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Analysguiden (Swedish)
Analysts
Niklas Elmhammer – niklas.elmhammer@carlsquare.com
Johan Högberg – johan.hogberg@aktiespararna.se
Fredrik Nilsson – fredrik.nilsson@redeye.se
Erik Stenfors
CEO
+46 709 50 80 70
erik.stenfors@hanza.com
Share listing: Nasdaq Stockholm
Ticker code: HANZA
ISIN code: SE0005878543
Since 2008, the share capital has changed as follows:
| Year | Event | Increase in share capital | Number of shares | Total number of shares | Quotient value |
|---|---|---|---|---|---|
| 2008 | Incorporation | 100,000 | 100,000 | 100,000 | 1 |
| 2010 | New share issue | 233,334 | 233,334 | 333,334 | 1 |
| 2010 | New share issue | 53,192 | 53,192 | 386,526 | 1 |
| 2010 | New share issue | 24,672 | 24,672 | 411,198 | 1 |
| 2012 | New share issue | 115,979 | 115,979 | 527,177 | 1 |
| 2013 | New share issue | 24,050 | 24,050 | 551,227 | 1 |
| 2013 | New share issue | 1,839 | 1,839 | 553,066 | 1 |
| 2013 | New share issue | 18,566 | 18,566 | 571,632 | 1 |
| 2013 | Exchange of convertibles | 60,000 | 60,000 | 631,632 | 1 |
| 2014 | Split 1:10 | – | 5,684,688 | 6,316,320 | 0,1 |
| 2014 | Nyemission | 17,000 | 170,000 | 6,486,320 | 0,1 |
| 2014 | Spread issue before listing | 75,760 | 757,600 | 7,243,920 | 0,1 |
| 2014 | Non-cash issue | 40,000 | 400,000 | 7,643,920 | 0,1 |
| 2015 | New share issue | 136,842 | 1,368,421 | 9,012,341 | 0,1 |
| 2015 | New share issue | 857,471 | 8,574,711 | 17,587,052 | 0,1 |
| 2015 | New share issue | 302,637 | 3,026,369 | 20,613,421 | 0,1 |
| 2015 | New share issue | 2,876 | 28,758 | 20,612,179 | 0,1 |
| 2016 | New share issue | 6,719 | 67,190 | 20,709,369 | 0,1 |
| 2017 | Exchange of convertibles | 161,464 | 1,614,639 | 22,324,008 | 0,1 |
| 2018 | New share issue | 669,720 | 6,697,200 | 29,021,208 | 0,1 |
| 2018 | Redemption of option programs | 95,872 | 958,720 | 29,979,928 | 0,1 |
| 2019 | New share issue | 100,000 | 1,000,000 | 30,979,928 | 0,1 |
| 2019 | Non-cash issue | 300,000 | 3,000,000 | 33,979,928 | 0,1 |
| 2021 | Non-cash issue | 180,000 | 1,800,000 | 35,779,928 | 0.1 |
| 2022 | New share issue | 325,000 | 3,250,000 | 39,029,928 | 0.1 |
Share issues (avaliable in Swedish)
| Ownership structure as of 30.09.2022 | Shares | Votes | % |
|---|---|---|---|
| Färna Invest AB | 8,557,194 | 8,557,194 | 23.91 |
| Clearstream Bankings S.A | 3,671,859 | 3,671,859 | 10.26 |
| Håkan Halén | 2,357,470 | 2,357,470 | 6.59 |
| Francesco Franzé | 2,266,000 | 2,266,000 | 6.33 |
| SHB Luxembourg cl acct Sweden | 1,751,654 | 1,751,654 | 4.90 |
| Nordnet Pensionsförsäkring AB | 1,735,117 | 1,735,117 | 4.85 |
| Eugen Steiner | 1,000,000 | 1,000,000 | 2.79 |
| Avanza Pension | 897,566 | 897,566 | 2.51 |
| CBLDN-Bankinter SA Client A/C | 497,304 | 497,304 | 1.39 |
| Hamberg Förvaltning AB | 460,000 | 460,000 | 1.29 |
| 10 largest shareholders | 23,194,164 | 23,194,164 | 64.82 |
| Other shareholders | 12,585,764 | 12,585,764 | 35.18 |
| Total shares | 35 779 928 | 35 779 928 | 100,00 |
Source : Euroclear
HANZA will achieve its goals through the company’s:
Business advice – to offer qualified business advice, which enables increased growth and profitability for the company’s customers.
Manufacturing clusters – to develop a broad spectrum of manufacturing technologies in selected strategic geographical areas.
Customer portfolio – to create a well-balanced customer portfolio to reduce business risk and provide cost benefits for both HANZA and the company’s customers.
Acquisition – to complement geography, technology or customer portfolio through strategic acquisitions.
Sales of at least SEK 5 billion and an operating margin of at least 8% by 2025. The equity/assets ratio must be at least 30%, and net interest-bearing debt/adjusted EBITDA must not exceed 2.5. Dividend of approximately 30% of the profit after tax, taking into account the financial position of the company.
CEO and President of HANZA Group
Employee: 2008
Born: 1966
Education: Master of Science in engineering physics at The Royal Institute of Technology (KTH)
Background: R&D Manager, Minec Systems AB, founder/CEO NOTE AB, founder Wonderful Times Group AB, founder and CEO HANZA AB.
Number of shares: 453,000 shares privately and through company, as well as 350,000 warrants.
Chief Financial Officer (CFO)
Executive Vice President
Employee: 2010
Born: 1965
Education: Master of Science (economy), Uppsala University and Auditor’s Exam from the Association of Authorized Public Accountants (FAR).
Background: Authorized Public Accountant and Market Manager at KPMG, CFO at listed Pricer and Nocom (now IAR), CFO Scandinavian Biogas, Financial Manager Sweco AB, CFO and CEO at Wonderful Times Group AB.
Number of shares: 111,000 shares, as well as 250,000 warrants.
Chief Operating Officer (COO)
Senior Vice President
Employee: 2017
Born: 1970
Education: Master of Science in Mechanical Engineering at The Royal Institute of Technology (KTH).
Background: CEO of Ericsson AB’s factories in Estonia, Brazil and Mexico.
Number of shares: No shares,
250,000 warrants
Chairman of the Board since 2019, elected in 2015
Chairman of the Remuneration Committee and member of the Audit Committee Previous positions include Group Management of Husqvarna Group, Senior VP Industrial Operations of Electrolux Group as well as site manager at several manufacturing units abroad.
Born: 1964
Master of Science in Mechanical Engineering at the Royal Institute of Technology (KTH).
Other assignments: Chairman of the Board of Stresa AG, Panarea AB and The Barbecue Company AB. Board member of Adrian Michel AG, Toni Lauenberger AG and Technischen Werkstatt Amacher AG.
Holding: 3,578,091 shares.
Independent of the company and its management, but not of the company’s significant shareholders.
Vice Chairman of the Board since 2019, elected 2017
Member of the Remuneration Committee.
Founder of Systemair. Previous positions include CEO and President of Systemair AB and CEO of Ziehl-ebm AB.
Born: 1948
Education: Upper secondary school qualification in Engineering, Business studies at Stockholm University.
Other assignments: CEO of Färna Invest AB. Chairman of the Board of Systemair AB and Camina Heating Systems AB. Board member of Färna Herrgård AB, Bluefish Pharmaceuticals AB (publ), Masbohallen AB, Ljungarps Mekaniska AB and Coppersmith’s AB.
Holding: 6,957,194 shares through the related company Färna Invest AB. Independent of the company and its management, but not of the company’s significant shareholders.
Board member since 2017
CEO, Enertech AB. Previous position as manager in SKF Group.
Born: 1960
Education: Master of Science in Mechanical Engineering at Lund University.
Holding: 50,000 shares.
Independent of the company, its management and the significant shareholders.
Board member since 2015
Chairman of the Audit Committee.
Previous positions as Vice President and CFO of Hexagon AB.
Born: 1954
Education: Master of Science (Econ.) at Stockholm University.
Other assignments: Chairman of the Board of Halén Invest AB and Gallerians Bilvård Sthlm AB.
Holding: 2,357,470 shares.
Independent of the company, its management and the significant shareholders.
Member of the Board since 2018
Member of the Audit Committee. VP Consumer unit, Husqvarna Group. Former President and CEO and President of Svedberg.
Born: 1973
Education: Master of Science in Public Finance/Business Administration at Gothenburg University.
Other assignments: Board member of
Herenco AB.
Holding: 6,000 shares.
Independent of the company, its management and the significant shareholders.
Auditors
The external auditor shall review HANZA’s annual report and accounts, as well as the Board of Directors’ and the President’s administration. After each financial year, the auditors must submit an audit report to the Annual General Meeting. At the 2020 Annual General Meeting, Ernst & Young AB, with Charlotte Holmstrand as principal auditor, was elected auditor. Further information about the company’s auditor, including fees, can be found in the annual report.
Nomination Committee
The Nomination Committee proposes that the Annual General Meeting resolves that the Nomination Committee prior to the 2023 Annual General Meeting shall be appointed in accordance with the following principles:
The Annual General Meeting instructs the Chairman of the Board to contact the three largest shareholders or groups of shareholders in terms of votes (this refers to both directly registered shareholders and nominee-registered shareholders) in the Company, according to Euroclear Sweden AB’s printout of the share register as of 31 August 2022, and ask them to appoint a representative. to, together with the Chairman of the Board, constitute the Nomination Committee for the period until a new Nomination Committee has been appointed in accordance with the mandate from the next Annual General Meeting. In the event that any of the three largest shareholders or groups of owners does not wish to appoint a representative, the fourth largest shareholder or group of owners shall be consulted and so on until the Nomination Committee consists of four members (including the Chairman of the Board).
Information on the names of the members of the Nomination Committee must be submitted no later than six months before the 2023 Annual General Meeting on the Company’s website. If a member leaves the Nomination Committee before its work is completed and if the Nomination Committee considers that there is a need to replace this member, the Nomination Committee shall appoint a new member in accordance with the principles above, but based on Euroclear Sweden AB’s printout of the share register as soon as possible. left the Nomination Committee. Changes in the composition of the Nomination Committee shall be announced immediately.
The Nomination Committee shall submit proposals for resolutions on the following issues to the 2023 Annual General Meeting:
- a) Election of chairman of the meeting;
- b) Determination of the number of board members;
- c) Determination of fees and other remuneration to the Board, with a division between the Chairman and other members;
- d) Determination of fees to auditors;
- e) Election of Board members and Chairman of the Board and Deputy Chairman of the Board;
- f) Election of auditors; and
- g) Resolution on principles for establishing the Nomination Committee and its work prior to the 2023 Annual General Meeting.
Control document
Corporate governance reports
Annual General Meeting
Profits must primarily be reinvested in the business to enable continued business development of the Group and thereby create sales and earnings growth. When assessing the size of the dividend, consideration must therefore first be given to the fact that the Group’s development can take place with financial strength and good freedom of action. Provided that business development so permits, the dividend shall correspond to 30 percent of the profit after tax.
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