Invitation to attend the Annual General Meeting of Collector Bank AB (publ)

28 Mar 2023 17:50 CEST

Shareholders of Collector Bank AB (publ), Reg. No. 556597-0513, ("the Company"
or "Collector") are hereby invited to attend the Annual General Meeting on
Thursday, 4 May 2023, at 3.00 p.m. CET, at Collector's premises at Lilla Bommens
Torg 11, Gothenburg, Sweden. Admittance to the Meeting will commence at 2.30
p.m. CET.
The Board has decided that shareholders will also be able to exercise their
voting rights at the Annual General Meeting by postal vote in accordance with
the provisions in Collector's Articles of Association.

Registration and participation at the Annual General Meeting
To be entitled to participate in Collector's Annual General Meeting,
shareholders shall:

· in part, be entered in the share register maintained by Euroclear Sweden AB
on 25 April 2023;
· and, in part, register their intention to participate in the Annual General
Meeting with the Company no later than Thursday, 27 April 2023.

Notification to participate in the Annual General Meeting can be submitted using
the notification form at www.collector.se under the heading "About
Collector/Annual General Meeting 2023", by mail to Computershare AB "Collector
Bank AB's Annual General Meeting", Box 5267, SE-102 46 Stockholm, Sweden or by
telephone to +0771 (9)00 - 24 64 00 (Monday-Friday 9 a.m. - 4 p.m.). When
registering, please state your name, personal or corporate identity number,
address, and, where applicable, the name of any assistant, the name and personal
identity number of any proxy or the name and personal identity number of any
substitute. Admission cards will be sent by mail and are to be brought to the
Annual General Meeting. Shareholders may be accompanied at the Annual General
Meeting by at most two assistants on notification of the intended number of
accompanying assistants in accordance with the procedure for shareholder
registration to the Annual General Meeting. Shareholders participating through
proxies or deputies should send authorization documents to the postal address
above well in advance of the Annual General Meeting. A Power of Attorney form is
available at the Company's website, www.collector.se under the heading "About
Collector/Annual General Meeting 2023" and at the Company's offices at Lilla
Bommens Torg 11, SE-411 04 Gothenburg, Sweden. The power of attorney may not be
older than one year unless it states that it is valid for a longer period,
although it may not be valid for a period of more than five years.
Shareholders wishing to use the opportunity to vote by post before the Annual
General Meeting must do so in accordance with the instructions under the heading
"Postal voting" below. In the event of such postal voting, no further
notification is required.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, regardless of
whether this is done physically or by postal vote, shareholders whose shares
have been registered with a nominee must re-register the shares in their own
name with Euroclear Sweden AB, so that they are registered as shareholders in
the share register on 25 April. 2023. Such registration may be temporary (so
-called voting rights registration) and is requested from the nominee according
to the nominee's procedures with the amount of advance notification as
determined by the nominee. Voting rights registrations made no later than 27
April 2023 will be taken into account in the production of the share register.
Postal voting
The Board of Directors has decided that the shareholders may exercise their
voting rights by post before the Annual General Meeting in accordance with
Section 11 of the Articles of Association. In postal voting, a specific form
shall be used, which is available at the Company's website, www.collector.se
under the heading "About Collector/Annual General Meeting 2023" and at the
Company's offices at Lilla Bommens Torg 11, SE-411 04 Gothenburg, Sweden.
Further instructions and conditions are provided on the postal voting form.
The completed postal voting form must be received by Computershare AB (which
administers the forms on behalf of Collector Bank) no later than Thursday, 27
April 2023. Votes received later than 27 April 2023 will be disregarded. The
form shall be submitted by post to Computershare AB, "Collector Bank AB's Annual
General Meeting", Box 5267, SE-102 46 Stockholm, Sweden, or by e-mail to
info@computershare.se. Shareholders who are natural persons may also, by
verifying their ID using BankID, cast their postal vote electronically via
Collector's website, www.collector.se under the heading "About Collector/Annual
General Meeting 2023". Shareholders may not add specific instructions or
conditions to their postal votes. Doing so will render the entire postal vote
form invalid. In cases where shareholders submit postal votes through a proxy, a
power of attorney must be attached to the form. If the shareholder is a legal
entity, a registration certificate or other authorization document must be
attached to the form. Please direct any questions regarding the postal voting
form to Computershare AB on telephone +46 771-24 64 00 (Monday-Friday 9 a.m - 4
p.m. CET).
Proposed agenda

1. Opening of the Annual General Meeting
2. Election of a chairman for the Meeting
3. Preparation and approval of voting list
4. Approval of agenda
5. Election of one or two persons to verify the minutes of the Meeting
6. Determination of whether the Meeting has been duly convened
7. Address by the Chairman of the Board and CEO of the Company
8. Presentation of the Annual Report, audit report, consolidated accounts and
consolidated audit report
9. Resolution on the adoption of the income statement, balance sheet, and
consolidated income statement and consolidated balance sheet
10. Resolution regarding the appropriation of the Company's profit according to
the adopted balance sheet
11. Resolution on discharge from liability for Board Members and the CEO
12. Adoption of Remuneration Report for 2022
13. Determination of the number of Board Members and, where applicable, the
number of auditors and deputy auditors
14. Determination of remuneration to Board members and auditors
15. Election of:
a. Board members
b. Chairman of the Board
c. auditor
16. Adoption of guidelines on compensation for senior executives
17. Resolution to authorize the Board to issue new shares
18. Resolution to authorize the Board of Directors to determine repurchases and
transfers of treasury shares
19. Resolution to amend the Articles of Association
20. Closing of the Meeting

Resolution proposals
The Nomination Committee has submitted proposals for resolutions regarding items
2, 13, 14 and 15 on the agenda. The Nomination Committee, appointed in
accordance with the procedure resolved by the Annual General Meeting, consisted
of Sharam Rahi, appointed by Fastighets AB Balder (Chairman of the Nomination
Committee); Jesper Mårtensson, appointed by Förvaltnings AB Färgax; Anna-Maria
Lundström Törnblom, appointed by StrategiQ Capital AB; and Erik Selin, Chairman
of the Board, who together represent about 69 percent of the votes for all
shares in the Company.
The Board of Directors of the Company has submitted proposals for resolutions
regarding items 10, 16, 17, 18 and 19 on the agenda.
Item 2:
The Nomination Committee proposes that lawyer Anders Strid be appointed chairman
of the Meeting.
Item 10:
The Board of Directors proposes that the Annual General Meeting resolves that
the unappropriated earnings at the disposal of the Annual General Meeting of SEK
5,521,180,510 be appropriated such that SEK 5,521,180,510 be carried forward,
meaning that no dividend is paid.
Item 13:
The Nomination Committee proposes that the Board shall consist of six AGM
-elected ordinary members and that the Company shall have a registered firm of
auditors as its auditor.
Item 14:
The Nomination Committee proposes a fixed fee of SEK 720,000 to the Chairman and
SEK 360,000 to each of the other members and that fees to the auditor be paid in
accordance with approved invoicing. The Nomination Committee also proposes that
members of the Credit Committee, in addition to their Board fees, receive an
additional fee of SEK 150,000 each, and that members of the Audit Committee and
the Risk and Compliance Committee each receive an additional fee of SEK 100,000
respectively, in addition to their Board fees.
Item 15:
The Nomination Committee proposes the re-election of Board members Erik Selin,
Christoffer Lundström, Charlotte Hybinette, Bengt Edholm, Ulf Croona and Marie
Osberg. The Nomination Committee also proposes that Erik Selin be re-elected
Chairman of the Board.
In accordance with the recommendation from the Audit Committee received by the
Nomination Committee, the Nomination Committee proposes re-election of auditing
firm Ernst & Young AB as auditor until the end of the 2024 Annual General
Meeting. It is noted that Ernst & Young AB has communicated that authorized
public accountant Daniel Eriksson will continue as the auditor responsible in
the event that Ernst & Young AB is re-elected as auditor.
Item 16:
The Board of Directors proposes that the Annual General Meeting adopt the
following guidelines for the remuneration of senior executives to apply until
the 2027 Annual General Meeting at the latest.
Applicable regulations
Remunerations to senior executives are to be determined in accordance with these
guidelines and Collector's remuneration policy, which is based on Swedish and
European legislation and other regulations on remuneration systems for the
banking sector, the Swedish Code of Corporate Governance, as well as generally
accepted practices for a sound remuneration structure.
Scope of application
These guidelines include Company Management and Board members insofar as
remunerations other than those approved by the Annual General Meeting are to be
paid to Board members. Company management refers to the CEO, Deputy CEO and
other persons in the management team, as well as employees who have the overall
responsibility for any of the Company's control functions, regardless of whether
these are from time to time included in the Company's management team or not.
The guidelines shall apply to agreed remunerations and changes made to already
agreed remunerations, following the adoption of the guidelines by the 2023
Annual General Meeting. The guidelines do not include remunerations approved by
the Annual General Meeting.
Regarding terms of employment governed by regulations other than Swedish
regulations, appropriate adjustments may be made to comply with any such
regulations or established local practices that are mandatory, in connection
with which the general purposes of these guidelines should be met to the
greatest possible extent.
How these guidelines promote the Company's business strategy, long-term
interests and sustainability
Collector is a challenger bank that offers financing solutions to private and
corporate customers. Focusing on efficient decision-making processes and
flexibility, Collector develops solutions based on customers' needs. The
operations include personal loans, credit cards, savings accounts, payment
solutions for e-commerce and shops, factoring, company credits, property credits
and management of portfolios of overdue receivables. The strong corporate
culture, characterized by entrepreneurship, commitment and ethics, contributes
strongly to Collector's development journey.
The successful implementation of the Company's business strategy and the
fostering of the Company's long-term interests, including its sustainability,
requires the Company to be able to recruit and retain qualified employees. This
requires the Company to be able to offer competitive remunerations. These
guidelines make it possible for Company Management to be offered competitive
total remuneration.
Forms of remuneration, etc.
Remunerations shall be on market terms and consist of the following components:
fixed cash salary, pension provisions and other non-monetary benefits.
To avoid Company Management being encouraged to take unsound risks, no variable
remuneration is to be paid, with the exception of what is stated below.
Consequently, fixed remuneration, combined with pension provisions and non
-monetary benefits, constitute the employee's total remuneration.
Furthermore, the Annual General Meeting may resolve to offer long-term incentive
programmes, such share- or share price-related remunerations or incentive
programmes. Such long-term incentive programmes are to be approved by the Annual
General Meeting and are therefore not covered by these guidelines.
Variable cash remuneration may be paid in exceptional circumstances, provided
that such extraordinary arrangements are limited in terms of time and applied
only at the individual level, either for the purpose of recruiting or retaining
executives, or as compensation for extraordinary efforts beyond the ordinary
duties of the individual. Such variable remuneration may not, however, be linked
to the Company's financial targets or similar, which could lead to the employees
concerned being enticed to take unsound risks. Such remunerations may not exceed
an amount corresponding to 20 percent of the fixed annual cash salary and shall
not be paid more than once per year and per individual. Decisions regarding such
remuneration shall be made by the Board of Directors, based on a proposal from
the Remuneration Committee.
Fixed salary
Each member of Company Management shall be offered a fixed salary on market
terms and based on the complexity of the job and the executive's experience,
responsibility, competence and performance. The fixed salary is revised
annually.
Pensions
Each member of the Company Management team shall be offered a pension on market
terms in the country where the executive has his or her permanent residence.
For the CEO and other senior executives, pension benefits, including health
insurance, must be defined-contribution benefits. Pension premiums for defined
-contribution pensions shall amount to a maximum of 30 percent of the fixed
annual cash salary.
Non-monetary benefits
Non-monetary benefits shall facilitate the executives' work performance and
correspond to what can be considered reasonable considering market practices.
Non-monetary benefits may include, for example, life insurance, health insurance
and a car benefit. Premiums and other costs arising from such benefits may
amount to a maximum of 15 percent of the fixed annual cash salary.
Regarding terms of employment governed by regulations other than Swedish
regulations, where these concern pension and other benefits, appropriate
adjustments may be made to comply with any regulations or established local
practices that are mandatory, in connection with which the general purposes of
these guidelines should be met to the greatest possible extent.
Cessation of employment
On cessation of employment, the period of notice may not exceed 12 months. Fixed
cash salary during the notice period and severance pay may not, in total, exceed
an amount corresponding to the fixed cash salary for two years for the CEO and
18 months for other senior executives. On termination by the executive, the
period of notice may not exceed six months, without entitlement to severance
pay.
In addition, for the CEO and Deputy CEO, compensation for undertakings limiting
competition may be payable on termination of employment to compensate for
possible loss of income. For the CEO, such compensation for undertakings
limiting competition shall only be payable to the extent that the former
executive is not entitled to severance pay. For the CEO, this remuneration shall
correspond to the discrepancy between the fixed cash salary at the time of
termination less any lower income earned by the CEO in new employment, while for
the Deputy CEO, this remuneration shall correspond to the discrepancy between
the fixed cash salary at the time of termination less any lower income earned by
the Deputy CEO in new employment, although not more than 60 percent of the fixed
cash salary at the time of termination. This remuneration shall be payable
during the period during which undertakings limiting competition apply, which
shall not exceed 12 months following the termination of employment.
Salary and terms of employment for employees
In preparing the Board's proposal for these remuneration guidelines, the
salaries and terms of employment for the Company's employees have been taken
into account in that information regarding employees' total remuneration, the
components of the remuneration and the rate of increase and the increase over
time has been included in the data on which the Remuneration Committee and the
Board of Directors have based their decisions and assessed the reasonableness of
the guidelines and the limitations they entail.
The decision-making process to establish, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The committee's
tasks include preparing the Board of Directors' decision on proposals for
guidelines for remunerations to senior executives. The Board of Directors shall
draw up proposals for new guidelines at least every four years and submit the
proposal for resolution at the Annual General Meeting. The guidelines shall
apply until new guidelines have been adopted by the Annual General Meeting. The
Remuneration Committee shall also, where applicable, monitor and assess
programmes of variable remuneration for Company Management, the application of
guidelines for remuneration to senior executives as well as current remuneration
structures and remuneration levels within the Company. The Chairman of the Board
is the chairman of the Remuneration Committee. The other members of the
Remuneration Committee are independent in relation to the Company and Company
Management. When the Board of Directors addresses and makes decisions on
remuneration-related matters, the CEO and other members of the Company
Management shall not be in attendance, insofar as they are affected by the
matters addressed.
Remuneration of Board Members
In exceptional cases, Board members elected by the Annual General Meeting may be
engaged to perform work that goes beyond the work of the Board and it shall be
possible for them to receive remuneration for such work. Such efforts may
include instances where the Company lacks the internal expertise or resources
necessary. Furthermore, only operational efforts may be called upon, not
strategic efforts, and these may not interfere with the actions of the Company
Management or otherwise contravene the Companies Act or the Swedish Code of
Corporate Governance. The remuneration shall be market-based and shall be
approved by the Board of Directors without the Board member concerned
participating in the preparation of the appurtenant proposals or decisions.
Departure from the guidelines
The Board of Directors may decide to temporarily deviate from the guidelines in
whole or in part, if there are specific reasons for this in an individual case
and a departure is necessary to meet the Company's long-term interests,
including its sustainability, or to ensure the Company's financial viability. As
stated above, the tasks of the Remuneration Committee include preparing the
Board's decision on remuneration issues, which includes decisions on deviations
from the guidelines.
________
Description of significant changes to the guidelines and how the shareholders'
views have been taken into account
The Board of Directors has not received any views from the shareholders on
existing guidelines for the remuneration of senior executives. The Board of
Directors' proposal for guidelines on the remuneration of senior executives
corresponds to the guidelines on remuneration adopted by the Annual General
Meeting of Collector AB (which merged into Collector Bank AB in 2022), and only
editorial changes and adaptations have been made.
Item 17:
The Board of Directors proposes that the Annual General Meeting resolve to
authorize the Board of Directors to decide, on one or more occasions and with or
without deviation from the preferential rights of existing shareholders, for
cash payment, payment in kind or through set-off, to issue shares corresponding
to at most 10 percent of the total number of shares in the Company during the
period until the next Annual General Meeting.
The subscription price shall be determined according to prevailing market
conditions at the time the shares are issued.
The reasons for the authorization and for the option of deciding to issue shares
deviating from the preferential rights of existing shareholders are that the
Board of Directors wishes to increase the Company's financial flexibility and
enable a rapid and effective adjustment of the Company's capital structure to
set financial targets and changes in capital adequacy rules. A share issue
deviating from shareholders' preferential rights also makes it possible for the
Company to issue shares as payment in connection with possible acquisitions of
companies or operations by the Company.
To be valid, a resolution in accordance with the Board's proposal requires the
approval of shareholders representing at least two thirds of both the votes and
the shares represented at the Annual General Meeting.
Item 18:
The Board of Directors proposes that the Annual General Meeting resolves to
authorize the Board, for the period until the next Annual General Meeting, to
decide, on one or more occasions, to repurchase shares such that the Company
does not hold more than 10 percent of the total number of shares in Collector,
on the condition that such acquisitions are approved by the Swedish Financial
Supervisory Authority. Repurchases may only be made via the Nasdaq Stockholm
exchange, either at a price within the current price range, that is, the
interval between the highest purchase price and the lowest selling price or, in
the case of repurchases conducted by brokerage firms on the Company's behalf,
the price of the shares may correspond to the volume-weighted average price
during the period in which the shares were repurchased, even if the volume
-weighted average price is outside the price range on the date on which the
shares are transferred to Collector. The shares must be paid for in cash.
The Board of Directors proposes that the Annual General Meeting resolves to
authorize the Board, for the period until the next Annual General Meeting, to
approve, on one or more occasions, transfers of the Company's own shares. Shares
may be transferred in a quantity not exceeding the total number the Company's
own shares held by Collector at any given time. Transfers may be conducted on or
off the Nasdaq Stockholm exchange, meaning that the Board of Directors may
approve deviations from shareholders' pre-emption rights, as well as set-off
payment or payment in kind. Transfers of shares on the Nasdaq Stockholm exchange
shall be conducted at a price within the price interval applicable at any given
time. Transfers of shares off the Nasdaq Stockholm exchange shall be conducted
at a cash price, or value of the property received, corresponding to the market
price for Collector's shares at the time of transfer, with any discrepancy
deemed appropriate by the Board of Directors in each instance.
The purpose of these authorizations is that the Board of Directors seeks to
enable the Company to use its own shares in payment for any acquisitions of
companies or operations that the Company may make, as well as increasing the
Company's financial flexibility and enabling adjustments to the Company's
capital structure in line with prevailing conditions to thereby contribute to
increased shareholder value.
To be valid, a resolution in accordance with the Board's proposal requires the
approval of shareholders representing at least two thirds of both the votes and
the shares represented at the Annual General Meeting.
Item 19:
The Board of Directors proposes that the Annual General Meeting adopt an
amendment to the Company's Articles of Association regarding the name of the
Company. In other regards, it is proposed that the Articles of Association be
unchanged.
Current wording:
§1 Company name
The name of the Company is Collector Bank AB. The Company is public (publ).
Proposed wording
§1 Company name
The name of the Company is Norion Bank AB. The Company is public (publ).
The change of name requires that the Swedish Financial Supervisory Authority
grants the necessary permission for the change of name and amending the new
Articles of Association. Until the new Articles of Association have been
registered by the Swedish Companies Registration Office (Bolagsverket), which is
expected to occur in the third quarter of 2023, the company will use the current
company name Collector Bank AB.
To be valid, a resolution in accordance with the Board's proposal requires the
approval of shareholders representing at least two thirds of both the votes and
the shares represented at the Annual General Meeting.
OTHER INFORMATION
Authorization
The Board, or whoever the Board appoints, shall have the right to decide on the
minor changes in the above decisions that may be required in connection with
registration of the decisions with the Swedish Companies Registration Office
(Bolagsverket), the Swedish Financial Supervisory Authority
(Finansinspektionen), Euroclear Sweden AB or due to other formal requirements.
Number of shares and votes
At the time of issuance of this notice, there were a total 205,381,004 shares
and votes in the Company. The Company holds no treasury shares.
Annual General Meeting documents
The Annual Report and Audit Report for the 2022 financial year, the Board's
complete proposal for resolutions by the Annual General Meeting, the Board's
report on the remuneration of senior executives adopted by the Board in
accordance with Chapter 8, Section 53 a of the Companies Act, the Board's
statement in accordance with Chapter 19, Section 22, the auditor's statement
pursuant to Chapter 8, Section 54 of the Swedish Companies Act and the proposed
new Articles of Association will be available by 13 April 2023 at the latest on
the Company's website, www.collector.se, under the heading "About
Collector/Annual General Meeting 2023", at the Company's offices at Lilla
Bommens Torg 11, Gothenburg and will be sent free of charge to shareholders who
so request and who state their postal or e-mail address.
The Election Committee's complete proposals for resolutions and its motivated
statement regarding its proposal for the composition of the Board of Directors
and information about the proposed Board Members are available on the Company's
website, www.collector.se.
The documents may be requested by telephone on +46 (0)10-161 00 00 or by mail to
Collector Bank AB (publ), attention: Head of CEO Office Josefin Eriksson, Box
11914, SE-404 39 Gothenburg, Sweden.
Personal data
For information on how your personal data is processed, see
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf and
https://www.computershare.com/se/gm-gdpr.
Shareholders' right to ask questions
Shareholders are hereby informed of their rights under Chapter 7, Section 32 of
the Companies Act, to request, at the Annual General Meeting, information from
the Board and CEO regarding circumstances that may affect the assessment of an
agenda item and circumstances that could affect the assessment of the Company's
or its subsidiaries' financial situation, the Company's relationship to other
Group companies, and the consolidated accounts. Such disclosures are to be made
if the Board determines that this can be done without incurring material harm to
the Company.
Shareholders wishing to submit questions in advance can do so to Collector Bank
AB, attention: Head of CEO Office Josefin Eriksson, Box 11914, SE-404 39
Gothenburg, Sweden, or by e-mail to josefin.eriksson@collectorbank.se.
________
Gothenburg, March 2023
Collector Bank AB (publ)
Board of Directors

Collector Bank specializes in financing solutions for medium-sized corporates
and real estate companies, private individuals and merchants, and is a
complement to larger traditional banks. The corporate and real estate offering
includes corporate lending, factoring and real estate lending. The bank's
services for private individuals include personal loans, credit cards and
deposit accounts. Checkout and payment solutions, targeting merchants and
private individuals, are offered through the brand Walley. The company has
offices in Gothenburg (headquarters), Stockholm, Helsinki and Oslo. Collector
Bank AB (publ) is listed on Nasdaq Stockholm.

Collector Bank AB (publ) 556597-0513 | Box 119 14, SE-404 39 Gothenburg |
Switchboard +46 10-161 00 00 | E-mail info@collectorbank.se |
www.collector.se/en/

More information:
Access the news on Oslo Bors NewsWeb site

586414_Invitation_to_attend_the_Annual_General_Meeting_of_Collector_Bank_AB_publ_.pdf