Shareholders in Elanders AB (publ) are hereby invited to attend the
Annual General Meeting Thursday, 26 April 2007 at 3 p.m. at the
Elanders Infomedia Centre on Designvägen 2, Mölnlycke, Sweden.
THE RIGHT TO PARTICIPATE
Those who have the right to participate in the Annual General Meeting
are shareholders that are inscribed in the register of the
shareholders held by The Swedish Securities Register Office on
Friday, 20 April 2007 and have notified their intent to participate
no later than 1 p.m., Tuesday, 24 April 2007.
Shareholders who have nominee registered their shares must
temporarily register their shares in their own name no later than
Friday, 20 April 2007 in order to participate in the Annual General
Meeting. This means that shareholders must notify their nominee of
this well in advance of this day.
NOTIFICATION
Notification of participation can be sent to Elanders AB (publ) Att:
Annual General Meeting, Designvägen 2, 435 33 Mölnlycke, Sweden or
done by telephone to +46 031 750 00 00, fax +46 031- 750 07 25, via
e-mail arsstamma@elanders.com or via our website www.elanders.com.
Name, social security number or company id number, address and
telephone number, number of shares and, when applicable, the number
of assistants (max two) attending the Annual General Meeting must be
included. Please indicate as well if you wish to join the guided tour
or use our bus transportation (see below).
PROPOSED AGENDA
1. Opening of the Annual General Meeting.
2. Election of Meeting chairman.
3. Drawing up and approval of the voting list.
4. Approval of the Agenda.
5. Election of two minute-checkers.
6. Corroboration that the Meeting has been duly convened.
7. Chief Executive Officer's report.
8. Presentation of the work done by the Board and its subcommittees.
9. Presentation of the annual accounts, auditors' report, the
consolidated financial statements and the consolidated auditors'
report.
10.Adoption of
a) the income statement and balance sheet as well as the
consolidated income statement and balance sheet,
b) the disposition of Group profits according to the adopted balance
sheet,
c) the discharge of Board Members and the Chief Executive Officer
from liability for the fiscal year.
11. Adoption of the number of Board Members and deputies
12. Adoption of the remuneration of the Board of Directors
13. Election of the Board of Directors and Chairman of the Board
14. Decisions concerning the nominating committee
15. The Board of Directors' proposal to adopt the guidelines for
remuneration to executive officers (including amending the articles
of association).
16. Closure of the Meeting
DIVIDEND DISTRIBUTION (POINT 10b)
The Board of Directors has decided to recommend a dividend of SEK
2.50 per share. The Board has proposed 2 May 2007 as the record date
for the payment of dividends. If the Annual General Meeting approves
the Board of Directors' proposal it is estimated that The Swedish
Securities Register Office will distribute this dividend on 7 May
2007.
THE BOARD OF DIRECTORS Etc. (POINTS 2, 11, 12 and 13)
The nominating committee for the Annual General Meeting that consists
of Carl Bennet, (Carl Bennet AB) Chairman, Gustav Douglas (Investment
AB Latour), Göran Erlandsson (representative for minor shareholders),
Nils Petter Hollekim (Odin Funds), Björn Lind (SEB Funds), Carl Rosén
(Second Swedish National Pension Fund) and Caroline af Ugglas
(Skandia Liv) proposes:
* Carl Bennet be appointed chairman of the Annual General Meeting,
* the number of the Board to be eight members and no deputies,
* remuneration to Board Members shall amount to SEK 1,960,000 to be
divided so that the Chairman receives SEK 420,000, the Vice
Chairman receives SEK 290,000 and the other members not employed in
the Company will each receive SEK 210,000, remuneration for each
member of the auditing committee will be SEK 40,000 (excluding the
Vice Chairman who will not receive remuneration for participation
in the auditing committee other than the above mentioned SEK
290,000) and remuneration to each member of the remuneration
committee will be SEK 20,000,
* the re-election of Carl Bennet, Ingegerd Gréen, Patrick Holm, Göran
Johnsson, Johan Stern and Tore Åberg to the Board,
* the election of Hans-Olov Olsson and Kerstin Paulsson as new
members of the Board, and
* Carl Bennet be appointed Chairman of the Board.
Hans-Olov Olsson (born 1941) has a Masters Degree in Political
Science from the Göteborg University. He has more than 40 years of
experience in the automotive industry and held a number of executive
positions in Volvo, in Sweden and internationally, the latest as
President and Chairman of the Board of Volvo Cars 2000 - 2006. During
2006 he was also a member of Executive Management in Ford with
responsibility for the Ford Corporation's global brand and marketing
strategies. Hans-Olov Olsson is also Chairman of the trade
organisation Teknik. In addition, he is a member of the Board of the
Confederation of Swedish Enterprises, Vattenfall AB, Lindab
International AB and Höganäs AB.
Kerstin Paulsson (born 1963) has a Masters of Science from the
University of Technology at Lund. She is currently CEO and partner in
the IT company Netsoft Lund AB. She was previously Head of
Development at the Kockums Group. Kerstin Paulsson is a member of the
Foundation for Knowledge and Development and a member of the Board of
Lifco AB.
Gunilla Jönson has declined re-election. The auditor's term of
office runs until the Annual General Meeting 2008.
THE NOMINATING COMMITTEE (POINT 14)
The nominating committee has proposed that the Annual General Meeting
decides:
* that the nominating committee for the Annual General Meeting of
2008 will consist of Carl Bennet, (Carl Bennet AB), Chairman,
Gustaf Douglas (Investment AB Latour), Göran Erlandsson
(representative for minor shareholders), Hans Hedström (HQ Funds),
Nils Petter Hollekim (Odin Funds), Björn Lind (SEB Funds) and
Caroline af Ugglas (Skandia Liv),
* that in the case an owner representative no longer represents the
shareholder in question or otherwise quits the nominating committee
before its work is completed, the shareholder is permitted to
choose a new representative as member of the nominating committee,
* that in the case an owner representative represents a shareholder
that has sold all or most of their shares in Elanders, the
nominating committee may decide that the member shall quit their
position and, if the nominating committee considers it appropriate,
offer another representative from a major shareholder a place in
the nominating committee, and
* that the nominating committee in connection with its role will
fulfill the duties that according to the Swedish Code for corporate
governance are required of a nominating committee.
GUIDELINES FOR REMUNERATION TO EXECUTIVE OFFICERS (INCLUDING AMENDING
THE ARITCLES OF ASSOCIATION) (POINT 15)
The Board proposes guidelines which primarily entail that the company
shall offer a total remuneration adjusted to conditions on the market
which will make it possible to recruit and keep qualified executive
officers. Remuneration to executive officers shall consist of a basic
wage, variable remuneration, other benefits and pension. The basic
wage shall take into consideration the individual's area of
responsibility and experience. The proportion between the basic wage
and variable remuneration shall be in relationship to the officer's
responsibility and authority. Variable remuneration shall be based on
results in relationship to individual targets. For the CEO the
variable remuneration shall not exceed 35 percent of the basic wage.
For other executive officers the variable remuneration shall not
exceed 30 percent of an individual's basic wage. Pension benefits may
be defined benefit and defined contribution plans or a combination
thereof. These guidelines are basically the principles that have been
applied thus far.
In accordance with the new legal statutes concerning the requirement
to adopt guidelines as given above it is further proposed that a new
point 12 (Adoption of guidelines for the remuneration of executive
officers) is added before the existing point 12 in the article of
association's list of errands that shall be dealt with at the Annual
General Meeting (§ 9).
DOCUMENTS
The accounts, the auditors' report and all other necessary documents
will be available at the company and on its website,
www.elanders.com, at least two weeks before the Annual General
Meeting. Copies of these documents will be sent to shareholders who
request it and provide their mailing address. Copies will also be
distributed at the Annual General Meeting. This Notice to Attend can
also be found on the company website as well as presentations of the
nominated Board Members.
PROGRAM FOR SHAREHOLDERS
13:30 Guided tour of the Group's operations in Mölnlycke
14:30 Registration
15:00 The Annual General Meeting begins
After the meeting refreshments will be served.
We offer our shareholders bus transportation from Exercishuset at
Heden since parking may be difficult due to construction in the area.
Please let us know if you want to take the bus when you notify us you
will be attending.
Mölnlycke March 2007
Elanders AB (publ) Board of Directors
The press release can be downloaded from the following link
