Stockholm, 22 March 2007
Shareholders of Indutrade AB (publ) are invited to attend the Annual General
Meeting to be held at 5 p.m. on Thursday, April 26, 2007, at Westmanska
palatset, Holländargatan 17, Stockholm, Sweden.
A. ENTITLEMENT TO PARTICIPATE AND NOTICE OF ATTENDANCE.
To be entitled to participate at the Annual General Meeting, shareholders must
be listed in the shareholder register issued by VPC AB on Friday 20 April 2007,
and give notice of their intention to participate at the Meeting to the Company
no later than 4 p.m. on Friday 20 April 2007. Notice of intention to participate
at the Meeting can be given by post to Indutrade AB, Box 6044, SE-164 06 Kista,
Sweden; by phone at +46-8-703 03 00; or by fax at +46-8-752 79 39. Notice of
intention to participate can also be given by filling out a form at Indutrade's
website, www.indutrade.se. (The notice must state shareholders' name, national
ID number/corporate registration number, address and phone number.) Shareholders
are entitled to bring one or two assistants, provided that this has been
notified within the above stated time. Power of attorney, registration
certificate and other documents of qualification must be available at the
Meeting, and should, in order to facilitate the administration at the entrance
to the Meeting, be sent to the company by Friday 20 April 2007. A power of
attorney must be presented in original.
Shareholders whose shares are registered in the name of a nominee must request
registration of their shares in their own names in the shareholder register as
per Friday 20 April 2007 in order to be entitled to participate in the Meeting.
Such registration can be temporary.
B. MATTERS
B.I Proposed Agenda
1. Opening of the Meeting;
2. Election of the Chairman at the Meeting;
3. Preparation and approval of the voting list;
4. Approval of the agenda;
5. Election of one or two persons to check the minutes; Resolution as to
whether the Meeting has been duly convened;
6.
7. Report of the work of the Board of Directors and its committees.
Presentation of the annual report and the audit report and of the
8.
consolidated annual report and the audit report for the group and in
connection thereto the President's presentation of the Group's business;
9.
Resolutions in respect of:
Indutrade AB (publ) Box 6044, SE-164 06 Kista, Sweden
Visitors' address: Raseborgsgatan 9
Phone: + 46 8 703 03 00
Fax: + 46 8 752 79 39
E-mail: info@indutrade.se
www.indutrade.se
(a) adoption of the income statement and balance sheet, and the consolidated
income statement and consolidated balance sheet; (b) appropriations of the
Company's earnings under the adopted balance sheet; (c) record date if the
Meeting resolves on distribution of profits; (d) discharge of liability to
the Company for the Directors and the President; 10.
Report on the work of the Nomination Committee; 11.
Resolution on the number of Directors;
12. Resolution on fees to the Directors;
13. Election of Directors and Chairman of the Board; Resolution on fees to the
Auditor;
14.
15. Adoption of instruction for the Nomination Committee;
16. Resolution on the Board's proposed guidelines for remuneration and other
terms of employment of the senior management;
17. Resolution on the Board's proposal to authorize the Board to resolve on a
new issue of shares in the Company;
18. Closing of the meeting
B.II Dividend
The Board and the President propose a dividend of SEK 3.75 per share.
Wednesday 2 May 2007 is proposed to be the record date for payment of the
dividend. If the Meeting resolves in accordance with the proposal, dividends are
expected to be distributed by VPC AB on Monday 7 May 2007.
B.III Election of Chairman at the Meeting, Board of Directors, etc.
The Nomination Committee has consisted of Carl-Olof By, Industrivärden; Claes
Boustedt, L E Lundbergföretagen; Robert Vikström, Handelsbankens
Pensionsstiftelse and Handelsbanken Pensionskassa; Neil Brown, Treadneedle
Investments; and Bengt Kjell, Chairman of the Board in Indutrade. Carl-Olof By
served as Chairman of the Nomination Committee. The Nomination Committee
proposes the following:
Chairman at the Meeting:
Klaes Edhall, Advokat
Number of Directors:
Eight Directors and no deputies (unchanged)
Fees to the Board of Directors:
In total SEK 1,400,000, of which SEK 350,000 to the Chairman of the Board and
SEK 175,000 to each of the other Directors not employed by the Company. Last
years fees were 300,000 to the Chairman of the Board and SEK 150,000 to each
of the other Directors not employed by the Company. No additional fees will be
paid for committee work.
Indutrade AB (publ) Box 6044, SE-164 06 Kista, Sweden
Visitors' address: Raseborgsgatan 9
Phone: + 46 8 703 03 00
Fax: + 46 8 752 79 39
E-mail: info@indutrade.se
www.indutrade.se
Board of Directors:
Re-election of Bengt Kjell, Curt Källströmer, Eva Färnstrand, Michael Bertorp,
Owe Andersson, Johnny Alvarsson and Ulf Lundahl. New election of Gerald
Engström, founder and COE of Systemair AB. Gunnar Tindberg has declined re-
election.
Bengt Kjell is proposed to be re-elected as Chairman of the Board.
Fees to Auditor:
Fees on account (unchanged)
Instruction for the Nomination Committee:
The Nomination Committee shall consist of representatives of the four largest
shareholders (ownership-grouped) as well as the Chairman of the Board, who shall
summon the Nomination Committee to its first meeting. Chairman of the Nomination
Committee shall be the member who represents the largest shareholder. Should a
member resign from the Nomination Committee before its work is finished and the
Nomination Committee finds it appropriate, the former member shall be replaced
by a new member representing the same shareholder or, if that shareholder is no
longer one of the largest shareholders, by a member representing the shareholder
next in turn. If the ownership structure substantially changes before the
Nomination Committee's assignment is completed the composition of the Nomination
Committee can be changed in a way the Nomination Committee finds appropriate if
the Nomination Committee so decides. The composition of the Nomination Committee
in respect of the Annual General Meeting 2008 shall be based on the ownership as
per 31 August 2007, and be announced as soon as it is appointed, and no later
than six months before the Annual General Meeting. No fees shall be paid to the
members of the Nomination Committee. Possible expenses for the work of the
Nomination Committee shall be borne by the Company. The term of office of the
Nomination Committee expires when the composition of the new Nomination
Committee has been announced.
The Company has been informed that shareholders who together represent more
than 65 percent of the votes of all shares in the Company intend to support the
proposal of the Nomination Committee.
B.IV The Board's Proposal for guidelines for remuneration and other terms of
employment of the senior management
The Board proposes that the Annual General Meeting adopts the following
guidelines for remuneration and other terms of employment of the senior
management:
Indutrade shall apply remuneration levels and terms of employment necessary in
order to recruit and retain senior management with high qualifications and
ability to reach predetermined objectives. The forms of remuneration shall
motivate the Company's senior management to perform their utmost in order to
safeguard the interests of the shareholders. The forms of remuneration shall
therefore relate to the market, be clear and measurable and on a long-term
basis. The remuneration
Indutrade AB (publ) Box 6044, SE-164 06 Kista, Sweden
Visitors' address: Raseborgsgatan 9
Phone: + 46 8 703 03 00
Fax: + 46 8 752 79 39
E-mail: info@indutrade.se
www.indutrade.se
of senior management shall normally consist of a fixed amount and a variable
amount. The variable amount shall award clear, goal-referenced improvements in
simple and transparent structures and be maximised. The fixed remuneration of
senior management shall be market adjusted and based on competence,
responsibility and achievement. The variable remuneration of senior management
shall normally not exceed an amount equal to 9 monthly payments and be linked to
the degree of success in improving the results for the Company and for the
different business areas and the growth of the Idutrade group. Incentive
programs within the Company shall mainly be linked to the share price and
comprise members of senior management who have significantly affected the result
and growth of the Company as well as significantly contributed to the fulfilment
of predetermined objectives. An incentive program shall secure long- term
engagement in the development of the Company and be implemented on terms
corresponding to market practice. The non-monetary benefits for senior
management shall facilitate for the members of senior management to execute
their office and be competitive on their field of profession. Pension benefits
shall be competitive on the senior manager's field of profession and be
determined by charge or comply with an official pension plan, in Sweden the
ITP-plan. Dismissal pay for a member of senior management shall in total not
exceed 24 months if initiated by the Company and 6 months if initiated by the
senior manager. In this context senior management means the President, the Vice
President, the Director of Finances and the Business Group Managers. Matters of
remuneration of the senior management are to be dealt with by a Remuneration
Committee and resolved by the Board. The Remuneration Committee draws up the
proposals for resolution regarding the terms of employment of the President, and
the Board evaluates the President's achievements on an annual basis. The
President consults with the Remuneration Committee regarding terms of employment
of other members of senior management.
The Board shall have the right to deviate from the guidelines for remuneration
of the senior management above, if motivated by special circumstances in a
particular case.
B.V The Board's Proposal for Authorization for the Board to Resolve on a New
Issue
of Shares in the Company
The Board proposes that the Annual General Meeting resolves to authorize the
Board to, during the time until the next Annual General Meeting, at one or
several occasions, resolve on issuance of not more than 4,000,000 shares and to
deviate from the shareholders' right of pre-emption. The Board shall only be
allowed to resolve on the issuance of new shares against consideration in kind
or set-off of claims. Set-off of claims shall only be possible against
promissory notes issued by the Company as consideration for shares acquired by
the Company in an enterprise. Issuance of new shares shall be made in accordance
with market conditions.
The purpose of the authorization and the reason to deviate from the
shareholders' right of pre-emption is to make possible (i) the acquisitions of
enterprises against consideration in the form of new shares in the Company
(consideration in kind), or (ii) set-off of claims relating to the acquisition
of shares
Indutrade AB (publ) Box 6044, SE-164 06 Kista, Sweden
Visitors' address: Raseborgsgatan 9
Phone: + 46 8 703 03 00
Fax: + 46 8 752 79 39
E-mail: info@indutrade.se
www.indutrade.se
in an enterprise against newly issued shares in the Company. Should the
authorization be utilized in full, it will correspond to a dilution of
approximately 10 per cent of the total number of shares and votes in the
Company.
__________________________
For a valid resolution by the General Meeting in accordance with section B.V
above, shareholders representing at least 2/3 of the votes cast as well as the
shares represented at the General Meeting shall vote in favour of the proposal.
C. DOCUMENTS
The accounts (including the Board's proposal on distribution of profits and
statement in accordance with chapter 18, section 4 of the Companies Act), the
audit report, as well as the Board's complete proposal for authorization for the
Board to resolve on issuance of new shares in the Company, are available to the
shareholders at the Company two weeks before the Meeting. These documents will
also be sent to those shareholders that so request provided the shareholder
states its address. The documents will also be available at the Annual General
Meeting.
__________________________
Stockholm, March 2007
The Board of Directors
Indutrade AB (publ)
About Indutrade
Indutrade markets and sells components, systems and services with a high-tech
content within selected niches. Indutrade's business is distinguished by
• High-tech products for recurring needs
• Growth through a structured and tried-and tested acquisition strategy
• A decentralised organisation characterised by an entrepreneurial spirit.
The Group is organised into four business areas: Engineering & Equipment, Flow
Technology, Industrial Components and Special Products. Indutrade's sales
totalled SEK 4,516 million in 2006, generating operating income of SEK 460
million before depreciation of intangible assets. Indutrade is listed on the
Nordic Mid-Cap list under Industrials..
