The shareholders of Invik & Co. AB (publ) are hereby invited to the
Annual General Meeting on Thursday 10 May 2006 at 9.30 a.m. CET at
the Skandia cinema, Drottninggatan 82 in Stockholm.
NOTIFICATION
Shareholders who wish to participate at the Annual General Meeting
shall:
- have their names entered in the register of shareholders maintained
by VPC AB (the Swedish Central Securities Depository) on Friday 4 May
2007, and
- notify the company of their intention to participate by no later
than 3.00 p.m. on Friday 4 May 2007. The notification can be made on
the company's website, www.invik.se, by telephone +46-433-747 56 or
in writing to the company at:
Invik & Co. AB
P.O. Box 2095
SE-103 13 Stockholm, Sweden
When giving notice of participation, the shareholders should state
their name, personal identification number (or company registration
number), address, telephone number, shareholdings and any advisors
attending. If participation is by way of proxy, such document should
be submitted in connection with the notice of participation of the
Meeting. Written notifications made by post should be marked "AGM".
Shareholders whose shares are registered in the names of nominees
must temporarily re-register the shares in their own name in order to
be entitled to participate in the Meeting. Shareholders wishing to
re-register must inform the nominee well in advance of Friday 4 May
2007.
PROPOSED AGENDA
1. Election of Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to check and verify the minutes.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the annual report and auditors' report and of the
consolidated financial statements and the auditors' report on the
consolidated financial statements.
7. Resolution on the adoption of the income statement and balance
sheet and of the consolidated income statement and the consolidated
balance sheet.
8. Resolution on the proposed treatment of the company's
unappropriated earnings or accumulated loss as stated in the adopted
balance sheet.
9. Resolution on the discharge of liability of the directors of the
Board and the Chief Executive Officer.
10. Determination of the number of directors of the Board.
11. Determination of the remuneration to the Board of Directors and
the auditor.
12. Election of the directors of the Board.
13. Approval of the procedure of the Nomination Committee.
14. Resolution on guidelines on remuneration for senior executives.
15. Resolution to authorise the Board of Directors to resolve on
acquisition of own shares.
16. Resolution to reduce the share capital by way of redemption of
repurchased shares.
17. Resolution to authorise the Board of Directors to raise certain
loan financing.
18. Closing of the Meeting.
NOMINATION COMMITTEE PROPOSALS (items 1 and 10-13)
The Nomination Committee proposes that the lawyer Martin Börresen is
appointed to be the Chairman of the Meeting.
The Nomination Committee proposes that the Board of Directors shall
consist of 7 directors without alternate directors. The Nomination
Committee proposes, for the period until the close of the next Annual
General Meeting, the re-election of Johan Klingspor, Cristina
Stenbeck, Mia Brunell, Rickard von Horn, Mats Höglund and Erik
Mitteregger, as directors of the Board and the election of Annika
Lundius as director of the Board. The Nomination Committee proposes
that the Meeting shall appoint Johan Klingspor to be Chairman of the
Board of Directors. Furthermore, it is proposed that the Board of
Directors at the Constituent Board Meeting appoints a Remuneration
Committee and an Audit Committee.
The Nomination Committee proposes that the Meeting resolves that the
remuneration to the Board of Directors (including remuneration for
the work in the committees of the Board of Directors) for the period
until the close of the next Annual General Meeting shall be a total
of SEK 1,950,000, of which SEK 450,000 shall be allocated to the
Chairman of the Board and SEK 200,000 to each of the other directors
of the Board. The Nomination Committee proposes that for work within
the Audit Committee SEK 100,000 shall be allocated to the chairman
and SEK 50,000 to each of the members and for work within the
Remuneration Committee SEK 50,000 shall be allocated to the chairman
and SEK 25,000 to each of the members. Furthermore, remuneration to
the auditor shall be paid in accordance with an approved bill which
specifies time, persons who worked and tasks performed.
The Nomination Committee proposes that the Meeting approves the
following procedure for the preparation of the election of the Board
of Directors and auditors. The work of preparing a proposal on the
directors of the Board and auditor, in case auditor should be
elected, and their remuneration as well as the proposal on the
Chairman of the Annual General Meeting of 2008 shall be performed by
a Nomination Committee. The Nomination Committee, which will consist
of at least three members (including Cristina Stenbeck) representing
the shareholders of the company, will be formed during September 2007
in consultation with the largest shareholders in the company at that
time. The Nomination Committee is elected for a term of one year. The
majority of the members of the Committee may not be members of the
Board of Directors or employed by the company. If a member of the
Committee resigns before the work is concluded, a replacement member
is to be appointed in the corresponding manner. Cristina Stenbeck
will be a member of the Committee and will also act as its convenor.
The members of the Committee will appoint their Chairman among
themselves. The composition of the Committee will be communicated in
the company's interim report for the third quarter of 2007.
The above proposal is supported by shareholders representing more
than 50 percent of the votes in the company including, among others,
Investment AB Kinnevik, Emesco AB, Alecta, the Klingspor family and
Swedbank Robur Fonder.
A report on the Nomination Committee's work is available at the
company's website, www.invik.se.
DIVIDENDS (item 8)
The Board of Directors proposes that the Annual General Meeting
approve an ordinary cash dividend of SEK 2.30 per share as well as an
additional dividend of SEK 1.70 per share, corresponding to a total
cash dividend of SEK 4.00 per share. The record date is proposed to
be Tuesday 15 May 2007.
GUIDELINES ON REMUNERATION FOR SENIOR EXECUTIVES (item 14)
The Board proposes the following guidelines for determining
remuneration for senior executives, to be approved by the General
Meeting. Senior executives covered by the proposed guidelines include
the CEO, deputy CEO and other members of the senior management.
The objectives of the Invik remuneration guidelines are to offer
competitive remuneration packages to attract, motivate and retain
senior executives and thereby create an incentive for the management
to deliver excellent operating results and also to align the
shareholders' and the management's incentives.
Remuneration to the senior executives should consist of fixed salary,
variable salary/bonus, other benefits and pension.
* The remuneration consisting of a fixed salary shall be in
proportion to the employee's experience, responsibility and
authority.
* The variable salary shall be based on the fulfilment of certain
performance levels both at company level as well as individual
level, which are to be determined annually by the Board of
Directors. The variable salary can amount to a maximum of 50
percent of the fixed salary for the senior executives. However, the
variable salary to one of the senior executives in a subsidiary is
solely related to the profitability of the business and not subject
to the above mentioned limitation and is calculated as a part of
the profitability of the subsidiary.
* Other benefits can include for example company cars and health
insurance and shall only constitute of a limited amount in relation
to the total remuneration, and shall correspond to local practice.
* Pension benefits shall be either benefit-based or
contribution-based or a combination thereof, with individual
retirement ages. Benefit-based pension benefits are conditional on
the benefits being earned during a pre-determined period of
employment.
* In the event of notice of termination of employment of the CEO by
the company, salary is paid for a period of a minimum of 12 months
to a maximum of 24 months. In the event of termination of
employment of the other senior executives by the company, salary is
paid for a period of a minimum of six months to a maximum of 24
months. Severance payment is reduced for salary received from any
new employment during the notice period.
In special circumstances, the Board may deviate from the above
guidelines. In such a case the Board is obligated to give account for
the reason for the deviation on the following Annual General Meeting.
AUTHORISATION FOR THE BOARD OF DIRECTORS TO REPURCHASE THE COMPANY'S
OWN SHARES (item 15)
The Board of Directors proposes that the Meeting authorises the Board
of Directors to pass a resolution on one or more occasions for the
period up until the next Annual General Meeting on repurchasing so
many Class B shares that the company's holding does not at any time
exceed 10 percent of the total number of shares in the company. The
repurchase of shares shall take place on the Stockholm Stock Exchange
and may only occur at a price within the share price interval
registered at that time, where share price interval means the
difference between the highest buying price and lowest selling price.
The purpose of the authorisation is to allow the Board of Directors
an increased ability to continuously adapt the company's capital
structure and thereby contribute to increased shareholder value.
RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF REDEMPTION OF
REPURCHASED SHARES (item 16)
The Board of Directors proposes that the Meeting resolves to reduce
the company's share capital by a maximum of SEK 13,375,346.50 by
redemption without repayment of Class B shares which the company has
repurchased by utilizing the authorisation according to the proposal
in item 15 above. Furthermore, the Board of Directors proposes that
the redemption amount should be reserved to non-restricted equity.
RESOLUTION TO AUTHORISE THE BOARD OF DIRECTORS TO RAISE CERTAIN LOAN
FINANCING (item 17)
According to the provisions of the new Companies Act, which entered
into force on 1 January 2006, loan financing, where the interest rate
is dependent upon the company's profits or financial position, is
covered by the same resolution requirements as apply to participating
debentures. This means that such loan financing must be resolved on
by the General Meeting or by the Board of Directors with the support
of an authorisation from the General Meeting. The Board of Directors
proposes that the Meeting resolves to authorise the Board of
Directors to resolve on one or several occasions during the period up
until the next Annual General Meeting to raise certain loan financing
on market terms that are subject to the provisions in Chapter 11
Section 11 of the Swedish Companies Act (2005:551), where the
interest rate is dependent upon the company's profits or financial
position. The authorisation may only be used if the Board of
Directors assesses that this type of interest rate provision is the
most marketable and favourable for the company in each individual
case. The background to the authorisation is that the company is to
have the ability at all times to raise loan financing on attractive
terms for the company and thereby contribute to increased value for
the shareholders.
OTHER INFORMATION
A valid resolution under item 15 and 16 above requires approval of
shareholders representing at least two-thirds of the shares and the
numbers of votes represented at the Meeting. From Thursday 26 April
2007 at the latest, the complete text of the proposals of the Board
of Directors will be made available at the company's website at
www.invik.se and at the company's premises at Skeppsbron 18 in
Stockholm. Shareholders who wish to receive those documents may
notify the company, whereupon the documents will be sent by post or
by e-mail.
Stockholm April, 2007
THE BOARD OF DIRECTORS
For further information, please visit www.invik.se or contact:
Anders Fällman, President and CEO +46 (0)8 562 000 20
Mattias Björk, CFO +46 (0)8 562 000 58
__________________________________
Invik is a finance group with a broad product profile focusing on
insurance, banking and fund management. Invik is active in a number
of carefully selected segments in which the Group can create high
growth and build long-term, successful companies, while consistently
focusing on profitability. Group companies are distinguished by their
constant efforts to seek new avenues for growth in profitable niches
in the financial sector.
Invik is made up of five major financial operations: Modern
Insurances Non-life, with its direct insurance operations focusing on
individuals and small companies; Modern Insurances Life, which offers
life, pension and endowment insurances; Assuransinvest manages the
remaining run-off portfolio; Banque Invik, a private bank based in
Luxembourg with operations in asset management, card operations and
corporate services and Invik Funds, which pursues fund operations in
Aktie-Ansvar and Modern Funds. Invik is listed on the Stockholm Stock
Exchange Mid Cap under the name INVKB.
Notice of annual general meeting 2007
| Source: Invik & Co. AB
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