CONVENING NOTICE TO ATTEND THE ANNUAL GENERAL MEETING
Shareholders of Indutrade Aktiebolag (publ) are invited to attend the Annual
General Meeting to be held at 4 p.m. on Thursday, April 24, 2008, at IVA's
Conference Center, Grev Turegatan 16, Stockholm, Sweden.
This is a non-official translation of the Swedish original wording. In case of
differences between the English translation and the Swedish original, the
Swedish text shall prevail.
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 maintained by VPC AB on Friday 18 April
2008, and give notice of their intention to participate at the Meeting to the
Company no later than 4 p.m. on Friday 18 April 2008. Notice of intention to
participate at the Meeting can be given by post to Indutrade Aktiebolag, 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 the
shareholder's 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 18 April 2008.
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 18 April 2008 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;
6. Resolution as to whether the Meeting has been duly convened;
7. Report of the work of the Board of Directors and its committees.
8. Presentation of the annual report and the audit report and of the
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 on:
(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;
14. Resolution on fees to the Auditor;
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 proposes a dividend of SEK 5.25 per share.
Tuesday 29 April 2008 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 5 May 2008.
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; Lars Öhrstedt, AFA
Försäkring; 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, lawyer (Sw. advokat)
Number of Directors:
Eight Directors and no deputies (unchanged)
Fees to the Board of Directors:
In total SEK 1,625,000, of which SEK 400,000 to the Chairman of the Board, SEK
200,000 to each of the other Directors not employed by the Company and SEK
25,000 to the Chairman of the Audit Committee. Except for the fee to the
Chairman of the Audit Committee, no additional fees will be paid for committee
work. Last years fees were 350,000 to the Chairman of the Board and SEK 175,000
to each of the other Directors not employed by the Company.
Board of Directors:
Re-election of Bengt Kjell, Ulf Lundahl, Eva Färnstrand, Michael Bertorp, Owe
Andersson, Johnny Alvarsson and Gerald Engström. New election of Mats Jansson.
Curt Källströmer has declined re-election.
Mats Jansson (born 1951) is President and CEO of SAS Group since January 2007.
Previously, he has been CEO of Axel Johnson AB, Axfood, Fazer Group and
Catena/Bilia. Mats Jansson is member of the Board of Suomen Spar Oyj and Danske
Bank.
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 2009 shall be based on the ownership as
per 31 August 2008, 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 60 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 managers
The Board proposes that the Annual General Meeting on 24 April 2008 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 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 7
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
Indutrade 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 monthly payments if initiated by the Company and 6 monthly
payments if initiated by the senior manager.
In this context, senior management means the President, the Director of
Finance, Business Area Managers, one vice Business Area Manager and the Business
Development Manager.
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 resolve 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
shares in other 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 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 ten percent 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. SHARES AND VOTES
The number of shares and votes in the Company totals 40,000,000.
D. 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, the Board's complete proposal for authorization for the Board to
resolve on issuance of new shares in the Company and the Auditor's statement
under chapter 8, section 54 of the Companies Act are available to the
shareholders at the Company two weeks before the Meeting. Proxy forms will be
available at the Company's website, www.indutrade.se, and may be ordered by post
from Indutrade Aktiebolag, Box 6044, SE-164 06 Kista, Sweden or by fax at
+46-8-752 79 39. 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 2008
Indutrade Aktiebolag (publ)
The Board of Directors
(The information provided herein is such that Indutrade AB (publ) is obligated
to disclose pursuant to the Securities and Clearing Operations Act (SFS
1992:543) and/or the Financial Instruments Trading Act (SFS 1991:980). Submitted
for publication at 8 a.m. on March 19, 2008.)
