer in accordance with applicable regulations (including Euronext notice N4-03). The Offer and all related documents are subject to French law. Any dispute or litigation of any nature whatsoever relating to this Offer will be brought before the competent courts. 2.7 Tentative timetable of the Offer Prior to the opening of the Offer, the AMF will publish a notice of opening and timetable, and Euronext Paris will publish a notice announcing the terms and timetable of the Offer. A tentative timetable is proposed below and will be adjusted according to the date of obtention of the Regulatory Authorisations: DatesPrincipal Stages of the OfferFebruary 9, 2021Announcement of the draft OfferFebruary 10, 2021Filing of the draft Offer and the draft offer document of the Offeror with the AMFOfferor’s draft offer document made available to the public and posted to the websites of the AMF (www.amf-france.org) and the Offeror (www.groupebpce.com) Publication by the Offeror of a press release announcing the filing of the Offer and availability of the draft offer documentMarch 15, 2021Company’s draft reply document filed with the AMF, including the reasoned opinion of the Company’s board of directors and the independent expert’s report Company’s draft reply document made available to the public and posted to the websites of the AMF (www.amf-france.org) and the Company (www.natixis.com) Publication by the Company of a press release announcing the filing of the Offer and availability of Company’s draft reply document April 15, 2021Declaration of conformity of the Offer issued by the AMF, which serves as the approval (“visa”) of the Offeror’s Offer Document and the Company’s reply documentApril 15, 2021Offeror’s Offer Document is made available to the public and posted to the websites of the AMF (www.amf-france.org) and the Offeror (www.groupebpce.com) Publication by the Offeror of a press release specifying the terms and conditions for making the Offer Document available to the publicCompany’s reply document made available to the public and posted to to the websites of the AMF (www.amf-france.org) and the Company (www.natixis.com)Publication by the Company of a press release specifying the terms and conditions for making the reply document available to the public28 May 2021Annual general meeting of Natixis’s shareholders to approve the financial statements for the year ending December 31, 2020 (the amount of the dividend proposed by Natixis for its financial year ending December 31, 2020 is 0.06 euro per share)June 2021 (indicative date)Obtention of the last of the Regulatory Authorisations described in section 2.5 of the Offer Document [__] 2021Information relating to the Offeror’s legal, financial, accounting and other characteristics is made available to the public and posted to the websites of the AMF (www.amf-france.org) and the Offeror (www.groupebpce.com) Publication by the Offeror of a press release specifying the terms and conditions for the provision of information relating to the legal, financial, accounting and other characteristics of the Offeror Information relating to the Company’s legal, financial, accounting and other characteristics is made available to the public and posted to the websites of the AMF (www.amf-france.org) and the Company (www.natixis.com) Publication by the Company of a press release specifying the terms and conditions for the provision of information relating to the legal, financial, accounting and other characteristics of the Company [__] 2021Publication by the AMF of the notice for the opening of the OfferPublication by Euronext Paris of the notice relating to the Offer and its terms and conditions[__] 2021Opening of the Offer[__] 2021Closing of the Offer[__] 2021Publication of the notice of result of the Offer by the AMF [__] 2021Implementation of the squeeze-out procedure and delisting of the Shares from Euronext Paris, if applicable 2.8 Costs and financing terms of the Offer 2.8.1 Costs of the Offer The overall amount of the fees, costs and external expenses incurred by the Offeror in connection with the Offer, including, in particular, fees and other expenses relating to its various legal, financial and accounting advisors and any other experts and consultants, as well as publicity costs, is estimated at approximately EUR 25,000,000 (taxes excluded). In addition, the financial transaction tax pursuant to Article 235 ter ZD of the French General Tax Code will be added to these expenses and will be borne by BPCE on the shares tendered in the Offer. 2.8.2 Financing of the Offer In the event that all of the Shares targeted by the Offer are tendered in the Offer, the total amount of compensation in cash to be paid by the Offeror to the shareholders of the Company who tendered their Shares in the Offer would amount to EUR 3,714,073,772 (expenses and commissions related to the Offer excluded). The financing of the amounts due by the Offeror in connection with the Offer will be financed through the Offeror’s available cash. 2.8.3 Brokerage fees and compensation of intermediaries No fee or commission will be refunded or paid by the Offeror to a holder who tendered Shares in the Offer, or to any intermediary or person soliciting the tendering of Shares in the Offer. 2.9 Offer restrictions outside of France The Offer has not been subject to any other registration or visa application with any financial market regulatory authority outside of France and no steps will be taken for such registration or visa. The Press Release and the other documents relating to the Offer do not constitute an offer to sell or purchase securities or a solicitation of such an offer in any other country in which such offer or solicitation is unlawful or at any person to whom such offer or solicitation could not validly be made. The Company’s shareholders located outside France may not take part in the Offer unless the foreign law to which they are subject allows them to do so. Indeed, the Offer, the participation in the Offer and the communication of the Press Release may be subject to specific regulations or restrictions in certain countries. The Offer is not directed at persons subject to such restrictions, either directly or indirectly, and is not likely to be accepted from a country where the Offer would be subject to such restrictions. Accordingly, persons coming into possession of the Press Release are required to inform themselves of any restriction that may apply to them and to comply with them. Failure to comply with these restrictions may constitute a violation of the applicable stock exchange and/or securities laws and regulations in some of these jurisdictions. The Offeror will not be liable for any breach by any person of any rules and restrictions applicable to such person. United States of America The Offer will be made in the United States of America in accordance with Section 14(e) of the U.S. Securities Exchange Act of 1934 as amended (the “1934 Act”), and the rules and regulations promulgated thereunder, including Regulation 14E after applying the exemptions provided by Rule 14d-1(d) of the 1934 Act (“Tier II” exemption) and the requirements of French law. Accordingly, the Offer will be subject to certain procedural rules, in particular those relating to the timing of the settlement, waiver of conditions and payment dates, which are different from U.S. rules and procedures relating to public offers. The receipt of an amount of money under the Offer by a U.S. shareholder of Natixis may be a taxable transaction for U.S. tax purposes, including U.S. federal income tax purposes, and may be a taxable transaction under state or local tax laws, as well as foreign or other tax laws. It is strongly recommended that each Natixis U.S. shareholder should immediately seek independent professional advice regarding the tax consequences of accepting the Offer. It may be difficult for U.S. shareholders of Natixis to enforce their rights and claims under U.S. federal securities laws, since the Offeror and Natixis are companies with their respective headquarters outside the United States of America and all or some of their respective officers and directors are residents of countries other than the United States of America. U.S. shareholders of Natixis may not be able to sue proceedings in a court outside the United States against a non-U.S. company or its officers or directors alleging violations of U.S. securities laws. In addition, it may also be difficult to compel a non-U.S. company and its affiliates to submit to judgments that would be rendered by a U.S. court. To the extent permitted by applicable Laws and regulations, including Rule 14e-5 of the 1934 Act, and in accordance with customary practices in France, the Offeror and its Affiliates or its broker(s) (acting as agent or in the name and on behalf of the Offeror or its Affiliates, where applicable) and Natixis and its affiliates or its broker(s) (acting as agent or in the name and on behalf of Natixis or its affiliates, where applicable) may, before or after the date of the Press Release, directly or indirectly, purchase or arrange for the purchase of Shares outside of the Offer. Such purchases may be made on the market, on the basis of an order made at the Offer Price, or in off-market transactions at a price per Share equal to the Offer Price in accordance with the provisions of Article 231-39, II of the AMF’s General Regulation. These purchases will not be concluded at a price per Share higher than the Offer Price. To the extent that information concerning these purchases or these provisions is made public in France, it will also be made public by means of a press release or any other means that informs the U.S. shareholders of Natixis, at the following address: www.natixis.com. No purchases outside the Offer will be made by or on behalf of the Offeror, Natixis or their respective affiliates in the United States of America. Offeror's and Natixis’ financial advisory affiliates may engage in ordinary trading activities in Natixis securities, which may include making purchases or arranging for the making of certain arrangements for the purchase of such securities. This Press Release has not been filed with or reviewed by any market authority (federal or state) or other regulatory authority in the United States of America, nor has any such authority passed upon the accuracy or adequacy of the information contained in this Press Release. Any statement to the contrary would be unlawful and may constitute a criminal offence. 2.10 Tax treatment of the Offer The tax treatment of the Offer is described in Section 2.12 “Taxation of the Offer” of the Offer Document. 3. SUMMARY OF THE INFORMATION USED TO DETERMINE THE OFFER PRICE The table below presents a summary of the valuations based on the valuation criteria used, as well as the premiums induced by the Offer price, both for a price of EUR 4.00 “cum dividend” (for illustrative purposes) and for a price of EUR 4.00 “ex-dividend”22: [The valuation summary table is reproduced in the PDF version of this press release] Note: 1 Value per Share (cum dividend) based on a fully-diluted number of shares of 3,162 millions, excluding treasury shares; 2 The share price as of 8 February 2021 has not been taken into account due to significant movements on the stock; 3 Last close prior to the publication of a forum post and several equity research notes mentioning a potential “corporate event” on Natixis. 1 Based on a total number of 3,157,903,032 shares and 3,157,903,032 theoretical voting rights of the Company (information as of March 1st, 2021). In accordance with Article 223-11 of the AMF’s General Regulation, the total number of voting rights is calculated on the basis of all shares to which voting rights are attached, including shares without voting rights such as the treasury Shares. 2 The 2,461,581 treasury Shares held by the Company, representing 0.08 % of the Company’s share capital (information as of March 1st, 2021), assimilated to those held by the Offeror pursuant to Article L. 233-9, I, 2° of the French Commercial Code, are not targeted by the Offer. 3 See section 2.3 of this Press Release. 4 As of March 1st, 2021, the percentage of the Company’s share capital not held by the Offeror corresponds to 29.4% of the Company’s share capital. 5 Based on a total number of 3,157,903,032 shares and 3,157,903,032 theoretical voting rights of the Company (information as of March 1st, 2021). In accordance with Article 223-11 of the AMF’s General Regulation, the total number of voting rights is calculated on the basis of all shares to which voting rights are attached, including shares without voting rights such as the treasury Shares. 6 Based on total shares outstanding as of March 1st, 2021. 7 The Share price as of February 8, 2021 has not been taken into account due to significant movements on the stock. 8 Filing notice no. 221C0328 dated February 10, 2021. 9 Having noted, on the basis of the indicative timetable presented in section 2.8 of this Offer Document, that the opening of the Offer should only take place after the detachment of the 2020 dividend proposed to the vote of the shareholders of Natixis at the next general meeting scheduled for May 28, 2021, the Offeror has decided to provide that the price of 4.00 euros per Natixis Share is “ex-dividend”.. 10 Filing notice no. 221C0571 dated March 15, 2021. 11 Based on a total number of 3,157,903,032 shares and 3,157,903,032 theoretical voting rights of the Company (information as of March 1st, 2021). In accordance with Article 223-11 of the AMF’s General Regulation, the total number of voting rights is calculated on the basis of all shares to which voting rights are attached, including shares without voting rights such as the treasury Shares. 12 The 2,461,581 treasury Shares held by the Company, representing 0.08 % of the Company’s share capital (information as of March 1st, 2021), assimilated to those held by the Offeror pursuant to Article L. 233-9, I, 2° of the French Commercial Code, are not targeted by the Offer. 13 See section 2.3 of this Press Release. 14 As of the date of this Press Release, approximatively 400 beneficiaries hold Free Shares and/or Non-Transferable Shares. 15 The term “PAGA” refers to free performance share plans; the term “PMP” refers to the Payment business Plan; the term “CDG” refers to the senior management committee. 16 Especially pursuant to Articles L. 225-197-1 et seq. of the French Commercial Code (cause of death or invalidity of the beneficiary). 17 On an “underlying” basis, i.e., net income Group share adjusted for specific items (non-recurring or exceptional). 18 On an “underlying” basis, i.e., net income Group share adjusted for specific items (non-recurring or exceptional). 19 In particular dividends. 20 On an “underlying” basis, i.e., net income Group share adjusted for specific items (non-recurring or exceptional). 21 Except for the amount of the dividend to be paid by Natixis in respect of its financial year ending December 31, 2020 (theproposed dividend amount is equal to 0.06 euro per Share). 22Premiums implied for the Offer Price of EUR 4.00 “ex-dividend” have been calculated based on the Value per Share derived for each valuation reference (“cum dividend”), deducting from each of them EUR 0.06 per Share corresponding to the dividend proposed by Natixis for the financial year ending 31 December 2020. Attachment OPAS BPCE sur Natixis - Communiqué normé de la note d'information - ENG
The Gamecocks finished 6-15, the worst showing in Martin's 14 years of coaching at Kansas State and South Carolina. There were two program shutdowns over a stretch of 41 days in which the Gamecocks played just twice and did not have a complete team to practice because of medical protocols. Martin himself tested positive for COVID-19 twice since May, the second time a more serious illness during South Carolina's dormant period in January.
Master Of The Seas sets sail for Guineas after Godolphin one-two in Craven William Buick’s mount gets better of stablemate La BarossaJockey faces tricky choice between winner and One Ruler Master Of The Seas wins the Craven Stakes from La Barossa. Photograph: Hugh Routledge/Rex/Shutterstock
Alight Solutions (the "Company"), a leading cloud-based provider of integrated digital human capital and business solutions, on April 13, 2021 held an analyst day and provided an update on its business in connection with its planned business combination with Foley Trasimene Acquisition Corp. (NYSE: WPF, WPF WS).
The "Biodegradable Mulch Film Market - Growth, Trends, COVID-19 Impact, and Forecasts (2021 - 2026)" report has been added to ResearchAndMarkets.com's offering.
Funeral rehearsal shows first sighting of Land Rover Prince Philip helped designModified vehicle to bear duke’s coffin to St George’s Chapel as he requested The custom-built Land Rover Defender TDS 130, which the Duke of Edinburgh requested be painted in military green, is equipped with rubber grip ‘stops’ to secure his coffin. Photograph: WPA/Getty
David Cameron to Lord Hogan-Howe: the figures hired by GreensillWe take a look at the political heavyweights employed to bolster Greensill Capital’s reputation David Cameron, left, and Lex Greensill in Saudi Arabia in January 2020. Photograph: unknown
EXCLUSIVE: Matt Moulding has described his donation decision as “a no brainer”
Animation production didn’t skip a beat during the past year, and that’s great news for students aspiring to join the globally dynamic industry. Yet while some 60% of animation students are female — with some institutes of higher education saying that their numbers are higher, even up to 72% — just 20% of animation creatives are women. Of that group, 10% […]
The brothers will be separated by cousin Peter Phillips when they follow the Duke of Edinburgh’s coffin on Saturday.
The shareholders of Sinch AB (publ) (“Sinch” or the “Company”) are hereby summoned to the annual general meeting on Tuesday 18 May 2021. In order to prevent the spread of the coronavirus infection (COVID-19), the board has decided that the annual general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the general meeting. Shareholders will have the opportunity to ask questions in writing prior to the annual general meeting, see further under the heading “Shareholders’ right to request information” below. Right to attend the annual general meeting Shareholders who wish to attend the annual general meeting must: be registered in the share register kept by Euroclear Sweden AB on Friday 7 May 2021 or, if the shares are registered in the name of a nominee, request that the shares are registered in the shareholder’s own name for voting purposes by the nominee not later than on Tuesday 11 May 2021, andnotify their intention to participate by having submitted a postal vote in accordance with the instructions under the heading “Voting by post” below in such manner that Computershare AB has received the postal vote by Monday 17 May 2021, at the latest. Please note that a notification to attend the annual general meeting can only be done by a postal vote. Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register them in the shareholder’s own name in the share register kept by Euroclear Sweden AB in order to participate in the annual general meeting. As set out above, the nominee must have performed such registration with Euroclear Sweden AB by Tuesday 11 May 2021. Therefore, the shareholder must contact its nominee well in advance of such day and re-register its shares in accordance with the nominee’s instructions. Voting by post The board has decided that the shareholders shall have the opportunity to exercise their voting rights by a postal vote pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. When voting by post, the shareholder shall use the voting form and follow the Company's instructions that are available on the Company's website: www.sinch.com and at the Company’s offices, Lindhagensgatan 74, SE-112 18, Stockholm. A completed and signed voting form should be sent by mail to Computershare AB, “AGM of Sinch AB”, Box 5267, SE-102 46 Stockholm. Completed forms must be received by Computershare AB by Monday 17 May 2021, at the latest. The completed and signed form may alternatively be submitted electronically and is then to be sent to info@computershare.se. Shareholders can also submit their postal votes electronically with BankID through the Company’s website: www.sinch.com. If the shareholder votes by proxy, a written and dated power of attorney shall be enclosed with the voting form. Proxy form is available upon request and on the Company’s website: www.sinch.com. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the voting form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal vote becomes invalid. Further information and conditions can be found in the voting form. Proposed agenda Opening of the meetingAppointment of chairman of the meetingElection of one or two persons to verify the minutesPreparation and approval of the voting listApproval of the agendaDetermination that the meeting has been duly convenedPresentation of the annual report and the auditors’ report as well as the consolidated annual report and the auditors’ group reportResolution on: adoption of the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet;appropriation of the Company’s profit or loss according to the adopted balance sheet; anddischarge from liability towards the Company of the members of the board of directors and the CEO (including deputy CEO) Resolution on the number of members of the board of directors and deputy members as well as auditors and deputy auditorsResolution on remuneration to the board of directors and the auditorsElection of members of the board of directors, chairman of the board of directors and auditorsResolution on the principles for the nomination committee and instructions for the nomination committeeResolution on guidelines for compensation to senior executivesResolution on approval of the remuneration reportResolution on authorization for the board of directors to resolve on new issues of sharesResolution on share split and amendment to the articles of associationResolution on incentive program 2021 and issue of warrants and employee stock optionsClosing of the meeting Appointment of chairman of the meeting (item 2) The Company’s nomination committee, consisting of Jonas Fredriksson (who represents Neqst D2 AB), Ulrik Grönvall (who represents Swedbank Robur Fonder), Tomas Risbecker (who represents AMF Pension & Fonder), Marcus Lüttgen (who represents Alecta) and Erik Fröberg (chairman of the board of directors) proposes that the chairman of the board Erik Fröberg, or, in his absence, the person designated by the nomination committee, is appointed as chairman of the annual general meeting. Election of one or two persons to verify the minutes (item 3) The board of directors proposes Jonas Fredriksson, who represents Neqst D2 AB or, in his absence, the person designated by the board of directors, as, in addition to the chairman, person to verify the minutes. Also, such assignment includes verifying the voting list and that the received postal votes are correctly reflected in the minutes. Preparation and approval of the voting list (item 4) The voting list that is proposed to be approved under item 4 on the agenda is the voting list that Computershare AB has prepared, on behalf of the Company, based on a share register reflecting the shareholdings in the Company as of Friday 7 May 2021 and voting registrations of shares registered in the name of a nominee made not later than on Tuesday 11 May 2021 and received postal votes and which has been verified and approved by the persons to verify the minutes. Proposal for the appropriation of the Company’s profit or loss according to the adopted balance sheet (item 8 b) The board of directors proposes that no dividend is paid for the financial year 2020. Resolution on the number of board members and auditors, remuneration to the board members and auditors and election of the chairman of the board, other board members and auditors (items 9–11) The nomination committee proposes that the board of directors shall consist of six members, elected by the general meeting, with no deputy members and that the Company, in accordance with the recommendations of the Audit Committee, shall have a registered accounting company as auditor. The nomination committee proposes that the remuneration shall be paid with SEK 700,000 to each of the members of the board of directors who are not employed by the Company and with SEK 1,500,000 to the chairman of the board of directors. Remuneration shall be paid with SEK 100,000 to each of the members of the audit committee and with SEK 250,000 to the chairman of the audit committee. Remuneration shall be paid with SEK 50,000 to each of the members in the remuneration committee and with SEK 100,000 to the chairman of the remuneration committee. The nomination committee proposes re-election of Erik Fröberg, Renée Robinson Strömberg, Johan Stuart, Björn Zethraeus and Bridget Cosgrave and election of Luciana Carvalho as new member of the board of directors. The nomination committee proposes that Erik Fröberg shall be re-elected as chairman of the board of directors. A closer presentation of the proposed board members (including the nomination committee’s evaluation on independence) can be found on https://investors.sinch.com/. The nomination committee proposes, in accordance with the recommendations of the Audit Committee, re-election of the registered accounting company Deloitte AB as the Company’s auditor and that remuneration to the auditor is paid in accordance with approved invoices. Resolution on the principles for the nomination committee and instructions for the nomination committee (item 12) The nomination committee proposes that the election of the nomination committee for the 2022 annual general meeting shall be made according to the following model. The general meeting assigns the chairman of the board of directors to contact the four largest shareholders or owner groups in terms of votes (including both directly registered shareholders and custodian registered shareholders), based on Euroclear Sweden AB’s extract of the share register as of 30 September 2021, of which each will appoint one representative to, in addition to the chairman of the board of directors, constitute the nomination committee until a new nomination committee is appointed in accordance with the instructions of the annual general meeting 2022. If any of the four largest shareholders or owner groups decline to exercise the right to appoint a representative, the fifth largest shareholder or owner group shall be given the opportunity to exercise such right, and so on until the nomination committee consists of five members. The majority of the members of the nomination committee shall be independent in relation to the Company and the Company’s management. At least one of the members of the nomination committee shall be independent in relation to the Company’s largest shareholder or group of shareholders, in terms of votes, working together with the administration of the Company. The CEO or any another member of the Company’s management must not be a member of the nomination committee. Members of the board of directors may be appointed to the nomination committee but are not to constitute a majority of its members. If more than one member of the board of directors is appointed to the nomination committee, no more than one member may be dependent in relation to the Company’s larger shareholders. The nomination committee appoints the chairman of the committee among themselves. The chairman of the board of directors or any other member of the board of directors may not be the chairman of the nomination committee. The composition of the nomination committee must be announced no later than six months prior to the 2022 annual general meeting. If earlier than two months prior to the annual general meeting, one or more of the shareholders having appointed representatives to the nomination committee is/are no longer among the four largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the four largest shareholders may appoint their representatives. Should a member resign from the nomination committee before its work is completed and the nomination committee considers it necessary to replace him or her, such substitute member is to represent the same shareholder or, if the shareholder is no longer one of the four largest shareholders, the next largest shareholder in turn, in accordance with the principles above, but based on Euroclear Sweden AB’s transcription of the share register as soon as possible after the date the representative left the committee. Changes to the composition of the nomination committee must be announced immediately. Remuneration shall not be paid to the members of the nomination committee. The Company shall, however, pay any necessary expenses that the nomination committee may incur in its work. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced. The nomination committee shall fulfil the tasks set out in the Swedish Corporate Governance Code and shall present proposals for the following resolutions at the annual general meeting: proposal for chairman of the meeting;proposal for the board of directors;proposal for chairman of the board of directors;proposal for auditors;proposal for remuneration for the board of directors, divided between the chairman and the other members of the board of directors and any remuneration for work in the committees;proposal for remuneration for the Company’s auditors;proposal for principles for appointing a nomination committee for the annual general meeting; andproposal for amendments of the instructions for the nomination committee. The nomination committee has the right, at Sinch’s expense, to engage external consultants whom the nomination committee considers necessary to fulfil its task. Resolution on guidelines for compensation to senior executives (item 13)The board of directors proposes the following guidelines for compensation to senior executives. These guidelines do not apply to any remuneration decided or approved by the general meeting. The members of the senior executives’ team are the members of the board of directors of the Company who have entered into an employment agreement with the Company or a group Company, the CEO, deputy CEO (if applicable) and other members of the senior executives’ team who report to the before mentioned persons. The senior executives’ team in the Company currently comprises eleven senior executives, including the CEO. A prerequisite for the successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. Compensation to the CEO and other senior executives must therefore reflect Sinch’s need to recruit and motivate qualified employees by means of compensation packages perceived as fair and competitive. The board of directors is empowered to depart from the guidelines below if in a specific case there is a special cause for the deviation and a deviation is necessary to serve the Company’s long-term interests, including sustainability, or to ensure the Company’s financial viability. In the preparation of the board of directors’ proposal for these guidelines for compensation to the CEO and other senior executives, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total remuneration, the components of the remuneration and increase and growth rate over time, in the board of directors’ basis of decision. Compensation consists of the following components: • Fixed base pay • Short- and long-term variable pay • Pension benefits • Other benefits • Pay during period of notice of termination or resignation FIXED BASE PAY The fixed base pay must be market based and reflect the employee’s position, qualifications, experience and individual performance. SHORT-TERM VARIABLE PAY Short-term variable pay must be measured against predefined financial performance targets. Non-financial objectives may also be used to sharpen focus on achieving the Company’s strategic plans. Objectives must be specific, clear, measurable, subject to deadlines and adopted by the board of directors. They shall further be designed to contribute to the Company’s business strategy, long-term interests and sustainability. To which extent the criteria for awarding variable remuneration has been satisfied shall be evaluated/determined when the relevant measurement period has ended. The Remuneration Committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO and other senior executives. However, for variable remuneration to other executives, the CEO is responsible for the evaluation. Levels and targets for variable pay are suggested annually by the CEO for other senior executives and approved by the board of directors. Levels and targets for the CEO are defined by the board of directors. Short-term variable pay may not exceed 30 percent of the fixed base pay, as management compensation should be focused on long term incentives. LONG-TERM VARIABLE PAY Long-term variable pay may encompass share-related incentive programs. These guidelines do not apply to remuneration decided or approved by the general meeting. Accordingly, these guidelines to not apply to the Company’s share-related incentive programs LTI 2016, LTI 2018, LTI 2019, LTI 2020, LTI II 2020 and the proposed LTI 2021. Each year, the board of directors evaluates whether a long-term share-related incentive program should be proposed to the annual general meeting. The purpose of offering a share-related incentive program is to ensure that the interests of senior executives coincide with those of the Company’s shareholders. Individual, long-term ownership among key individuals can be expected to stimulate keener interest in the business and its profitability, increase motivation, and enhance the sense of belonging with the Company and thereby contribute to the Company’s business strategy, long-term interests and sustainability. Long-term share-related incentives also helps to retain and attract when recruiting new executives. MARKET BASED COMPENSATION The Company has acquired high quality benchmark data from third party sources to secure that compensation to the CEO and other senior executives reflects what is offered to executives in comparable positions in other companies. Market rate is also secured through recruitment processes, in the cases where executives are recruited externally. PENSIONS Pension benefits for the CEO and other senior executives must reflect customary market terms, compared with that which generally applies to executives in comparable positions in other companies, and should normally be based upon defined contribution pension plans. Retirement occurs at the relevant/applicable retirement age. Pension benefits may not exceed 35 percent of the fixed base pay to the extent higher contributions follows from an applicable collectively agreed pension plan. OTHER BENEFITS Other employee benefits may, among other things, consist of health insurance and fitness/wellness programs. The costs for such benefits may not exceed 6 percent of the fixed base pay. PAY DURING PERIOD OF NOTICE As a general rule, employment agreements entered into between the Company and senior executives shall be on an indefinite basis. If the Company terminates the CEO’s employment, the period of notice shall be a maximum of six months. If the CEO resigns, the period of notice shall be six months. A period of notice applies between the Company and other senior executives of three to six months, whether the employee resigns or is terminated. Fixed base pay and any severance pay during a period of notice shall not exceed an amount equivalent to the fixed base pay for one year. COMPENSATION TO COMPANY FOUNDERS Compensation to founders of the Company is subject to approval by the board of directors. Founders are excluded from the requirement of market-based pay, i.e. their compensation and benefits may be below market, as they are compensated through their ownership in the Company. Compensation consists of the following components: • Fixed base pay • Pension benefits • Additional vacation entitlement • Pay during period of notice of termination or resignation If a founder is temporarily covering another management position, the founder will be compensated during this period with a base pay equal to the person in the management team with the lowest salary at the time, excluding other founders. APPROVAL Changes in terms, conditions and compensation to the CEO is subject to approval from the Chairman of the board of directors. Day to day costs such as travel expenses for the CEO are approved by the CFO, and quarterly summaries are sent to the Chairman of the board of directors. New recruitments, salary changes and other significant changes for other senior executives than the CEO are subject to approval from the Chairman of the board of directors, whereas minor adjustments, and day to day costs are approved by the CEO. Payout of fixed base pay is prepared by local payroll departments and are approved before payout by the local HR representative. Payout of short-term variable pay is subject to approval from the CEO as regards other senior executives and from the Chairman of the board of directors as regards the CEO. Eligibility for share-related incentive program must be approved by the board of directors based on the proposal approved at the general meeting. CONTROLS AND DECISION-MAKING PROCESS The Company has a Remuneration Committee which consists of two members of the board of directors. The Chairman of the board of directors is also Chairman of the Remuneration Committee. The Remuneration Committee shall, in relation to the board of directors, have a preparatory function in respect of principles for remuneration, remuneration and other terms of employment regarding the senior executives. Consequently, the Remuneration Committee shall prepare a proposal in respect of guidelines for compensation to senior executives, which the board of directors shall present to, and which shall then be resolved upon by the annual general meeting. The Remuneration Committee shall also evaluate the application of the guidelines resolved upon by the annual general meeting. The board of directors shall at least every fourth year or upon material changes to the guidelines make a proposal on guidelines to be resolved by the annual general meeting. The guidelines shall be applied in relation to every commitment on compensation to senior executives and every change in such commitment, which is resolved after the annual general meeting at which the guidelines were adopted. Thus, the guidelines have no impact on already pre-existing contractually binding commitments. Guidelines resolved upon may also be amended by way of a resolution by any other general meeting. Further, the Remuneration Committee shall, within the scope of the guidelines resolved upon by the annual general meeting, prepare proposals regarding remuneration to the CEO and other senior executives. The Remuneration Committee shall annually evaluate the CEO’s performance. Further, the Remuneration Committee shall observe and evaluate programs for variable compensation to the senior executives which are ongoing or finished during the year as well as the Company’s current remuneration structure and remuneration levels. Furthermore, the Remuneration Committee shall annually prepare a remuneration report regarding the compensation to the senior executives. The remuneration report shall be made available to the share-holders on the Company’s website by the Remuneration Committee no later than three weeks prior to the annual general meeting. Within the scope and on the basis of the guidelines, the board of directors shall annually decide on the specific revised remuneration terms for each senior executive and make such other decisions on compensation to senior executives that may be required. The CEO or other senior executives shall not participate in the Remuneration Committee’s and the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. Compliance with guidelines is controlled annually through the following activities: • Collection of documented annual targets for short-term variable pay • Random samples of salary payout approvals • Sample reports from payroll systems to identify any out of the ordinary payouts The results of the controls are summarized and reported to the Remuneration Committee. Resolution on approval of the remuneration report (item 14) The board of directors proposes that the annual general meeting resolves to approve the remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act. Resolution on authorization for the board of directors to resolve on new issues of shares (item 15) The board of directors proposes that the meeting authorizes the board of directors to, on one or several occasions, until the next annual general meeting, resolve on new issues of shares to be paid in cash, in kind or by way of set-off or otherwise on terms and conditions and that such new issue can be performed with deviation from the shareholders’ preferential rights. The issues are to be performed on market conditions, taking into account any discount on market terms. The reason for the authorization and the reason for the possible deviation from the shareholders’ preferential rights is to enable capital raisings for the acquisition of companies, or parts of companies, and for the operations of the Company. The board of directors is entitled to resolve on share issues causing an increase of the Company’s share capital of at most 20 percent of the Company’s registered share capital at the time the board of directors first utilizes the authorization. Resolution on share split and amendment to the articles of association (item 16) The board of directors proposes that the annual general meeting resolves on a share split 10:1 whereby each share is divided into ten shares, and that § 5 in the Company’s articles of association is amended so that the number of shares shall be no less than 250,000,000 and no more than 1,000,000,000. Following completion of the share split, the number of shares will change from 65,023,502 to 650,235,020 shares (based on the number of outstanding shares per the date of this notice) and the quota value of each share will be changed from SEK 0.1 to SEK 0.01. The board of directors is authorized to determine the record date for the split of the Company’s shares. Proposed wording of § 5 in the Company’s articles of association: § 5 Number of shares The number of shares shall be no less than 250,000,000 and no more than 1,000,000,000. Resolution on incentive program 2021 and issue of warrants and employee stock options (item 17) Background and reasons The Company has previously implemented a number of share-related incentive programs. In view of this, the board of directors proposes that the general meeting resolves to implement an additional long-term incentive program for senior executives and key employees within the Sinch group (“LTI 2021”). The proposal to implement an incentive program has been put forward as the board of directors determines that it is important and in the interest of all shareholders to create even greater participation for current and future senior executives and key employees within the group with regard to the group’s development. It is also important to be able to attract talent over time, and to encourage continued employment. In the light of the above, the board of directors proposes that the general meeting resolves to implement the LTI 2021 in accordance with item (a)–(c) below. The resolutions under item (a)–(c) below are proposed to be conditional upon each other and for that reason it is proposed that all resolutions are to be passed as one resolution. LTI 2021 is proposed to include up to approximately 360 current and future senior executives and key employees within the Sinch group. Proposal regarding the adoption of LTI 2021 (item (a)) LTI 2021 comprises four (4) series. Series 1–3 consist of warrants (Sw. teckningsoptioner) to be transferred to employees within the Sinch group in Sweden. The warrants of series 1 have a term of approximately 3.3 years, the warrants of series 2 have a term of approximately four (4) years and the warrants of series 3 have a term of approximately five (5) years, and the holders are entitled to exercise the warrants to subscribe for shares during a period of three (3) months before the end of the term of each series of warrants. Series 4 of LTI 2021 comprise of employee stock options which will be granted to employees within the Sinch group outside Sweden. The board of directors proposes that the general meeting resolves to issue not more than 33,000 warrants, of which not more than 11,000 warrants may be issued in series 1, not more than 11,000 warrants may be issued in series 2 and not more than 11,000 warrants may be issued in series 3. Further, not more than 290,000 warrants may be issued in order to secure delivery of shares upon exercise of stock options to participants in LTI 2021 series 4. The right to subscribe for the warrants of series 1–4 shall vest in the wholly-owned subsidiary Sinch Holding AB (the “Subsidiary”), which company shall transfer the warrants of series 1–3 to employees within the Sinch group in Sweden, and keep warrants of series 4 to ensure delivery of shares upon exercise of stock options within the frame of LTI 2021 series 4. Each warrant entitles the holder to subscribe for one (1) share in the Company. The warrants shall be issued without consideration to the Subsidiary. Below is a description of the terms and conditions for each of the LTI 2021 series 1–4. Series 1–3 – Warrants The Subsidiary will transfer the warrants in series 1–3 to participants at a price corresponding to the market value of the warrants (the warrant premium). Each warrant of series 1, 2 and 3, respectively, entitles the holder to subscribe for one (1) share in the Company during the call period for each respective series at an exercise price corresponding to 110 per cent, 120 per cent and 130 per cent, respectively, of the volume-weighted average price for the Company’s share on Nasdaq Stockholm during the period from and including 4 May 2021 up to and including 18 May 2021. However, the exercise price may not be less than the share’s quota value (currently SEK 0.1). Day without price quotation shall not be included in the calculation. The call periods for exercising the warrants for subscription of shares under each series are according to the following: Series 1: from and including 17 June 2024 up to and including 17 September 2024;Series 2: from and including 17 March 2025 up to and including 18 June 2025; andSeries 3: from and including 16 March 2026 up to and including 16 June 2026. The issued warrants of series 1–3 shall, with deviation from the shareholders’ preferential rights, be subscribed for by the Subsidiary – a wholly owned subsidiary of the Company – whereafter the Subsidiary shall offer warrants to participants. The notification period, during which notice of acquisition of warrants shall be made by participants, shall indicatively start on 19 May 2021. Transfer of warrants series 1–3 to participants shall be made at a price corresponding to the market value of the warrants (the warrant premium) calculated according to an established method of valuation (the Black & Scholes valuation model) and determined in connection to the first day of the notification period. The board of directors of the Company shall be authorized to postpone the notification period during which notice of acquisition of warrants shall be made by participants. Warrants shall also be available to future new employees. For acquisitions made by future new employees, the terms shall be the same or equal to the terms that are set out in this resolution. This means, inter alia, that such acquisitions shall take place based on the, at that time, going market value of the warrants and that the board of directors shall set forth an equivalent notification period for new employees whose acquisition takes place after the initial notification period. The valuation of the warrants shall be made by an independent appraiser or audit firm. Since the warrants are acquired by the participants at market value, there are no performance conditions that need to be fulfilled in order to be offered to acquire warrants or in order to exercise a warrant for subscription of shares. However, the Company will, in connection with the transfer of the warrants to the participants, reserve a pre-emption right regarding the warrants if the participant’s employment or assignment within the group is terminated or if the participant wishes to transfer its warrants. Series 4 – Employee stock options (with warrants as hedging arrangement) Each employee stock option series 4 entitles the employee to acquire one (1) share in the Company in accordance with the following terms and conditions: The employee stock options of series 4 will be granted without consideration.Employee stock options series 4 may be granted to employees of the Sinch group who work outside of Sweden.Each employee stock option of series 4 entitles the holder to acquire one (1) share in the Company at an exercise price equal to the fair market value of the share, as determined by the closing price of the Company’s share on Nasdaq Stockholm on the last trading day immediately preceding the date of grant of each stock option (however, the exercise price may not be less than the shares’ quota value (currently SEK 0.1)).Although the allocation of employee stock options is differentiated between employees with reference to inter alia position, responsibility and working performance in the group as well as participation in previously established incentive programs of the Sinch group, there are no defined performance conditions that need to be fulfilled in order be granted employee stock options. However, the employee stock options of series 4 are subject to both performance and time based vesting requirements as set out below.Provided that the holder’s employment within the Sinch group has not been terminated as of a vesting date, and that the applicable Performance Condition (as defined below) has been satisfied as of the applicable vesting date, the employee stock options of series 4 will vest on, and become exercisable soon after, (i) the first anniversary of the date of grant (the “Initial Vesting Date”) with respect to 20 per cent of the total number of stock options granted to a participant, and (ii) the last day of each of the following 16 calendar quarters (each a “Subsequent Vesting Date”), with respect to an additional five (5) per cent at a time of the total number of stock options granted to a participant. The total vesting period, after which all granted stock options will have vested (as applicable), is five (5) years from the date of grant.In order for the stock options to vest, the Company’s consolidated adjusted EBITDA per share must, during a measurement period of between four (4) and twelve (12) calendar quarters as is further described below, have increased by an average of at least ten (10) per cent, where the change is measured as the relative change in adjusted EBITDA per share compared to the same quarter in the previous year (the “Performance Condition”). The Performance Condition will initially, in respect of the Initial Vesting Date, be measured over a period of four (4) calendar quarters, starting with the calendar quarter ongoing at the date of grant, after which the measurement period will gradually be increased by one (1) calendar quarter at each Subsequent Vesting Date. The measurement period will however never exceed twelve (12) calendar quarters and will always end on the last day of the calendar quarter immediately preceding the respective vesting date.If the applicable Performance Condition is not satisfied as of a vesting date, the stock options concerned will remain unvested and will immediately be deemed forfeited without consideration.Upon vesting, unless the employee’s employment within the Sinch group ends sooner, employee stock options of series 4 remain exercisable for a period of six (6) years from the date of grant.The detailed terms and conditions for participants in series 4 may differ between countries due to differences in local legislation, however the terms and conditions shall not be more favorable for participants than what is set out in this resolution proposal. Recalculation due to split, consolidation, new share issue etc. The exercise price for warrants series 1–3 as well as stock options series 4, determined as set out above, shall be rounded to the nearest SEK 0.1 whereby SEK 0.05 shall be rounded upwards. The exercise price and the number of shares that each warrant or stock option entitles to subscription of shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with customary re-calculation terms. Inter alia, if the share split that has been proposed by the board of directors is adopted by the 2021 annual general meeting, the number of shares that each warrant or stock option entitles to acquisition of, as well as the exercise price for each share subscribed by exercise of such warrant or stock option, will be recalculated after the effectuation of the share split. Allocation of warrants and stock options, limitations in the disposition over the warrants and the right to receive warrants and employee stock options The participants’ right to acquire warrants or to be granted employee stock options is differentiated between employees with reference to inter alia position, responsibility and working performance in the group as well as participation in previously established incentive programs of the Sinch group, and the participants have for this reason been divided into two (2) different categories: Category A – Members of the group management and selected key employees Category B – Other personnel A precondition for being entitled to acquire warrants, as regards employees in Sweden, is that the participant enters into a pre-emption agreement with the Company and that the participant acquires an equal number of warrants of series 1, 2 and 3, respectively. Pre-emption shall be made at market value, to the extent that it does not cause adverse tax consequences. The warrants are otherwise freely transferable. The right to receive employee stock options of series 4 shall vest in employees of the Sinch group outside of Sweden. The following allocation principles apply to the grant of warrants/stock options within each of the categories set out above. Maximum number of warrants/stock options for each participantTotal number of warrants/stock options within the categoryCategory A – not more than ten (10) people20,00050,000Category B – not more than 350 people5,000273,000 In the event that all warrants and/or stock options within category A are not transferred after the initial notification period, such non-transferred warrants/stock options may be offered to employees in category B, and in the event that all warrants and/or stock options within category B are not transferred after the initial notification period, such non-transferred warrants/stock options may be offered to employees in category A. The maximum number of warrants and/or stock options per person within each category as set out above may however not be exceeded for any individual. The Company’s board members, nor the founders, shall be eligible to participate in LTI 2021. Proposal regarding issue of warrants series 1–3 (item (b)) The board of directors proposes that the Company shall issue not more than 33,000 warrants for subscription of shares, whereof not more than 11,000 warrants in series 1, not more than 11,000 warrants in series 2 and not more than 11,000 warrants in series 3, whereby the Company’s share capital may be increased by not more than SEK 3,300.0 at full exercise of the warrants for subscription of shares, corresponding to approximately 0.05 per cent of the share capital in the Company as of the day of this resolution proposal. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, only vest in the Subsidiary, with the right and obligation to dispose of the warrants as described further above. Each warrant entitles the holder to subscribe for one (1) share in the Company. The warrants will be issued without consideration to the Subsidiary. In order to fulfil the commitments arising from LTI 2021, the board of directors proposes that the general meeting authorizes that the Subsidiary may assign warrants to a third party, or in another way dispose over the warrants, in accordance with the above. The warrants series 1–3 will be governed by complete terms and conditions, including inter alia re-calculation provisions. Proposal regarding issue of warrants series 4 (item (c)) The board of directors proposes that the Company shall issue not more than 290,000 warrants series 4, whereby the Company’s share capital may be increased by not more than SEK 29,000.0 at full exercise of the warrants for subscription of shares, corresponding to approximately 0.45 per cent of the share capital in the Company as of the day of this proposal. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, only vest in the Subsidiary, with the right and obligation to dispose of the warrants as described further above. Each warrant entitles the holder to subscribe for one (1) share in the Company during the period from and including 18 May 2022 up to and including 18 May 2028, at an exercise price equal to the shares’ quota value (currently SEK 0.1). The warrants shall be issued to the Subsidiary without consideration. In order to fulfil the commitments arising from LTI 2021, the board of directors proposes that the general meeting authorizes that the Subsidiary may assign warrants to a third party, or in another way dispose over the warrants, in accordance with the above. The warrants series 4 will be governed by complete terms and conditions, including inter alia re-calculation provisions. Market value of warrants Based on a market value of the underlying share of SEK 1,600.0, the market value of the warrants series 1–3 is, in accordance with a preliminary valuation made by PwC, SEK 353.8, SEK 352.5 and SEK 367.6 per warrant series 1, 2 and 3, respectively, assuming an exercise price of SEK 1,760.0, SEK 1,920.0 and SEK 2,080.0 per share. The Black & Scholes valuation model has been used for the preliminary valuation of the warrants, assuming a risk-free interest of -0.16,-0.09 and 0.00 per cent for each of the warrants series 1, 2 and 3 and an estimated volatility during the term of the warrants of approximately 36 per cent. Costs Given that the warrants of series 1–3 shall be transferred at a price corresponding to the market value of the warrants, the Company estimates that no social security costs will arise for the Company in connection with the transfer of warrants to the participants. Neither should any social security costs arise in connection to the exercise of the warrants. The employee stock options series 4 are expected to incur accounting costs (accounted for in accordance with the accounting standard IFRS 2) as well as social security costs during the term of the stock options. According to IFRS 2, the employee stock option costs shall be recorded as a personnel expense in the income statement during the vesting period. The total costs for employee stock options series 4, calculated in accordance with IFRS 2, are estimated to amount to approximately SEK 145.0 million during the term of the program (excluding social security costs). The estimated costs have been calculated based on, inter alia, the following assumptions: (i) a market price of the Company’s share of SEK 1,600.0 at the time of grant, (ii) an estimated future volatility in respect of the Company’s share during the term of the stock options of 36 per cent, (iii) that the maximum number of stock options encompassed by this resolution proposal are granted to participants and (iv) that all granted stock options will vest and be exercised. Social security costs, which are expected to arise primarily in connection to the exercise of stock options, are estimated to amount to approximately SEK 20.7 million during the term of the program, based on inter alia the assumptions set out under items (i)–(iv) above as well as an average social security rate of 3.0 per cent and an annual increase in the market price of the Company’s share of 20 per cent during the vesting period. Other costs related to the LTI 2021, including inter alia expenses related to fees to external advisors, external appraiser and administration of the incentive program, are estimated to amount to approximately SEK two (2) million during the term of the program. Based on the assumptions set out above, the total costs of the LTI 2021 are estimated to approximately SEK 167.7 million in total during the term of the program. These costs shall be seen in relation to the total employee benefits expenses of the Sinch group, which during the financial year 2020 amounted to SEK 869.4 million. Effect on important key ratios If the LTI 2021 had been implemented in 2020 and if the company had had costs in accordance with the example and based on the assumptions set out in the section “Costs” above, the adjusted EBITDA per share during the financial year 2020 would have decreased by SEK 1.20, from SEK 34.21 pro forma to SEK 33.02. The IFRS 2 costs will be accounted for during the vesting period, in accordance with the graded vesting schedule. The result of the graded vesting schedule is that 46 per cent (approximately SEK 77.7 million) of the total costs will be accounted for during the first year. The calculation has been based on adjusted EBITDA per share pro forma for 2020, assuming that (i) the acquired companies ACL Mobile Limited, SAP Digital Interconnect (SDI) and Movile Internet Móvel S.A. and Wavy Global Holdings BV (Wavy), as well as Inteliquent (the acquisition of which has been signed but not yet closed), had been a part of Sinch during the entire year 2020 and (ii) including estimated positive synergies related to the acquisitions of SDI and Wavy. If the LTI 2021 had been implemented in 2020 and if the total costs of the entire program of approximately SEK 167.7 million would have been accounted for during the financial year 2020, and otherwise based on the same assumptions as set out above, the adjusted EBITDA per share during the financial year 2020 would have decreased by SEK 2.58, from SEK 34.21 pro forma to SEK 31.63. Dilution Upon exercise of all warrants/stock options issued within the frame of LTI 2021, up to 323,000 shares (with reservation for any re-calculation) may be issued, equivalent to a maximum dilution of approximately 0.49 per cent of the shares and votes of the Company. Upon full exercise of the warrants, the Company’s share capital will increase with SEK 32,300.0. Together with warrants and stock options which have been transferred or granted to participants in LTI 2016, LTI 2018, LTI 2019, LTI 2020 and LTI II 2020 and which have not yet been exercised for subscription or acquisition of shares as of the date of this resolution proposal, the maximum dilution will amount to approximately 4.58 per cent of the shares and votes of the Company. The dilution calculations have been based on the maximum number of shares and votes which may be issued upon exercise of the warrants and stock options, divided by the total number of shares and votes in the Company after such issues. Motivation in respect of series 4 vesting and exercise conditions According to recommendations laid down by the Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning), the vesting period, or the period between the date of grant until the date when a warrant or stock option may be exercised, shall as a general rule not be shorter than three (3) years. As set out further above, vesting of employee stock options series 4 will start on the first anniversary of the date of grant of the stock options to participants, and on the third anniversary of the date of grant, up to 60 per cent of the employee stock options granted to a participant may have vested (provided that all applicable vesting conditions have then been fulfilled). Further, vested stock options become exercisable soon after they have vested. The reason for applying such terms, which are not in line with the recommendations of the Swedish Corporate Governance Board as set out above, is that the board of directors of the Company deem such terms to be in line with market practice for employee stock option programs in most of the countries where the intended participants in the LTI 2021 series 4 are operative. It is therefore, in the opinion of the board of directors of the Company, in the best interest of the Company and its shareholders to apply such terms in order to fulfil the objectives of the LTI 2021. Preparation of the proposal This proposal in respect of LTI 2021 has been prepared by the Company’s remuneration committee and board of directors in consultation with external advisers. The reason for the deviation from the shareholders’ preferential rights The reason for the deviation from the shareholders’ preferential rights is to implement LTI 2021. Majority requirement A resolution to approve the present proposal is valid only where supported by shareholders holding not less than nine-tenths (9/10) of the votes cast as well as the shares represented at the general meeting. Authorization It is proposed that the board of directors, or a person appointed by the board of directors, shall be authorized to make such minor adjustments to this resolution that may be required for the registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and Euroclear Sweden AB, and that the board of directors shall have the right to undertake minor adjustments to the incentive program due to applicable foreign rules and laws. Outstanding incentive programs The Company does have the following outstanding share-related incentive programs. LTI 2016. An annual general meeting held on 5 December 2016 approved the board’s proposal regarding an incentive program for key employees and resolution of issue of not more than 1,500,000 warrants and resolution of approving transfer of warrants. In total, 1,500,000 warrants were subscribed by the Subsidiary and 1,215,700 warrants and stock options have been acquired by or granted to participants, of which a number of warrants and stock options have been exercised (series 1, 2, 4 and 5) as of the date of this resolution proposal. No more warrants or employee stock options will be offered out of LTI 2016. The exercise price was set to SEK 127.67 per share. Upon exercise of all warrants and stock options which have been acquired by or granted to participants and which have, as of the date of this resolution proposal, not yet been exercised, a maximum of 334,499 shares will be issued in the Company, equivalent to a dilution of approximately 0.51 per cent. LTI 2018. An annual general meeting held on 18 May 2018 approved the board’s proposal regarding an incentive program for key employees and resolution of issue of not more than 1,500,000 warrants and resolution of approving transfer of warrants. In total, 1,500,000 warrants were subscribed by the Subsidiary and 1,380,920 warrants and stock options have been acquired by or granted to participants. No warrants or stock options under the LTI 2018 have been exercised as of the date of this resolution proposal, and no more warrants or employee stock options will be offered out of LTI 2018. The exercise price was set to SEK 91.30 per share. Upon exercise of all warrants and stock options which have been acquired by or granted to participants, a maximum of 1,380,920 shares will be issued in the Company, equivalent to a dilution of approximately 2.08 per cent. LTI 2019. An annual general meeting held on 17 May 2019 approved the board’s proposal regarding an incentive program for key employees and resolution of share issue of not more than 510,000 warrants and resolution of approving transfer of warrants. In total, 510,000 warrants were subscribed by the Subsidiary and 326,000 warrants and stock options have been acquired by or granted to participants. No warrants or stock options under the LTI 2019 have been exercised as of the date of this resolution proposal, and no more warrants or employee stock options will be offered out of LTI 2019. The exercise price was set to SEK 174.10 per share. Upon exercise of all warrants and stock options which have been acquired by or granted to participants, a maximum of 326,000 shares will be issued in the Company, equivalent to a dilution of approximately 0.50 per cent. LTI 2020. An annual general meeting held on 15 May 2020 approved the board’s proposal regarding an incentive program for senior executives and key employees and resolved to issue not more than 580,000 warrants and resolution of approving transfer of warrants. In total, 580,000 warrants were subscribed by the Subsidiary and 327,800 warrants and stock options have been acquired by or granted to participants. No warrants or stock options under the LTI 2020 have been exercised as of the date of this resolution proposal, and no more warrants or stock options will be offered out of LTI 2020. The exercise price of warrants and stock options series 1–6 was set to SEK 602 per share. As regards series 7, stock options have been granted at three different occasions; in June 2020, November 2020 and February 2021. Consequently, the exercise price for stock options series 7 (which shall equal to the fair market value of the share, as determined by the closing price of the Company’s share on Nasdaq Stockholm on the last trading day immediately preceding the date of grant of each stock option) varies and has been set to SEK 624 per share, SEK 1,040 per share and SEK 1,422 per share, respectively. Upon exercise of all warrants and stock options which have been acquired by or granted to participants, a maximum of 327,800 shares will be issued in the Company, equivalent to a dilution of approximately 0.50 per cent. LTI II 2020. An extraordinary general meeting held on 27 November 2020 approved the board’s proposal regarding an incentive program for senior executives and key employees and resolved to issue not more than 470,260 warrants and resolution of approving transfer of warrants. In total, 470,260 warrants were subscribed by the Subsidiary and 422,889 warrants and stock options have been acquired by or granted to participants. No warrants or stock options under the LTI II 2020 have been exercised as of the date of this resolution proposal, and no more warrants or stock options will be offered out of LTI II 2020. The exercise price has been set to SEK 1,361 per share subscribed by exercise of warrants series 1–3. As regards series 4, stock options have been granted at three different occasions; twice in November 2020 and once in February 2021. Consequently, the exercise price for stock options series 4 (which shall equal to the fair market value of the share, as determined by the closing price of the Company’s share on Nasdaq Stockholm on the last trading day immediately preceding the date of grant of each stock option) varies and has been set to SEK 1,040 per share, SEK 1,206 per share and SEK 1,422 per share, respectively. Upon exercise of all warrants and stock options which have been acquired by or granted to participants, a maximum of 422,889 shares will be issued in the Company, equivalent to a dilution of approximately 0.65 per cent. The dilution calculations above have been based on the maximum number of shares and votes which may be issued upon exercise of the warrants and stock options, divided by the total number of shares and votes in the Company after such issues (based on the total number of shares and votes outstanding as of the date of this resolution proposal). Majority requirements The resolutions under items 15 and 16, respectively, above are valid only if the resolutions are supported by shareholders representing at least two thirds (2/3) of the votes cast as well as of the shares represented at the annual general meeting. The resolution under item 17 above is valid only if the resolution is supported by shareholders representing at least nine tenths (9/10) of the votes cast as well as the shares represented at the meeting. Available documents The complete proposals, together with ancillary documentation, will be made available at the Company’s offices, Lindhagensgatan 74, SE-112 18, Stockholm, in accordance with the requirements of the Swedish Companies Act and will be sent to shareholders who so request and who inform the Company of their mailing address. The documents will also be made available on the Company’s website: www.sinch.com. All documents above will be presented at the annual general meeting. A share register reflecting the shareholdings in the Company as of Friday 7 May 2021 and voting registrations of shares registered in the name of a nominee made not later than on Tuesday 11 May 2021 will be made available at the Company’s offices, Lindhagensgatan 74, SE-112 18, Stockholm prior to the annual general meeting. Shareholders’ right to request information At the meeting, shareholders have the right to information pursuant to Chapter 7, Section 32 of the Swedish Companies Act. A request for such information should be made in writing to Sinch AB (publ), Attn. Ola Hanson or by e-mail to ola.hanson@sinch.com at the latest on Saturday 8 May 2021. Requested information will be made available at the Company’s offices, Lindhagensgatan 74, SE-112 18, Stockholm and at www.sinch.com by Thursday 13 May 2021, at the latest. Within the same time, the information will also be sent to the shareholder that has requested it and provided an address. Processing of personal dataFor information on how personal data is processed in connection with the general meeting, see the privacy notices of Euroclear Sweden AB and Computershare AB available on their respective websites, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. and www.computershare.com/se/gm-gdpr. Other information The Company has, per the date of this notice, 65,023,502 outstanding shares and votes. The Company holds, per the date of this notice, no treasury shares. *** Stockholm in April 2021 Sinch AB (publ) The board of directors Attachment Sinch_AGM2021_Notice_of_Annual_General_Meeting_ENG
Domestic abuse survivor says ex-husband was a ‘serial perpetrator’ and register would have prevented him abusing multiple women
Peter Terson obituary. Playwright whose work, including Zigger Zagger, explored the poverty of choices faced by working-class men
Out of both domestic cup competitions and with little hope of qualifying for Europe through the Premier League, this represents Mikel Arteta’s side’s final chance to salvage silverware from the season - and book a place in the Champions League for next. The Gunners have made things hard for themselves, wasting a host of excellent chances in the first leg at the Emirates last week and then, having finally found the breakthrough courtesy of Nicolas Pepe, conceding a late equaliser which means Slavia have a slender advantage going into tonight’s game, thanks to the away goals rule.
Yahoo Finance