Shareholders in Elanders AB (publ) are hereby invited to attend an
Annual General Meeting Monday 21 April 2008 at 1 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 both inscribed in the register of the
shareholders held by The Swedish Securities Register Office on
Tuesday 15 April 2008 and have notified their intent to participate
no later than 1 p.m., Wednesday 16 April 2008.
Shareholders who have nominee registered their shares must
temporarily register their shares in their own name at The Swedish
Securities Register Office. This reregistering must be carried out
after having requested it from the nominee no later than Tuesday 15
April 2008 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.
There are a total of 9,746,999 shares and 15,014,996 votes in
Elanders. Of these shares 583,333 are A shares with ten votes per
share and 9,181,666 B shares with one vote per share.
NOTIFICATION
Notification of participation can be made by mail to Elanders AB
(publ) Att: Annual General Meeting, Box 137, 435 23 Mölnlycke, Sweden
or by telephone to +46 31 750 00 00,
fax +46 31 750 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.
Shareholders represented by a proxy must issue a power of attorney
for the proxy. If the power of attorney is issued by a legal entity,
a registration document or the equivalent thereof which indicates the
authorised signatory for the legal entity must accompany it. The
original power of attorney, together with a registration document or
the equivalent thereof if necessary, should be sent in good time
before the Annual General Meeting to the company at the address
above. The company provides power of attorney forms upon request.
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 as well as
auditors and deputies
12. Adoption of the remuneration of the Board of Directors and
auditor
13. Election of the Board of Directors, Chairman of the Board and
auditor
14. Election of the nominating committee
15. Adoption of the Board's guidelines on remuneration to senior
officers
16. Closure of the Meeting
DIVIDEND DISTRIBUTION (POINT 10B)
The Board of Directors has proposed a dividend of SEK 4.5 per share
(SEK 2.5). The Board has proposed 24 April 2008 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 29 April
2008.
THE BOARD OF DIRECTORS AND AUDITORS (POINTS 2, 11, 12 AND 13)
The nominating committee for the Annual General Meeting consisting of
Carl Bennet, (Carl Bennet AB) Chairman, Gustav Douglas (Investment AB
Latour), Göran Erlandsson (representative for minor shareholders),
Hans Hedström (HQ Funds), Nils Petter Hollekim (Odin Funds), Stefan
Roos (SEB Funds) and Caroline af Ugglas (Skandia Liv) proposes:
* the appointment of Carl Bennet as chairman of the Annual General
Meeting,
* the number of the Board shall remain unchanged at eight members
and no deputies,
* remuneration to Board Members shall amount to SEK 2,375,000 to be
divided so that the Chairman receives SEK 500,000 and the other
members not employed in the Company will each receive SEK
250,000, the chairman of the auditing committee receives SEK
100,000 and remuneration to each member of the auditing committee
will be SEK 50,000, the chairman of the remuneration committee
receives SEK 50,000 and remuneration to each member of the
remuneration committee will be SEK 25,000.
* the re-election of Carl Bennet, Ingegerd Gréen, Patrick Holm,
Göran Johnsson, Hans-Olov Olsson, Kerstin Paulsson, Johan Stern
and Tore Åberg to the Board,
* the re-election of Carl Bennet as Chairman of the Board,
* the company shall continue to have one auditor and no deputies,
* the registered auditing company Öhrlings Pricewaterhouse Coopers
AB shall be elected as auditor, and
* the auditor's fee shall continue to be that which is presented in
an approved statement of accounts within the framework of a
tender.
THE NOMINATING COMMITTEE (POINT 14)
The nominating committee proposes to the Annual General Meeting to
decide:
* that the nominating committee for the Annual General Meeting of
2009 will consist of Carl Bennet, (Carl Bennet AB), Chairman,
Gustav Douglas (Investment AB Latour), Göran Erlandsson
(representative for minor shareholders), Hans Hedström (HQ Funds),
Nils Petter Hollekim (Odin Funds), Stefan Roos (SEB Funds) and
Caroline af Ugglas (Skandia Liv),
* that in case an owner representative no longer represents the
shareholder in question, the shareholder is permitted to choose a
new representative as member of the nominating committee,
* that in the case the owner representative represents a shareholder
who has sold all or most of its holding in Elanders AB, the
nominating committee may decide that the member shall vacate the
post and, if the nominating committee considers it prudent, offer
another representative for a major shareholder a place on 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 ON REMUNERATION TO SENIOR OFFICERS (POINT 15)
The Board proposes guidelines mainly entailing that the company offer
total compensation on par with market levels so that the company can
recruit and keep qualified senior officers. Remuneration to senior
officers will consist of a basic wage, variable remuneration, other
benefits and a pension. The basic wage will take into consideration
the individual's responsibility and experience. The division between
basic wage and variable remuneration will be in proportion to the
officer's responsibility and authority. The variable remuneration
will be based on results in relationship to individual targets.
Variable remuneration for the CEO and Chief Financial Officer may
amount to, at most, 50 percent of his/her basic wage. For other
senior officers variable remuneration may amount to, at most, 40
percent of his/her basic wage. Pension benefits may be defined
benefits and defined contribution benefits or a combination thereof.
These guidelines are essentially the same as the principles followed
thus far but the level of variable remuneration has been raised
somewhat.
DOCUMENTS
The annual accounts 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 www.elanders.com as well as presentations of the
nominated Board Members.
PROGRAM FOR SHAREHOLDERS
11:00 a.m. Guided tour of the Group's operations in Mölnlycke
11.30 a.m. Buffé is served
12:00 a.m. Registration opens
1:00 p.m. The Annual General Meeting begins
There will entertainment during the day. 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 2008
Elanders AB (publ) Board of Directors
The press release can be downloaded from the following link
