The shareholders of Addtech AB (publ), organisation number
556302-9726, are hereby given notice to attend the Annual General
Meeting to be held at 4:00 p.m., Monday, 25 August 2008, at IVA
conference centre, Grev Turegatan 16, Stockholm.
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the proceedings of the Annual
General Meeting must:
* be entered in the shareholders' register maintained by VPC AB
(not registered under a trustee) no later than Tuesday, 19 August
2008.
* notify the Company's head office under address Addtech AB
(publ.), Box 602, SE-101 32 Stockholm, Sweden, or by telephone
+46-8-470 49 00, fax +46-8-470 49 01 or via the Company's
website, www.addtech.com no later than by 3:00 p.m., Thursday 21
August 2008. Such notice must contain the shareholders' name,
personal registration number (organisation number), address,
telephone number and the number of shares represented as well as
any attending counsel.
Shareholders whose shares are registered under a trustee must
temporarily register their shares in their own name in order to
exercise their voting rights at the Annual General Meeting. Such
changes in registration must be completed no later than Tuesday, 19
August 2008 in order for due registration to take place.
Where participation is based on a proxy, such proxy must be submitted
to the Company well in advance of the Annual General Meeting. Proxies
for legal entities must also submit a certified copy of a certificate
of incorporation or equivalent document evidencing authority. The
Company provides a proxy form to the shareholders and such form is
available at the Company's head office, or on the Company's Internet
website.
The total number of shares and votes in the Company as of 19 August
2008 amounts to 23,632,832 and 33,555,062, respectively. Class A
shares entitle their holder to ten (10) votes and class B shares
entitle their holders to one (1) vote.
PROPOSED AGENDA
1. Opening of the Meeting.
2. Election of Chairman to preside over the Meeting.
3. Compilation and approval of Electoral Register
4. Approval of agenda.
5. Election of one or two persons to approve the Minutes to be taken
at the Meeting.
6. Determination of whether or not the Meeting has been duly called.
7. Presentation of the Annual Accounts and the Audit Report and the
Consolidated Financial Statements and the Consolidated Audit Report.
8. Address by the President and Chief Executive Officer.
9. Resolutions
a) regarding adoption of the Income Statement and the Balance Sheet
and the Consolidated Income Statement and the Consolidated Balance
Sheet,
b) regarding allocation of the Company's earnings in accordance with
the duly adopted Balance Sheet, and
c) regarding discharge from liability for the members of the Board
of Directors and the President.
10. Report on the work of the Election Committee.
11. Determination of the number of directors.
12. Ratification of fees for the Board of Directors and the auditors.
13. Election of directors and Chairman of the Board of Directors.
14. Resolution regarding the Election Committee, how members of the
Election Committee are to be appointed and the assignment of the
Election Committee.
15. Resolution regarding guidelines for compensation of member of
senior management.
16. Resolution regarding reduction of the share capital and bonus
issue.
17. Resolution regarding authorisation to approve the Minutes taken.
18. Resolution regarding authorisation for the Board of Directors to
decide purchase and conveyance of own shares.
19. Other matters.
20. Adjournment.
PROPOSED RESOLUTION WITH RESPECT TO ITEMS 2, 11-14 OF THE AGENDA
The 2007 Annual General Meeting resolved to give the Chairman of the
Board of Directors the assignment of contacting the five known
largest shareholders by vote and to request them to appoint members
who together with Chairman of the Board of Directors will constitute
the Election Committee for future election of directors. The Election
Committee consists of Anders Börjesson (Chairman of the Board of
Directors), Tom Hedelius, Arne Lööw, appointed by the Fourth AP Fund,
Marianne Nilsson, appointed by Swedbank Robur and Pär Stenberg.
The Election Committee, the members of which represent more than 49
percent of the votes in the Company, has entered the following
proposal:
2. Election of Chairman to preside over the Meeting
Anders Börjesson as Chairman to preside over the Meeting.
11. Determination of the number of directors
Six directors.
12. Determination of fees for the Board of Directors and the auditors
Total fees to the Board of Directors of SEK 1,475,000, to be
distributed as follows: SEK 450,000 to the Chairman of the Board of
Directors, SEK 350,000 to the Vice Chairman of the Board of
Directors, and SEK 225,000 to each of the other directors appointed
by the Annual General Meeting and not employed by the Company. No
fees are payable for committee work.
Audit fees will be paid according to approved invoice.
13. Election of directors and Chairman of the Board of Directors
Re-election of directors Anders Börjesson, Eva Elmstedt, Tom
Hedelius, Urban Jansson and Lars Spongberg. New election of Johan
Sjö. Anders Börjesson to be appointed to serve as Chairman of the
Board.
Descriptions of the members of the Board of Directors will be found
in the Company's Annual Report for 2007/2008 and at the Company's
website.
14. Resolution regarding Election Committee, how members of the
Election Committee are to be appointed and the assignment of the
Election Committee
It is proposed that the Election Committee shall consist of five
members and that the Chairman of the Board of Directors gets the
assignment of contacting the Company's five largest known
shareholders by vote as of 31 December 2008 requesting them to
appoint members who together with the Chairman of the Board of
Directors will constitute the Election Committee. The Election
Committee will appoint a chairman among its members. The composition
of the Election Committee shall be announced not later than six
months before the 2009 Annual General Meeting.
The mandate period of the Election Committee shall extend until a new
election committee has been appointed. The Election Committee shall
have the right to receive reasonable compensation for out-of pocket
expenses incurred in the process of evaluation and recruitment. The
members of the Election Committee receive no compensation from the
Company for their work.
The assignment of the Election Committee shall include evaluation of
the composition and work and provide proposals to the Annual General
Meeting in respect of:
- Chairman to preside over the Annual General
Meeting;
- Directors and Chairman of the Board of Directors;
- Fees to directors not employed by the Company;
- As the case may be, election of a registered audit
firm and audit fees; and
- Principles for how members of the Election
Committee are to be appointed.
In the event that a member of the Election Committee resigns or is
prevented from fulfilling the assignment, the remaining members
shall, where the Election Committee so decides, among the
shareholders of the Company, appoint a suitable replacement to the
Election Committee for the remainder of the mandate period.
PROPOSAL OF THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDER
ITEMS 9b, 15, 16, 17 and 18
9b. Resolution with respect to disposition of the Company's earnings
according to the adopted Balance Sheet
The Board of Directors proposes a dividend to the shareholders of SEK
7.00 per share and Thursday, 28 August 2008 as record day for receipt
of dividend. Subject to approval by the Annual General Meeting in
accordance with the proposal, the dividend is expected to be paid via
VPC Tuesday, 2 September 2008 to shareholders of record on the record
day.
15. Resolution with respect to guidelines for compensation to members
of senior management
The Board Directors proposes that the Annual General Meeting proposes
guidelines for compensation of members of senior management
essentially as follows:
The guidelines shall apply to compensation to the President and the
other members of Addtech's Group management ("Group Management").
Addtech strives to offer total compensation which is reasonable and
competitive and which thereby serves to attract and retain qualified
associates. The total compensation, which varies in relation to the
individual's and the Group's performance, may consist of the
components set out below.
A fixed salary shall constitute the basis for the total compensation.
The salary shall be competitive and reflect the responsibility
involved in the work. The fixed salary shall be reviewed on an annual
basis.
Variable compensation is based on the Group's earnings growth. The
annual variable portion may be for a maximum of 40 percent of the
fixed salary.
The Board of Directors will evaluate on an annual basis whether or
not a long-term incentive programme shall be proposed to the Annual
General Meeting and if such is the case, whether or not the proposed
long-term incentive programme shall include conveyance of shares in
the Company.
Retirement pension, health care benefits and medical benefits shall
be designed in such a way as to reflect rules, regulations and
established practice in the marketplace. Pension plans shall be
defined contribution pension plans to the greatest extent possible.
Other benefits may be provided to individual members or the entire
Group Management and will be designed relative to established
practice in the marketplace. These benefits shall not constitute a
significant portion of total compensation.
Members of Group Management are obliged to observe a 6-month period
of notice in the event of termination at the initiative of the
employee and shall have a right to 12 months period of notice in the
event of termination at the initiative of the Company. In the event
of termination at the initiative of the Company, members of Group
Management shall have the right to a severance payment equivalent to
a maximum of 12 months salary, in addition to salary and other
employment benefits during the period of notice. No severance payment
shall be payable in the event of termination at the initiative of the
employee.
The Board of Directors shall have the right to deviate from the above
mentioned guidelines in individual cases and where special reasons
exist.
The Compensation Committee appointed by the Board of Directors
prepares and compiles proposals to the Board of Directors for
compensation to the President. Based on proposals by the President,
the Compensation Committee makes decisions regarding compensation to
the other members of Group Management. The Board of Directors is
informed of the decisions of the Compensation Committee.
16. Resolution regarding reduction of the share capital and bonus
issue
The Board of Directors proposes that the Annual General Meeting
resolves to reduce the share capital by SEK 1,935,000 by cancellation
without repayment of 900,000 class B shares held by Addtech in
treasury. The amount of the reduction shall be allocated to a reserve
to be utilised in accordance with a resolution by the Annual General
Meeting.
The resolution to reduce the share capital can be carried out without
a need for approval from the Swedish Companies Registration Office,
provided Addtech at the same time takes action that results in no
change in either share capital or restricted equity as a consequence
of the resolution. It is therefore proposed that the Annual General
Meeting resolves that the share capital be increased by SEK
2,273,283.20 by transferring this amount from unrestricted equity
without the issuance of new shares.
The resolution of the Annual General Meeting to reduce the share
capital and to make a bonus issue must be made as a single
resolution. A valid resolution by the Annual General Meeting must be
seconded by shareholders representing not less than two thirds of
votes cast, as well as shares represented at the Annual General
Meeting, and shareholders with not less than two thirds of the class
B shares represented at the Annual General Meeting.
17. Resolution regarding authorisation to make adjustments
The Board of Directors proposes that the President is authorised to
make such minor adjustments under item 16 as may be warranted in
conjunction with registration at the Swedish Companies Registration
Office and VPC AB.
18. Authorisation for the Board of Directors to decide on purchase
and conveyance of own shares
The Board of Directors proposes that the Annual General Meeting
passes a resolution authorising the Board of Directors to decide -
during the period until the next following Annual General Meeting -
to repurchase up to the maximum number of class B shares so that the
Company's holding of own shares in treasury at no time exceeds 10
percent of the total number of shares outstanding in the Company.
Purchases shall be made over the OMX Nordic Exchange Stockholm at the
current share price.
The Board of Directors further proposes that the Annual General
Meeting authorises the Board of Directors - during the period until
the next following regularly scheduled Annual General Meeting - to
sell its own shares held in treasury in conjunction with acquisitions
of companies or businesses in ways other than over the OMX Nordic
Exchange Stockholm. The authorisation may be exercised on one or more
occasions and includes any and all shares held in treasury by the
Company at the time of the decision of the Board of Directors. The
authorisation includes a right to decide on a departure from the
pre-emptive right of shareholders and that payment may be effected in
forms other than money.
The purpose of repurchasing own shares is to allow for adaptation of
the Company's capital structure, and also to enable the Company to
pay for acquisitions using the Company's own shares. The holding of
own shares in treasury also secures the Company's obligations under
the option programme for members of senior management resolved in
December 2001.
________________________
The financial statements, the audit report and the complete proposals
of the Board of Directors for resolutions under items 9b (including
the statement of the Board of Directors pursuant to Chapter 18,
Section 4 of the Swedish Companies Act), 15 (including statement by
the auditor pursuant to Chapter 8, Section 54 of the Swedish
Companies Act), 16 (including statement by the auditor pursuant to
Chapter 20, Section 14 of the Swedish Companies Act) and 18
(including statement by the Board of Directors pursuant to Chapter
19, Section 22 of the Swedish Companies Act) of the agenda will be
available at the Company's offices from Monday, 11 August 2008 and
will be sent to shareholders who so request and provide their mailing
address. These documents and the proposal of the Election Committee
will also be available at the Company's website under address
www.addtech.com from the same point in time.
Stockholm, July 2008
Board of Directors
Addtech AB (publ)
Addtech AB, Box 602, SE-101 32 Stockholm, Sweden
Telephone +46-8-470 49 00, Fax +46-8-470 49 01 www.addtech.com,
info@addtech.com
Notice to attend the Annual General Meeting of Addtech AB (publ)
| Source: Addtech AB
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