The shareholders of Elanders AB (publ) are invited to attend the Annual General
Meeting on Thursday 5 May 2011 at 3 p.m. at Elanders' premises, Designvägen 2,
Mölnlycke, Sweden.
RIGHT TO PARTICIPATE
Shareholders who wish to attend the Annual General Meeting must be recorded in
the share register maintained by Euroclear Sweden AB on Friday 29 April 2011 and
notify their intention to participate not later than 1 p.m. on Monday 2 May
2011.
Shareholders whose shares are registered with a nominee must temporarily re-
register their shares in their own name with Euroclear Sweden AB in order to be
entitled to attend the Meeting. Such registration is requested with the nominee
and must be duly effected not later than on Friday 29 April 2011. This means
that shareholders must advise their nominee well in advance of this day.
There are a total of 19,529,998 shares in Elanders, representing 30,029,992
votes. Of these shares 1,166,666 are class A-shares with ten votes per share and
18,363,332 class B-shares with one vote per share. The company does not hold any
of its own shares.
NOTIFICATION
Notification of participation can be made in writing to Elanders AB (publ), Att:
Annual General Meeting, P.O. Box 137, SE-435 23 Mölnlycke, Sweden, by telephone
+46 31 750 00 00, by fax +46 31 750 07 25, by emailarsstamma@elanders.com or at
the company's website, www.elanders.com. The notification shall set forth name,
social security number or company registration number, address and telephone
number, number of shares and, where applicable, the number of advisors (maximum
two) that will accompany the shareholder at the Meeting.
Shareholders represented by a proxy shall issue a power of attorney for the
proxy. If the power of attorney is issued by a legal entity, a registration
certificate or a corresponding document which indicates the authorised
signatories of the legal entity must be enclosed. The original power of
attorney, and any registration certificate or the equivalent, should be sent to
the company well in advance of the Annual General Meeting at the address above.
Proxy forms are available at www.elanders.com.
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 two persons to approve the minutes
6. Determination of whether the Meeting has been duly convened
7. Presentation by the CEO
8. Presentation of the work performed by the Board and its committees
9. Presentation of the annual accounts, the auditors' report, the consolidated
annual accounts and the auditors' report for the group
10. Resolutions regarding
a) adoption of the income statement and the balance sheet as well as the
consolidated income statement and the consolidated balance sheet
b) allocation of the company's profit according to the adopted balance
sheet
c) discharge from liability of the members of the Board and the CEO
11. Determination of the number of members and deputy members of the Board
12. Resolution regarding remuneration to the Board of Directors
13. Election of the Board and Chairman of the Board
14. Resolution concerning Nomination committee
15. The Board's proposal regarding guidelines for remuneration to Senior
Executives
16. The Board's proposal regarding amendment of the Articles of Association
17. Closing of the Meeting
DIVIDEND (ITEM 10b)
The Board of Directors and the CEO has proposed that no dividend be distributed
for the financial year 2010.
BOARD OF DIRECTORS ETC (ITEM 2, 11, 12 och 13)
The Nomination committee, which is composed of Carl Bennet (Carl Bennet AB),
Chairman, Göran Erlandsson (representative of the minor shareholders), Hans
Hedström (Carnegie Funds), Tomas Ramsälv (Odin Funds) and Caroline af Ugglas
(Skandia Liv), proposes:
* that Carl Bennet be appointed Chairman of the Meeting,
* that the Board unchanged shall be composed of eight members with no
deputies,
* that the remuneration to the members of the Board unchanged shall amount to
SEK 2,375,000, to be allocated so that the Chairman receives SEK 500,000 and
that the other members of the Board not employed by the company receives SEK
250,000 each, that the remuneration to the Chairman of the Audit committee
shall amount to SEK 100,000, that the remuneration to the other members of
the Audit committee shall amount to SEK 50,000 each, that the remuneration
to the Chairman of the Remuneration committee shall amount to SEK 50,000 and
that the remuneration to the other members of the Remuneration committee
shall amount to SEK 25,000 each,
* that Carl Bennet, Göran Johnsson, Cecilia Lager, Magnus Nilsson, Hans-Olov
Olsson, Kerstin Paulsson, Johan Stern and Tore Åberg be re-elected members
of the Board, and
* that Carl Bennet be re-elected Chairman of the Board.
THE NOMINATION COMMITTEE (ITEM 14)
The Nomination committee proposes that the Annual General Meeting resolve:
* to instruct the Chairman of the Board to convene a Nomination committee for
the Annual General Meeting 2012, composed of the Chairman of the Board, one
representative of each of the Company's three largest shareholders as per
31 August 2011 and one representative of the minor shareholders,
* that, in the event any of the three largest shareholders refrains from
exercising its right to appoint a representative to the Nomination
committee, such right shall pass to the shareholder that, next to the these
three shareholders, has the largest shareholding in the company,
* that, in the event a representative no longer represents the relevant
shareholder, or otherwise resigns from the Nomination committee prior to the
completion of its work, such shareholder shall be offered the opportunity to
appoint a new representative to the Nomination committee,
* that, in the event a representative represents a shareholder that has sold
all or the main part of its shareholding in Elanders, the Nomination
committee may resolve that such member shall resign and, if deemed
appropriate by the Nomination committee, offer another representative for a
larger shareholder a place in the Nomination committee, and
* that the Nomination committee shall perform such duties that fall on the
Nomination committee in accordance with the Swedish Code of Corporate
Governance.
GUIDELINES ON REMUNERATION TO SENIOR EXECUTIVES (ITEM 15)
The Board proposes guidelines mainly entailing that the company shall offer a
total compensation on marketable terms, which enables the company to recruit and
retain qualified Senior Executives. The remuneration to the Senior Executives
shall consist of a basic wage, variable remuneration, other benefits and
pensions. The basic wage shall take into consideration the individual's areas of
responsibility and experience. The division between basic wage and variable
remuneration shall be in proportion to the individual's responsibility and
position. The variable remuneration shall be based on results in relation to
individual targets. The CEO's variable remuneration shall amount to no more than
50 percent of the basic wage. For other Senior Executives, the variable
remuneration shall amount to no more than 40 percent of the basic wage. The
guidelines correspond in all material respects to the principles applied to
date.
AMENDMENTS OF THE ARTICLES OF ASSOCIATION (ITEM16)
The Board proposes, in accordance with new provisions of the Swedish Companies
Act, the Annual General Meeting to resolve that clause 10 of the Articles of
Association be amended in accordance with the following:
Current wording:
§ 10 Notice of the Annual General Meeting and an extra General Meeting in which
changes in the Articles of Association will be dealt with must be given at the
earliest six weeks and at the latest four weeks before the meeting. Notice of
any other extra General Meeting must be given at the earliest six weeks and at
the latest two weeks before the meeting. Notice of General Meetings shall be
given through advertising in the Swedish Official Gazette as well as in Dagens
Industri.
Proposed wording:
§ 10 Notice of General Meetings shall be made through announcement in Post- och
Inrikes Tidningar (the Swedish Official Gazette) and on the company's website.
It shall be announced in Dagens Industri that a notice of a General Meeting has
been issued.
DOCUMENTS
The Annual Report and other supporting resolution documentation will be
available at the company's offices and on its website,www.elanders.com, at least
three weeks prior to the Meeting. Copies of such documents will be sent to
shareholders who request it and state their postal address. Copies will also be
distributed at the Meeting.
Shareholders are reminded of their right to request information pursuant to
Chapter 7 Section 32 of the Swedish Companies Act.
PROGRAM FOR THE SHAREHOLDERS
2.00 p.m. Guided tour of the Group's operations in Mölnlycke
2.30 p.m. Registration opens
3.00 p.m. The Annual General Meeting opens
Following the Annual General Meeting a warm meal will be served. We offer our
shareholders bus transportation from "Exercishuset" at Heden since parking may
be difficult in the area. Please let us know if bus transport is required when
you make your notification of attendance.
Mölnlycke, April 2011
The Board of Directors of Elanders AB (publ)
[HUG#1503830]
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