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Statement by the independent bid committee of Cary Group Holding AB (publ) in relation to the public cash offer by Teniralc BidCo AB

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The independent bid committee’s of Cary Group Holding AB (publ) (“Cary Group or the “Company”) recommendation to the shareholders with regards to the Offer (as defined below) is dependent on the time horizon for the investment in Cary Group and how risk tolerating investors in Cary Group are. Because the independent bid committee has a strong belief in Cary Group’s growth prospects, the strength of the Company’s current strategy, and the value of the platform established by Cary Group, the independent bid committee believes that the Offer does not reflect the long-term fundamental value of the Company and therefore recommends that shareholders with a long-term investment horizon and/or higher level of risk tolerance do not accept the Offer. At the same time, the independent bid committee notes that the Offer is not unreasonable from a short-term financial perspective considering the current uncertain economic environment and recommends shareholders with a short-term investment horizon and/or lower level of risk tolerance to accept the Offer.

This statement is made by the independent bid committee of Cary Group pursuant to Section II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

Background

On 29 June 2022, CVC Funds and Nordic Capital, through Teniralc BidCo AB (“Teniralc”), announced a public cash offer to the shareholders of Cary Group to tender any and all shares in Cary Group to Teniralc (the “Offer”) at a price of SEK 65 in cash per share (the “Offer Price”). The Offer Price represents a premium of approximately:

  • 60 percent compared to the closing price of SEK 40.6 for the Cary Group share on 28 June 2022 (which was the last trading day prior to the announcement of the Offer);
  • 44 percent compared to the volume-weighted average trading price of SEK 45.2 for the Cary Group share during the last 10 trading days prior to the announcement of the Offer; and
  • 23 percent compared to the volume-weighted average trading price of SEK 52.9 for the Cary Group share during the last 30 trading days prior to the announcement of the Offer.

The acceptance period in the Offer commenced on 7 July 2022 and expires on 22 August 2022.

The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Teniralc becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Cary Group and receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Teniralc’s opinion, are acceptable.

The Board of Directors of Cary Group has, within the Board, appointed an independent bid committee, which will represent the Company in connection with the Offer. The independent bid committee consists of Juan Vargues (Chairman), Magdalena Persson and Ragnhild Wiborg. The board member Joakim Andreasson is considered biased, as he is Managing Director in Nordic Capital Advisors. Hence, Joakim Andreasson has not participated in the Board of Directors of Cary Group’s handling of matters relating to the Offer.

The independent bid committee has appointed Jefferies GmbH (“Jefferies”) as financial adviser and White & Case as legal adviser. The advisers have assisted the independent bid committee in its assessment of the Offer.

Further, the independent bid committee has obtained an independent fairness opinion from Handelsbanken Capital Markets (“Handelsbanken”), according to which the Offer Price, in Handelsbanken’s opinion, is fair to Cary Group’s shareholders from a financial point of view. The opinion is attached to this statement and is subject to the assumptions and considerations set out therein. Handelsbanken will receive fixed fees for the assignment regarding the fairness opinion, which is not contingent upon the size or the Offer Price, the acceptance level of the Offer or whether it is completed.

The independent bid committee’s assessment of the Offer

Background

Cary Group is one of the European market leaders in sustainable solutions within repair, replacement and calibration of vehicle glass, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, Cary Group helps its customers make simplified and sustainable choices. In September 2021, Cary Group carried out an initial public offering and listing of the Company’s shares on Nasdaq Stockholm (the “IPO”) at a price per share of SEK 70, corresponding to a market value for all outstanding shares of approximately SEK 9.2 billion. In connection with the IPO, the Board of Directors adopted the following financial targets:

  • total revenue growth exceeding 15 percent per annum in the medium-term, of which at least half, shall be organic;
  • adjusted EBITA margin of 20 percent in the medium-term; and
  • maximum net indebtedness in relation to adjusted EBITDA of 2.5x[1].

Assessment

The independent bid committee’s opinion is based on an assessment of a number of factors that the independent bid committee has considered relevant to the evaluation of the Offer. These factors include, but are not limited to, Cary Group’s present strategic and financial position as well as the expected future growth and profitability development of the Company in light of current macroeconomic conditions and prospects for the respective markets where the Company operates, and related opportunities and risks. In assessing the Offer, the independent bid committee has analyzed the Offer using methods normally used in evaluating public offers for listed companies, including Cary Group’s valuation relative to comparable listed companies and comparable transactions, premiums in previous public offers, analysts’ and the stock market’s expectations regarding the development of Cary Group, the Company’s share price, as well as the independent bid committee’s view on Cary Group’s ability to deliver value to shareholders in the long-term based on the updated financial plan prepared by management.

The independent bid committee notes that the Offer is conditional upon the Offer being accepted to such extent that Teniralc becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Cary Group. In connection with its evaluation of the Offer, the independent bid committee has discussed the view on the Company and the Offer with some of the largest shareholders in the Company.

The independent bid committee has also considered it to be in the shareholders’ interest to contact other potential bidders which were believed to have the potential to make a superior offer for the Company. This has been done through contacts to a carefully selected group of potentially interested parties. These contacts have not resulted in any competing offer.

Further, the independent bid committee has considered the fairness opinion from Handelsbanken according to which the Offer Price, in Handelsbanken’s opinion, is fair to Cary Group’s shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).

Basis for long-term versus short-term recommendation

The independent bid committee notes that the median value (the “Consensus”) of the sales and earnings forecasts of the six analysts’ teams covering Cary Group (the “Coverage Analysts”) differs significantly from the financial plan prepared by the Company’s management. The financial plan is in line with the Cary Group’s financial targets adopted by the Board of Directors. The independent bid committee further notes that the financial plan prepared by management extends beyond the period on which Consensus is based. The independent bid committee also notes that the target price per share amongst the Coverage Analysts before the announcement of the Offer was a median of SEK 67 and an average of SEK 72.

Since the IPO, the Company has continued to demonstrate its ability to execute on its growth plans through the completion of several important strategic acquisitions, including Charles Pugh Holdings Ltd in the United Kingdom and Zentrale Autoglas GmbH in Germany. The acquisitions made in the past year have, as was anticipated, contributed to the decline of the Company’s consolidated margins as the profitability in acquired businesses typically was lower compared to the Company’s own margin levels. Through continuous implementation of the Company’s ambitious M&A agenda, combined with the successful integration of acquired businesses and related margin improvements over time, the Company is well positioned to achieve its long-term objectives, notwithstanding the current challenging market conditions and prevailing economic uncertainties. During the six months ended 30 June 2022, Cary Group generated a total revenue of SEK 1,805 million, representing a total growth of 74 percent and an organic growth of 6 percent compared to the same period last year.

During the first half of 2022, Cary Group was affected by higher input costs for glass and higher cost for electricity and fuel, and the Company has been, and is currently working on, implementing price increases to compensate for the higher costs. These challenges were not unlike the challenges facing many other businesses, both in Cary Group’s own industry and more broadly in a global economy, which also incurred inflationary pressures and broad-based disruptions to supply chains. Cary Group continues to implement price adjustments and is gearing up its operational excellence initiatives in order to improve profitability in line with its medium-term margin target. During the six months ended 30 June 2022, Cary Group increased its gross margin to 66.1 percent (65.7 percent in the same period last year) and increased adjusted EBITA to SEK 255 million compared to SEK 176 million the same period last year.

The Company’s management and the independent bid committee remains convinced of the Company’s ability to achieve the medium-term financial targets adopted by the Board of Directors last year. Notwithstanding the independent bid committee’s positive view on Cary Group’s ability in the long-term, the shareholders of Cary Group should be alerted to the fact that all assumptions on future growth and profitability are associated with uncertainties regarding a range of factors, which alone or in combination can cause the actual growth or profitability to deviate from the forecasted growth or profitability. Prevailing global market conditions, the economic situation with inflation, rising interest rates and price-surges on energy and fuel, availability of financing, legislation, political decisions, supply chain disruptions, as well as increased competition are examples of factors that could negatively affect Cary Group’s growth and profitability and, therefore, impact the Company’s ability to deliver value to the shareholders in line with the financial targets.

Recommendation

Taking into consideration the factors outlined above, the independent bid committee is of the opinion that its recommendation with regards to the Offer should depend on the investment time horizon and risk tolerance of the individual shareholder.

Because the independent bid committee has a strong belief in Cary Group’s growth prospects, the strength of the Company’s current strategy, and the value of the platform established by Cary Group, the independent bid committee believes that the Offer does not reflect the long-term fundamental value of the Company and is thereforerecommending that shareholders with a long-term investment horizon and/or higher level of risk tolerance do not accept the Offer.

Because the independent bid committee recognizes (1) that the Company currently operates in an uncertain economic environment and that all operating plans and forecasts are subject to risks and uncertainties; (2) that the Offer represents a significant premium to the trading value of the shares prior to the Offer being announced; and (3) that the Offer is deemed to be fair from a financial perspective by Handelsbanken, the independent bid committee is recommending that shareholders with a short-term investment horizon and/or lower level of risk tolerance accept the Offer.

Effects on Cary Group and its employees

Under the Takeover Rules the Board of Directors is required, on the basis of CVC Funds and Nordic Capital’s statements in the announcement of the Offer, to make public its opinion of the effects the implementation of the Offer may have on Cary Group, especially employment, and its views on CVC Funds and Nordic Capital’s strategic plans for Cary Group and the effect these may be expected to have on employment and the places where Cary Group conducts its operations. CVC Funds and Nordic Capital has in this respect stated that: “CVC Funds and Nordic Capital have great respect for the operating structure of Cary Group, including its strong local brands and operating model. Given the consortium’s current knowledge of Cary Group, and considering the current market conditions, Teniralc does not intend to implement any material changes to Cary Group’s employees and management or to the existing organisation and operations, including the terms of employment and the locations where Cary Group conducts its business.” The independent bid committee assumes that this description is accurate and has in relevant aspects no reason to take a different view.

This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts. This statement has been made in a Swedish and English version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.

Stockholm, 8 August 2022
Cary Group Holding AB (publ)
The independent bid committee

Handelsbanken’s fairness opinion statement to the independent bid committee is enclosed below and attached as a pdf in this press release.

For more information, please contact:

Juan Vargues, Chairman the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

This information is information that Cary Group Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-08-08, 08.30 CEST.

About Jefferies

Jefferies GmbH (“Jefferies”) is registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht. Jefferies is acting as financial adviser to Cary Group and no one else for the purposes of the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Cary Group for providing the protections afforded to clients of Jefferies or its affiliates, nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.

[1] However, the ratio may temporarily exceed 2.5x in connection with acquisitions.

This information is information that Cary Group Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-08-08 08:30 CEST.

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Rapid sales growth on an expanding market

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Second quarter 2022

  • Net revenue increased by 81% to SEK 1,050 million (575). Organic growth was 5%.
  • Adjusted EBITA increased to SEK 168 million (103), corresponding to a margin of 16.1% (18.0).
  • Profit for the period totalled SEK 100 million (26) and earnings per share, basic and diluted, amounted to SEK 0.75 (1.15). Adjusted earnings per share, basic and diluted, totalled SEK 0.76 (1.50).
  • Cash flow from operating activities increased to SEK 199 million (53).

First half 2022

  • Net revenue increased by 74% to SEK 1,805 million (1,032). Organic growth was 6%.
  • Adjusted EBITA increased to SEK 255 million (176), corresponding to a margin of 14.2% (17.1).
  • Profit for the period increased to SEK 133 million (58) and earnings per share, basic and diluted, amounted to SEK 0.99 (2.48). Adjusted earnings per share, basic and diluted, totalled SEK 1.07 (2.94).
  • Cash flow from operating activities increased to SEK 276 million (164).

Significant events during the second quarter

  • On 1 April, the acquisition was completed of GlassCo S.A., owner of “ExpressGlass”, which operates a vehicle glass repair and replacement business in Portugal.
  • On 4 May, the acquisition was completed of Charles Pugh Holdings Ltd, which operates a vehicle glass repair and replacement business in the UK.
  • On 29 June, CVC Fonder and Nordic Capital, through Teniralc BidCo AB (“Teniralc”), announced a public cash offer to the shareholders of Cary Group Holding AB (publ) to transfer all of the shares in Cary Group to Teniralc for a cash sum of SEK 65 per share. The independent members of Cary Group’s Board of Directors have been appointed the bid committee, which will publish its opinion on the offer no later than 8 August, i.e. two weeks before the closing date of the acceptance period for the bid. The independent bid committee has appointed financial and legal advisers and will also obtain an independent fairness opinion.

“The second quarter, which is seasonally Cary Group’s strongest, developed very well, with high levels of business activity and good underlying growth. Demand was particularly strong at our newly acquired companies in Spain and Germany, but the Swedish market also experienced very high levels of demand and it is pleasing to see our market position continue to strengthen. Sales during the quarter increased by a total of 81% and amounted to SEK 1,050 million (575). Acquired companies accounted for 74% of the increased sales and organic growth amounted to 5%. Organic sales were affected by there being fewer workdays this year compared with the same period last year and this was particularly noticeable in our UK operations. Adjusted for the number of workdays, organic growth for the quarter was 7%. In an increasingly uncertain world, it is good to see that the underlying market trends remain positive, as evidenced by the continued strong organic growth”

Anders Jensen, CEO Cary Group

Presentation of the report
A conference call for investors, analysts and financial media will be held at 10:00 AM CET. The report will be presented by Anders Jensen, CEO, as well as by Joakim Rasiwala, CFO.

You can follow the conference via https://tv.streamfabriken.com/cary-group-q2-2022.

A recording of the conference call will be available afterwards at www.carygroup.com.
Dial-in details for the conference call:
SE: +46 8 566 427 05
UK: +44 333 300 92 64
US: +1 646 722 49 03

Anders Jensen, CEO, Cary Group

Stockholm, 5 August 2022

This information is such that Cary Group Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish Securities Markets Act. The information was submitted for publication, through the agency of the contact persons indicated above, on 5 August at 08.00 CET.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
E-mail: helene.gustafsson@carygroup.com

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK, Spain and Germany. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

This information is information that Cary Group Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-08-05 08:00 CEST.

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Cary Group Holding AB (publ)’s independent bid committee appoints advisers

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Following the public cash offer to the shareholders of Cary Group Holding AB (publ) (“Cary Group”), submitted by CVC Funds and Nordic Capital through Teniralc BidCo AB (the “Offer”) yesterday, 29 June 2022, the independent bid committee has appointed financial and legal advisers.

The bid committee has appointed Jefferies GmbH[1] as financial adviser and White & Case as legal adviser. The advisers will assist the bid committee in its assessment of the Offer.

Further, the bid committee will obtain an independent fairness opinion.

The independent bid committee representing Cary Group in connection with the Offer consists of Cary Group’s Chairman Juan Vargues and Board members Magdalena Persson and Ragnhild Wiborg. The bid committee will, in accordance with the regulations, announce its opinion regarding the Offer no later than two weeks before the closing date for the acceptance period for the bid. The acceptance period for the Offer is expected to start on or about 7 July 2022 and end on 22 August 2022.

For more information, please contact:

Juan Vargues, Chairman of the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact persons set out above, at 2022-06-30 3.30 CEST.

[1] Jefferies GmbH is registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht. Jefferies is acting as financial adviser to Cary Group for the purposes of the Offer. It is not advising any other person, nor is it responsible for providing protections afforded to clients of Jefferies to any other person.

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The Board of Cary Group Holding AB (publ) confirms having received a public cash offer of SEK 65 per share from CVC Funds and Nordic Capital

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CVC Funds and Nordic Capital, through Teniralc BidCo AB (“Teniralc”), earlier today announced a public cash offer to the shareholders of Cary Group Holding AB (publ) (the “Company” or “Cary Group”) to tender any and all shares in Cary Group to Teniralc at a price of SEK 65 in cash per share (the “Offer”). The Board of Directors of Cary Group has, following the Offer, appointed an independent bid committee.

Summary of the Offer:

  • Teniralc offers SEK 65 in cash per share in Cary Group (the “Offer Price”).
  • The Offer values the total number of shares in Cary Group to approximately SEK 8,570 million. The total value of the Offer, based on the 92,288,403 outstanding shares in Cary Group, which are not directly or indirectly owned by Teniralc, CVC Funds or Nordic Capital or their respective closely related parties, amounts to approximately SEK 5,999 million.
  • The Offer Price represents a premium of 60 percent compared to the closing price of SEK 40.6 for the Cary Group share on Nasdaq Stockholm on 28 June 2022 (which was the last trading day prior to the announcement of the Offer), 44 percent compared to the volume-weighted average trading price of SEK 45.2 for the Cary Group share on Nasdaq Stockholm during the last 10 trading days prior to the announcement of the Offer and 23 percent compared to the volume-weighted average trading price of SEK 52.9 for the Cary Group share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer.
  • For further information about the Offer, please see: www.carcare-offer.com.

The Board of Directors of Cary Group has, within the Board, appointed an independent bid committee, which will represent the Company in connection with the Offer. The independent bid committee consists of Juan Vargues, Magdalena Persson and Ragnhild Wiborg. The board member Joakim Andreasson is considered biased, as he is Managing Director in Nordic Capital Advisors, hence Joakim Andreasson has therefore not participated in, and will not participate in, the Board of Directors of Cary Group’s handling of matters relating to the Offer.

The independent bid committee will, in accordance with the regulations, announce its opinion regarding the Offer no later than two weeks prior to the expiry of the acceptance period.

Cary Group has appointed White & Case as legal advisor in connection with the Offer.

For more information, please contact:

Juan Vargues, Chairman of the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

This information is information that Cary Group Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-06-29 10:22 CEST.

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Cary Group’s 2022 Annual General Meeting

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Cary Group Holding AB (publ) held its Annual General Meeting today, Tuesday, 17 May. The Annual General Meeting was conducted by means of only advance voting (so-called postal voting) with the support of temporary legal rules.

Approval of the Annual Report, appropriation of profits and discharge of liability of Board members and the CEO

The Annual General Meeting resolved to adopt the income statement and the balance sheet for the group and the parent company. The Annual General Meeting resolved to carry forward the earnings of the year to a new account. The Board members and the CEO were discharged of liability in respect of the financial year 2021.

Fees to the Board of Directors and auditors

The Annual General Meeting resolved that fees would be paid to the Board of Directors in the total amount of SEK 1,500,000, distributed as follows: SEK 600,000 to the Chairman and SEK 300,000 to other Board members. It was further resolved that fees of SEK 125,000 shall be paid to the Chairman of the Audit Committee and SEK 60,000 to the member of the Audit Committee. Further, it was resolved that fees of SEK 75,000 shall be paid to the Chairman of the Remuneration Committee and SEK 50,000 to the member of the Remuneration Committee. It was resolved that fees to auditors be paid in accordance with approved invoices.

Election of Board members and auditors

The Annual General Meeting resolved that the Board of Directors would comprise four members and re-elected Juan Vargues, Joakim Andreasson, Magdalena Persson and Ragnhild Wiborg. Juan Vargues was re-elected as Chairman of the Board of Directors.

Ernst & Young was re-elected as auditor for the period up to the end of the next Annual General Meeting, with Authorised Public Accountant Stefan Andersson Berglund as Auditor-in-Charge until further notice.

Guidelines for remuneration to senior executives

The Annual General Meeting resolved to adopt the guidelines for remuneration and other employment conditions to senior executives. The guidelines’ main stipulation is that remuneration to senior executives corresponds to market levels. According to the guidelines, senior executives receive both a base salary and a long- and short term performance based cash salary. The fundamental principle is that the long- and short term performance based cash salary for the CEO may amount to a maximum of 75 per cent of the annual base salary and to a maximum of 50 per cent of the annual base salary for each other senior executive, respectively.

Authorisation to acquire and sell shares

The Annual General Meeting resolved to authorise the Board of Directors to, on one or several occasions during the period until the 2023 Annual General Meeting, acquire shares in an amount limited so that the total holding of treasury shares does not exceed 10 per cent of all shares in the company. The Annual General Meeting also resolved to authorise the Board of Directors to, on one or several occasions during the period until the 2023 Annual General Meeting, sell treasury shares outside Nasdaq Stockholm.

Authorisation to resolve on new share issue

The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to – at one or several occasions and for up until the end of the Annual General Meeting 2023 – resolve on issue of shares up to no more than 20 percent of the registered share capital at the time of the new share issue. The new issue of shares can be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact person above, on 17 May 2022 at 16.00 CEST.

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Cary Group commits to the Science Based Targets initiative

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Cary Group aims to be an industry leader when it comes to climate action. The company has, as a part of its strategy, set a high and clear objective on how to reduce its climate impact. Therefore, Cary Group commits to the Science Based Targets initiative (SBTi) as a next step to reach its reduction targets in line with the 1,5°C goal of the Paris Agreement by 2030.

Cary Group has committed to set targets in line with the Science Based Targets initiative (SBTi), consistent with the Paris Agreement. This is a natural step in Cary Group’s sustainable strategy, which incorporates sustainability throughout the whole customer offering, with digital solutions, convenient locations, access to fossil free courtesy cars, focus to increase the repair rate which reduces the CO2e emissions[1], as well as the recycling of windscreens[2].

Based on calculations of the group’s emissions of carbon dioxide in 2020, Cary Group’s goal is to reduce its carbon emissions by 41% by 2030. The goals, which are followed up annually, are in line with the Science Based Targets initiative’s criteria and the 1,5°C goal of the Paris Agreement. For newly acquired businesses, there is an adjustment period of two years, which means that the goals are followed up with and without the new acquisitions included in the calculations.By committing to the SBTi, Cary Group wants to validate its sustainability targets according to scientific criteria.

The group’s reduction targets are based on three areas of reduction, where measures and goals have been defined within each area. To reach the goal by 2030, Cary Group needs to ensure fossil free transports both internally and externally, continuously increase the share of renewable electricity and heating, and reduce the climate impact of the produced glass which the company purchases.

“Sustainability is an integrated part of Cary Group’s strategy and of crucial importance for both society around us and for our business. We constantly work together with our customers and our suppliers to develop a more sustainable customer offering. To set scientifically based targets underlines our determination to reduce greenhouse gas emissions”,says Mia Ejendal, COO and Head of Sustainability at Cary Group.

SBTi is a partnership between the Carbon Disclosure Project, the UN’s Global Compact, the World Resources Institute and the World Wide Fund for Nature. The SBTi requirements include that greenhouse gas emissions must decrease in line with the 1,5°C goal of the Paris Agreement, and include Scope 1, 2 and 3 if more than 40% of the company’s emissions comes from Scope 3.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication Cary Group
Phone: +46 70 868 40 50
E-mail:Helene.gustafsson@carygroup.com

Mia Ejendal, COO Cary Group
Phone: +46 73 600 33 63
E-mail:mia.ejendal@carygroup.com

[1] To replace a windscreen results in direct emissions of approximately 44 kg CO2e (carbon dioxide equivalents), which includes production, transport and recycling, based on Nordic data. Repairing a windscreen results in emissions of nearly zero kg CO2e. During 2021, Cary Group’s repair rate (the number of repairs in relation to the number of replaced windscreens) exceeded 30%, which means that the company has saved 6800 tons of CO2 equivalents.
[2] 90% of the glass from replaced windscreens in Cary Group’s workshops is reused. 100% is sent to recycling.

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visitwww.carygroup.com.

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Rapid sales growth and a strong start to the year

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First quarter 2022

  • Net revenue increased by 65% to SEK 756 million (457). Organic growth was 7%.
  • Adjusted EBITA increased to SEK 88 million (73), corresponding to a margin of 11.6% (15.9).
  • Profit for the period totalled SEK 33 million (32) and earnings per share, basic and diluted, amounted to SEK 0.24 (1.29).
  • Adjusted earnings per share, basic and diluted, totalled SEK 0.32 (1.40).
  • Cash flow from operating activities amounted to SEK 76 million (111).
  • On 1 January, the acquisitions were completed of German company Zentrale Autoglas GmbH, which operates a bus glass repair and replacement business, and Norwegian company MPS Bilskade AS, which operates within SMART repair.

Significant events during the first quarter

  • At the end of the first quarter, Cary Group signed an agreement to acquire 100% of the shares in UK company Charles Pugh (Holdings) Ltd. The company is one of the UK’s market leaders in vehicle glass repair and replacement, along with related wholesale business. This acquisition strengthens Cary Group’s market position in the United Kingdom and enables synergies with Cary Group’s existing UK operations. The acquisition was completed on 4 May 2022.
  • Cary Group has entered into an agreement with the company’s banks on extending the current credit facility by a further SEK 1,050 million, making the total credit facility available SEK 3,100 million. This financing secures access to capital for the company’s continued expansion.

Significant events after the first quarter

  • On 1 April, the acquisition was completed of GlassCo S.A., owner of “ExpressGlass”, which operates a vehicle glass repair and replacement business in Portugal.

Presentation of the report
A conference call for investors, analysts and financial media will be held at 10:00 AM CET. The report will be presented by Anders Jensen, CEO, as well as by Joakim Rasiwala, CFO.

You can follow the conference via https://tv.streamfabriken.com/cary-group-q1-2022.

A recording of the conference call will be available afterwards at www.carygroup.com.
Dial-in details for the conference call:
SE: +46 8 566 42 705
UK: +44 333 300 92 67
US: +1 6 319 131 422 PIN US: 91572095#

Anders Jensen, CEO, Cary Group

Stockholm, 10 May 2022

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
E-mail: helene.gustafsson@carygroup.com

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK, Spain and Germany. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

This information is information that Cary Group Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-05-10 08:00 CEST.

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Invitation – presentation of Cary Group’s report of the first quarter 2022

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Cary Group will publish its first quarter results on Tuesday, May 10, 2022 at approximately 08:00 AM CET. A conference call for investors, analysts and financial media will be held at 10:00 AM CET.

The report will be presented by Anders Jensen, CEO, as well as by Joakim Rasiwala, CFO.

The telephone conference will be webcasted live at www.carygroup.com where presentation material will be available as soon as the report is released.

Dial-in details for the conference call:

SE: +46 8 566 42 705
UK: +44 333 300 92 67
US: +1 6 319 131 422 PIN US: 91572095#

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication Cary Group
Tel: +46 70 868 40 50
E-post: Helene.gustafsson@carygroup.com

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK, Spain, Germany and Portugal. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visitwww.carygroup.com.

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Changes to the Nomination Committee’s proposal to Cary Group’s Annual General Meeting 2022

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The invitation to Cary Group’s Annual General Meeting on May 17, 2022 was published in a press release on April 13, 2022.

The Nomination Committee has proposed re-election of Magnus Lindquist to the Board of Directors. Following the announcement of the proposal, Magnus Lindquist has informed the Nomination Committee that he is no longer available for re-election due to lack of time because of additional board appointments outside Cary Group. As a result, the Nomination Committee has changed its previous proposal and re-election of Magnus Lindquist is no longer proposed. In addition, the Nomination Committee now proposes that the number of board members shall be four, and that the total compensation to the Board of Directors is reduced to reflect the smaller number of board members. The Nomination Committee has also updated its’ explanatory statement. Apart from that, the Nomination Committee’s proposal remains unchanged.

Cary Group’s annual general meeting will be held on May 17, 2022 without the physical presence of shareholders, representatives or third parties. Shareholders exercise their voting rights by post. The Nomination Committee’s proposal is available on Cary Group’s website, https://carygroup.com/ and at the Cary Group's head office on Hammarby Kaj 10D in Stockholm. Postal votes that have already been submitted are still valid. It is also possible to submit a new postal vote, in which case the latter postal vote will apply instead of the previously submitted postal vote.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group
Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

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NOTICE CONVENING THE ANNUAL GENERAL MEETING OF CARY GROUP HOLDING AB

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The shareholders of Cary Group Holding AB, reg.no. 559040–9388 (“Cary Group”) are hereby given notice of the Annual General Meeting to be held on Tuesday, May 17, 2022.

The Board of Directors has decided that the Annual General Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting should be able to exercise their voting rights only by post. Information on the resolutions passed at the meeting will be disclosed on May 17, 2022, as soon as the outcome of the postal voting has been finally confirmed.

Registration and notification

A person who wishes to participate in the Annual General Meeting by postal voting must:

  • be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Monday, May 9, 2022,
  • give notice of intent to participate no later than on Monday, May 16, 2022, by casting its postal votes in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by Euroclear Sweden AB no later than that day.

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Annual General Meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date, Monday, May 9, 2022. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Wednesday, May 11, 2022, will be taken into account in the presentation of the share register.

Postal voting

The Board of Directors has decided that shareholders should be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The form for postal voting is available on Cary Group’s website, https://carygroup.com/corporate-governance/general-meeting/. Completed and signed forms for postal voting can be sent by mail to Cary Group Holding AB, ”Annual General Meeting”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. Completed forms must be received by Euroclear no later than Monday, May 16, 2022. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via the Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy. Such electronic votes must be submitted no later than Monday, May 16, 2022.

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.

Powers of attorney

If the shareholder submits its postal vote by proxy, a written and dated Power of Attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on Cary Group’s website https://carygroup.com/corporate-governance/general-meeting/. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Shareholders’ right to receive information

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to Cary Group, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of Cary Group or its subsidiaries’ financial situation and Cary Group’s relation to other companies within the Group. A request for such information shall be made in writing to Cary Group no later than Monday, May 9, 2022, at the address of Cary Group Holding AB, Hammarby Kaj 10D, 120 32 Stockholm, Sweden, or by e-mail at helene.gustafsson@carygroup.com. The questions and responses will be made available on Cary Group’s website https://carygroup.com/corporate-governance/general-meeting/, no later than Thursday, May 12, 2022. The questions and answers will also be available at Cary Group’s head office in Stockholm, Hammarby Kaj 10D, on the same date. The information is also sent to the shareholders who requested it and stated their address.

Number of shares and votes

Cary Group has a total of 131,848,996 shares and votes. Cary Group holds no treasury shares.

Proposed agenda

  1. Opening of the Meeting;
  2. Election of Chairman of the Meeting;
  3. Preparation and approval of the voting list;
  4. Approval of the agenda;
  5. Election of one or two persons to verify the minutes;
  6. Determination as to whether the Meeting has been duly convened;
  7. Presentation of the annual accounts and the audit report, and the consolidated accounts and the audit report on the consolidated accounts;
  8. Resolution regarding the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
  9. Resolution regarding appropriation of the company’s profit according to the adopted balance sheet;
  10. Resolution regarding the discharge from liability for the members of the Board of Directors and the CEO for 2021;
  11. Determination of the number of members and deputy members of the Board of Directors, and auditors and deputy auditors;
  12. Determination of fees to the Board of Directors;
  13. Election of the members of the Board of Directors;
  14. Election of the Chairman of the Board of Directors;
  15. Election of, and fee to, the Auditors;
  16. Approval of remuneration report
  17. Proposal regarding remuneration guidelines and other employment conditions for senior executives;
  18. Proposal regarding authorisation for the Board of Directors to acquire and sell treasury shares
  19. Proposal for resolution on authorization for the Board of Directors to resolve on new issue of shares
  20. Closing of the Meeting.

Election of Chairman of the Meeting (item 2)

The Nomination Committee proposes Johan Thiman at White & Case Advokataktiebolag (or in the event he is prevented from participating, the person appointed by the Board of Directors) to be elected as the Chairman of the Annual General Meeting 2022.

Preparation and approval of the voting list (item 3)

The voting list proposed to be approved is the voting list prepared by the company, based on the general meeting shareholders’ register and votes received in advance, and verified by the persons assigned to check the minutes.

Election of one or two persons to verify the minutes (item 5)

The Board of Directors proposes Jonas Lagerroos, representing Cidron Legion S.à r.l., or if he is prevented from participating, the person appointed by the Board of Directors, to check the minutes. The assignment to check the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

Resolution regarding the appropriation of the company’s profit according to the adopted balance sheet (item 9)

The Board of Directors proposes that no dividend is to be paid for the financial year 2021 and that the earnings are carried forward to a new account.

Determination of the number of members and deputy members of the Board of Directors, and auditors and deputy auditors (item 11)
The Nomination Committee proposes

  • that the Board of Directors, to the extent appointed by the Annual General Meeting, shall consist of five ordinary members without deputies;
  • that Cary Group have one auditor without deputy auditors.

Determination of fees to the Board of Directors (item 12)
The Nomination Committee proposes that the Directors’ fees amount to a total of SEK 1 800 000, with the Chairman receiving SEK 600 000 of this amount and each of the other members elected by the General Meeting receiving SEK 300 000, i.e. unchanged fees.

The Nomination Committee proposes that the members appointed by the Board of Directors to acts as Audit Committee shall receive fees of SEK 125 000 to the Chairman and for other members, i.e. unchanged fees.

The Nomination Committee proposes that the members appointed by the Board of Directors to acts as Remuneration Committee shall receive fees of SEK 75 000 to the Chairman and SEK 50 000 for other members, i.e. unchanged fees.

Election of the members of the Board of Directors (item 13)
The Nomination Committee propose re-election of Juan Vargues (member and Chairman since 2021), Joakim Andreasson (member since 2017), Magnus Lindquist (member since 2021), Magdalena Persson (member since 2021) and Ragnhild Wiborg (member since 2021) as members of the Board of Directors until the end of the next Annual General Meeting. Leif Ryd has declined re-election.

Election of the Chairman of the Board of Directors (item 14)

The Nomination Committee proposes re-election of Juan Vargues as Chairman of the Board of Directors.

Election of, and fees to, auditors (item15)

The Nomination Committee proposes re-election of Ernst & Young Aktiebolag for the period until the end of the next Annual General Meeting. Ernst & Young Aktiebolag has informed the Nomination Committee that the authorised public accountant Stefan Andersson Berglund will be the auditor in charge.

The Nomination Committee proposes that the fees be paid in accordance with approved invoices.

Approval of remuneration report (item 16)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Proposal regarding remuneration guidelines and other employment terms for senior executives (item 17)

The Board of Directors of Cary Group Holding AB (the “Company”) proposes that the Annual General Meeting resolves on remuneration guidelines and other employment terms for senior executives as follows:

General principles for remuneration and other terms and conditions

These guidelines apply to remuneration to senior executives in the Company, including Board members to the extent remuneration is received for work outside of their board duties. For the purposes of these guidelines, senior executives include the CEO, the deputy CEO (if applicable), and certain other executives who, from time to time, are members of the Group management and directly report to the CEO. These guidelines do not apply to any remuneration resolved upon or approved by the general meeting and are only applicable to remuneration, and amendments to previously agreed remuneration, which are agreed after the adoption of these guidelines.

Purpose and general guidelines

These guidelines constitute a framework for establishing which remuneration may be paid to senior executives during the period of time for which the guidelines are in force and on what principal terms. The guidelines are designed to ensure responsible and sustainable decisions regarding remuneration that support the Company’s business strategy, long-term interests and sustainable business practices. To this end, salaries and other employment terms shall enable the Company to retain, develop and recruit skilled senior executives with relevant experience and competence. The remuneration shall be on market terms, competitive and reflect the performance and responsibilities of individual senior executives.

Remuneration and employment conditions for employees of the Company have been regarded in the preparation of these guidelines. Information on the employees’ total income, the components of the remuneration and its conditions has been taken into account by the Remuneration Committee and the Board of Directors when evaluating whether the guidelines and limitations set out herein are reasonable.

Remuneration for senior executives must be duly adjusted to comply with any local mandatory rules in the jurisdiction of their employment and may be duly adjusted to comply with established local practice, taking into account, to the extent possible, the overall purpose of the guidelines.

Elements of remuneration & terms of employment

The remuneration to the senior executives covered by these guidelines may consist of base salary, performance based cash salary, pension and non-financial benefits. In addition hereto, the general meeting may decide on share based long-term incentive programs in which senior executives can participate.

Base salary

The base salary shall be in line with market conditions, be competitive, and shall take into account the scope of and responsibility associated with the position, as well as the skills, experience and performance of each senior executive.

Performance based cash salary

Performance based cash salary (i.e., long- and short-term cash bonuses) shall be based on a set of predetermined and measurable performance criteria that reflect the key drivers for pursuing the Company’s business strategy, long-term interests and sustainable business practices. Such performance criteria shall consist of key performance indicators both for the Company’s overall and financial performance as well as individual or group performance. To which extent the criteria for awarding performance based cash salary have been satisfied shall be determined when the relevant measurement period of the performance criteria has ended. The Remuneration Committee is responsible for such an assessment. Such performance based cash salary shall be evaluated and documented on an annual basis.

Short term performance based cash salary may amount to a maximum of 75 percent of the annual base salary for the CEO and a maximum of 50 percent of the annual base salary for each other senior executive each year.

Long term performance based cash salary may amount to a maximum of 75 percent of the annual base salary for the CEO and a maximum of 50 percent of the base annual base salary for each other senior executive each year. However, the intention is to introduce a long term incentive plan for senior executives and key employees in 2022, where the participants will have the opportunity to receive the double amount of performance based cash salary in total under the plan, accumulated over the three year period for which the plan applies. The long-term cash bonus vests over three years with three performance cycles and annual vesting. The performance based cash salary received under the 2022 long term incentive plan is intended to be used by the participants to invest in shares in the Company. The reason for the double amount for the 2022 long term incentive plan is to increase retention while accelerating the purchase of shares in the Company by all the participants. Future long term incentive plans will have one performance cycle with three year vesting. .

Pension benefits

Pension benefits shall be based on local practices and applicable law. Any deviations from local practices must be separately approved by the Remuneration Committee and documented in its report to the Board of Directors. Pension benefits may not amount to more than 35 percent of the annual base salary of each senior executive, provided that mandatory provisions of applicable laws or collective bargaining agreements do not require a higher pension provision.

Non-financial benefits

Any non-financial benefits, beyond what is offered to the entire workforce of the Company, shall be reviewed and approved by the Remuneration Committee. The total value of such non-financial benefits may not exceed 10 percent of the annual base salary of each senior executive. Other benefits may include, among other things, health insurance, company car and/or household assistance.

Termination of employment

A mutual notice period of 12 months applies for the CEO. For other senior executives, the mutual notice period is set in relation to position. Base salary during the notice period and severance pay (if any) may not together exceed an amount corresponding to 18 months base salary.

Consultancy fees

The Board of Directors may decide that market term consultancy fees shall be paid to members of the Board of Directors performing services for the Company outside the scope of the directorship, provided that such services contribute to the Company’s business strategy and long-term interests, including sustainability.

Preparation and review of these guidelines

These guidelines have been prepared by the Board of Directors’ Remuneration Committee. The Remuneration Committee shall have a preparatory function, in relation to the Board of Directors, in respect of principles for remuneration and other terms of employment regarding the senior executives. With the recommendation of the Remuneration Committee as the basis, when the need arises for significant changes in the guidelines, but at least every fourth year, the Board of Directors shall prepare a proposal for guidelines for approval by the annual general meeting.

Within the scope and on the basis of these guidelines, the Board of Directors shall, based on the Remuneration Committee’s preparation and recommendations, annually decide on the general principles and structure of the remuneration of senior executives and specific remuneration terms for the CEO and make such other resolutions in respect of remuneration for the CEO that may be required. The specific remuneration terms for each senior executive (other than the CEO) shall be prepared by the CEO and be agreed with the Chairman of the Board in consultation with the Remuneration Committee (if needed).

The members of the Remuneration Committee are independent in relation to the Company and the senior executives. The CEO and the other senior executives do not participate in the Board of Directors’ handling of and resolutions regarding remuneration-related matters if they are affected by such matters.

Derogation from these guidelines

The Board of Directors may temporarily resolve to derogate from these guidelines, in whole or in part, if in a specific case there is special cause for such derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability.

Proposal regarding authorisation for the Board of Directors to acquire and sell treasury shares (item 18)

Acquisitions of treasury shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve to acquire treasury shares in accordance with the following.

  1. Acquisitions may be made on Nasdaq Stockholm or in accordance with a tender offer to all Cary Group’s shareholders.
  2. Acquisitions of shares may not result in the total holding of treasury shares, at any time, exceeding ten (10) per cent of all shares in Cary Group.
  3. Acquisitions of shares on Nasdaq Stockholm may only be affected at a price within the currently effective registered price interval on Nasdaq Stockholm, meaning the price interval between the highest bid price and the lowest ask price.
  4. Acquisitions in accordance with a tender offer according to 1 above shall be affected at a price corresponding to the lowest share price at the time of the offer with a maximum upward divergence of twenty (20) per cent.
  5. The authorisation may be used on one or several occasions, but only until the 2023 Annual General Meeting.

The Board of Director’s report pursuant to Chapter 19 Section 22 of the Swedish Companies Act will be available at Cary Group and on Cary Group’s website, www.carygroup.com, at the latest three weeks prior to the Annual General Meeting and will be sent, free of charge, to shareholders who so request and inform the company of their address.

Sales of treasury shares
The Board also proposes that the Annual General Meeting authorises the Board of Directors to resolve to sell treasury shares in accordance with the following.

  1. Sales of shares may only take place outside Nasdaq Stockholm, with or without deviation from the shareholders’ preferential rights and with or without payment in kind or payment by way of set-off. Such sales may be made at a price in cash or value for obtained property corresponding to the price for the sold Cary Group shares at the time of the sale, with a divergence found reasonable by the Board of Directors.
  2. The number of shares that may be sold should not amount to more than ten (10) per cent of the total number of shares in Cary Group.
  3. Sales in connection with company acquisitions may be made at a market value as decided by the Board of Directors.
  4. The authorisation may be used on one or more occasions, but only until the 2023 Annual General Meeting.

The purpose of the abovementioned authorisations to acquire and sell treasury shares is to finance the acquisition of operations through payment with treasury shares and to continuously be able to adapt Cary Group’s capital structure and thereby contribute to an increase in value for shareholders.
The possibility to deviate from the shareholders’ preferential rights at sales of treasury shares is justified by the fact that such sales may be made with greater speed, flexibility and are more cost-effective than a sale to all shareholders. The company cannot provide shareholders the possibility to exercise any preferential right if the company’s treasury shares are used with the purpose of enabling financing company acquisitions.

Proposal for resolution on authorization for the Board of Directors to resolve on new issue of shares (item 19)

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions until the Annual General Meeting 2023, resolve on a new issue of shares.

The number of shares to be issued with the authorization shall be no more than 20 percent of the registered share capital at the time of the new share issue resolution. The new issue of shares can be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorization is to increase the company’s financial flexibility and enable acquisitions by payment of shares. If the Board of Directors resolves on an issue with deviation from the shareholders’ preferential right the reason may be to add new capital and/or new company owners of strategic importance to the company and/or the acquisition of other companies or businesses. At a deviation from the shareholders’ preferential right, the issue rate shall be determined in accordance with market conditions. Other terms may be resolved by the Board of Directors.

The proposal is subject to the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the meeting.
_______________________

Documents

The Board of Directors’ complete proposals are set out above. Information about persons proposed as members of the Board of Directors of Cary Group, information about proposed Auditor and the Nomination Committee’s statement etc., can be found on company’s website, www.carygroup.com. The Annual Report, the Auditor’s Report, the Auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group management and the Remuneration Report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act and the Board of Directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act relating to the proposal under item 18 above will be available at the company, Cary Group Holding AB, Hammarby Kaj 10D, SE-120 32 Stockholm, Sweden and on Cary Group’s website, www.carygroup.com, no later than three weeks prior to the Annual General Meeting. The documents are presented by being available at the company and on Cary Group’s website. They will also be sent to shareholders who so request and state their address. In other respects, complete proposals are provided under the respective item in this notice. The general meeting share register will be available at the company’s head office, Hammarby Kaj 10D, 120 32 Stockholm, Sweden.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

________________________

Stockholm in April 2022
Cary Group Holding AB
The Board of Directors

For further information, please contact:
Juan Vargues, Chairman Cary Group: +46 8 10-121 96 12
Helene Gustafsson, Head of IR & Corporate Communication: +46 70 868 40 50

The information was submitted for publication at 8:30 a.m. CEST on 13 April 2022.