Shareholders of ÅF AB (publ) are invited to the Annual General
Meeting of the company that will take place at 17.00 (5.00 pm) on
Tuesday 5 May 2009 at the company's headquarters (address:
Frösundaleden 2, Solna, Sweden). Registration of admittance will
commence at 16.00 (4.00 pm).
Entitlement to attend
Shareholders who wish to participate in the Annual General Meeting
must
* have their names entered in the shareholders' register maintained
by Euroclear Sweden AB (formerly VPC AB, the Swedish Central
Securities Depository) on Tuesday 28 April 2009 at the latest,
and
* confirm their intention to participate by 16.00 (4.00 pm) on
Tuesday 28 April 2009 at the latest.
Shareholders who have elected to use a nominee for their shareholding
must temporarily re-register their shares in their own name if they
wish to exercise the right to participate in the Annual General
Meeting. Shareholders who wish to re-register their shareholding in
this way must inform their nominee of this good in advance of Tuesday
28 April 2009.
Registration
Notice of an intention to participate in the Annual General Meeting
can be made by post to ÅF AB, Legal, SE-169 99 Solna, Sweden, by
faxing +46 (0)8-653 56 13, or via www.afconsult.com.
Shareholders must give their names, and are kindly requested also to
provide details of (when applicable) their personal or corporate
identity number, address, telephone number, registered shareholding
and number of assistants/advisors (maximum of two) to be present at
the Annual General Meeting. The notification of attendance should
also include documentary proof of entitlement to represent the share
holder (proxy, registration certificate, etc.).
Proxy form
Proxy forms for shareholders who wish to participate in the Annual
General Meeting by proxy are available via the company's website
www.afconsult.com. Proxy forms to be issued by post are available via
the address details for ÅF AB given above.
Annual Report
It is anticipated that the Annual Report and Auditors' Report will be
available at the company and will be despatched to shareholders
during the week beginning 6 April.
Proposed agenda for the Annual General Meeting
1 Election of a chairman for the meeting.
2 Preparation and approval of the list of those eligible to vote.
3 Approval of the agenda.
4 Election of one or two persons to check the minutes.
5 Confirmation of the legality of the notice of the meeting.
6 The President/CEO's address.
7 Report of the work of the Board of Directors and the Remuneration
and Audit Committees.
8 Presentation of the Annual Report and the Auditors' Report together
with the consolidated
accounts and the auditors' report for the same.
9 Resolutions concerning:
* the approval of the income statement and the balance sheet
together with the consolidated income statement and the
consolidated balance sheet;
* appropriations and allocations of the profit or loss made by the
company according to the approved balance sheet, and the record
day for the right to receive a shareholders' dividend;
* discharge from liability for the members of the Board of
Directors and the President/CEO.
10 Confirmation of the number of board members and deputy members to
be elected by the meeting.
11 Confirmation of the remunerations to be awarded to the Board of
Directors and the Auditors.
12 Election of Chairman of the Board, other members of the Board of
Directors and any deputies.
13 Resolution concerning the Nomination Committee.
14 Resolution concerning the principles for remuneration and other
terms of employment for senior executives of the company.
15 Resolution concerning the Performance-Related Share Programme
2009.
16 Resolution authorising the Board of Directors to acquire and
transfer the company's own shares.
17 Resolution authorising the Board of Directors to make a new issue
of shares.
18 Proposal for a conditional amendment to the company's Articles of
Association with regard to the rules referring to the Notice of
Shareholders' Meetings.
19 Any other business relevant to the Annual General Meeting of
Shareholders in accordance with the Swedish Companies Act.
20 Close of the Annual General Meeting.
Election of a chairman for the meeting (item 1 on the agenda)
The Nomination Committee proposes Mr Martin Börresen (attorney at
law) to chair the meeting.
Shareholders' dividend (item 9 on the agenda)
The Board of Directors proposes a shareholders' dividend of SEK 6.50
per share. It is proposed that Friday, 8 May 2009 be made the record
day for the right to receive this dividend. It is anticipated that
payment will be made via Euroclear Sweden AB on Wednesday 13 May
2009.
Proposals re: the election of the Board of Directors and
remunerations and emoluments to the directors and auditors (items 10,
11 and 12 on the agenda)
The Nomination Committee, comprising Ulf Dinkelspiel (Chairman of the
Board of ÅF AB), Anders Snell (representing Ångpanneföreningen's
Foundation for Research & Development and also the Chairman of the
Nomination Committee), Åsa Nisell (representing Swedbank Robur fund
management) and Peter Rudman (representing Nordea fund management)
proposes that the Board of Directors of the company shall continue to
consist of eight members elected by the Annual General Meeting with
no deputies. It is proposed that seven of the current directors of
the company, Ulf Dinkelspiel, Patrik Enblad, Tor Ericson, Eva-Lotta
Kraft, Jon Risfelt, Helena Skåntorp and Lena Treschow Torell, be
re-elected as directors of the company. It is proposed that Anders
Snell be elected to serve as a director of the company. Magnus Grill
has stood down from re-election. The Nomination Committee's
motivation concerning the proposals it has made for the election of
directors is available on the company's homepage.
Among those proposed for election to the Board of Directors, the
Nomination Committee considers that Anders Snell has a position of
dependence with regard to the largest shareholder,
Ångpanneföreningen's Foundation for Research & Development. One of
the Directors proposed for re-election, Tor Ericson, has a position
of dependence with regard to the company and the ÅFOND Staff
Foundation.
The Nomination Committee proposes that Ulf Dinkelspiel be re-elected
Chairman of the Board of Directors.
The Nomination Committee proposes that remunerations to the Board up
until the time of the next Annual General Meeting remain unchanged at
a total of SEK 1,450,000, of which SEK 400,000 is allocated to the
Chairman of the Board of Directors and SEK 175,000 is allocated to
each of the six remaining directors who hold no other position of
paid employment within the ÅF Group.
With regard to the Audit Committee, the Nomination Committee proposes
that the fees paid to members of the Audit Committee who hold no
other position of paid employment within the ÅF Group remain
unchanged at SEK 75,000 to the Chairman of the Audit Committee and
SEK 35,000 each to the other members. For those members of the
Remuneration Committee who hold no other position of paid employment
within the ÅF Group, it is proposed that the fees paid remain
unchanged at SEK 50,000 for the Chairman and SEK 35,000 for the other
members of the Remuneration Committee.
The Nomination Committee also proposes that remuneration to the
auditors shall be paid in accordance with approved invoices.
Proposed resolution concerning the Nomination Committee (item 13 on
the agenda)
The Nomination Committee appointed to submit proposals to the 2009
Annual General Meeting of ÅF AB proposes that the principles for the
appointment of the Nomination Committee shall be as follows:
The Nomination Committee shall consist of representatives of a
minimum of three and a maximum of five of the largest shareholders by
voting entitlement, in addition to the Chairman of the Board. The
Chairman of the Board will contact the largest shareholders by voting
entitlement to invite them to participate in the Nomination
Committee. The entitlement shall be based on Euroclear Sweden AB's
list of shareholders (by groups of owners) on the last banking day in
August, and on other reliable information provided to the company on
the last banking day in August.
The names of the members of the Nomination Committee and the names of
the shareholders they represent are to be published at the latest six
months before the Annual General Meeting. If any of the largest
shareholders by voting entitlement waives the invitation to appoint a
member of the Nomination Committee, the next largest shareholder by
number of votes shall be given the opportunity to appoint a member.
The person appointed by the largest shareholder by voting entitlement
shall be appointed Chairman of the Nomination Committee, unless the
Nomination Committee decides otherwise. The Nomination Committee
exercises its mandate until the appointment of a new Nomination
Committee.
If significant changes take place in the ownership structure after
the Nomination Committee has been constituted and more than two
months before the Annual General Meeting, the composition of the
Nomination Committee shall be altered to accord with the principles
specified above if a major new owner expresses a wish to appoint a
member: this shall be done either by replacing the committee member
who has been appointed by the smallest shareholder by voting
entitlement, or by expanding the Nomination Committee to include one
additional member. Shareholders who acquire sufficient shares to
qualify as one of the three largest shareholders by voting
entitlement within the two months preceding the Annual General
Meeting shall have the right to a co-opted representative on the
Nomination Committee.
Then Nomination Committee shall submit proposals to the Annual
General Meeting on:
* the election of a Chairman for the Annual General Meeting,
* the election of a Chairman of the Board and other members of the
Board of Directors of the company,
* the allocation of Directors' fees between the Chairman of the
Board and other Directors, and any remuneration for committee
work,
* election and remuneration of Auditors and Deputy Auditors (where
appropriate), and
* resolutions on the principles for the appointment of the
Nomination Committee.
The Nomination Committee shall have the right to charge the company
for expenses such as those incurred in conjunction with the use of
recruitment consultants, whose assistance may be required to enable
the Nomination Committee to execute its duties properly. No fees are
payable to members of the Nomination Committee.
Proposals for resolutions concerning the principles for remuneration
and other terms of employment for senior executives of the company
(item 14 on the agenda)
The Remuneration Committee
The Board appoints a Remuneration Committee which is tasked with
making recommendations in respect of terms of employment, pension
benefits and bonus systems for senior executives. The remit of the
Remuneration Committee shall also cover overall terms of employment
and remuneration for all employees of the company.
Senior executives
The term "senior executives" refers to the President/CEO, the senior
management group and managers who report directly to the
President/CEO.
Remuneration
The ÅF Group's aim is that remuneration shall be payable on
competitive market terms which enable the Group to recruit and retain
senior executives. ÅF has adopted the "grandfather principle", under
the terms of which remuneration levels must always be approved by
each manager's manager.
The remuneration of key management personnel consists of basic
salary, variable remuneration, pensions, company car, other
emoluments and share-related incentive schemes.
Basic salary and variable remuneration
Remuneration shall be based on factors such as duties, expertise,
experience, position and performance. In addition, the ratio between
basic salary and variable remuneration shall be related to the
individual's position and duties. Variable remuneration for the
President/CEO is a maximum of 75 % of fixed annual salary; for other
employees it is normally a maximum of 60 % of fixed annual salary.
Fixed annual salary is current monthly salary multiplied by 12.2.
Variable remuneration is the amount after the deduction of social
security contributions. The variable component of salary is based on
outcomes in relation to targets. The targets and salary of the
President/CEO are set by the Board of Directors. For other senior
executives, these are set by the President/CEO in consultation with
the Remuneration Committee.
Pension
Senior executives shall have defined-contribution pension plans with
market premiums. All pension benefits shall be vested, and shall not,
therefore, be dependent on future employment. The retirement age for
the President/CEO is 60 and for other senior executives, 65 (with the
exception of contracts signed before 2002).
Share-related incentive schemes
Senior executives within the ÅF Group may be eligible to participate
in various types of incentive scheme on market terms. The purpose of
a share-related incentive scheme is to increase and spread share
ownership among senior executives. The assumption is that a personal,
long-term ownership commitment among key personnel encourages
increased interest in the business and profitability while also
strengthening motivation and identification with the company. Before
finalising the number of performance-related shares to be offered to
senior executives, the Board will consider whether performance
matching is reasonable in the light of the company's position and
performance and the situation on the stock market and in general. If
the Board determines that this is not the case, the Board shall
reduce the number of performance-related shares to be offered to a
lower number which the Board considers appropriate.
Termination of employment and severance pay
In the event that the President/CEO is given notice by the company,
the period of notice is 24 months. If the President/CEO gives notice,
the period of notice is 6 months.
As regards the period of notice between the company and other senior
executives, the usual period of notice from the company's side is 12
months and from the employee's side, 6 months.
Proposal re: resolution concerning the Performance-Related Share
Programme 2009 (item 15 on the agenda)
Background and reasons for the proposal
The Board of Directors believes that it is important and in the
interests of all shareholders that key employees in the Group have a
long-term interest in the positive development of the value of the
company's shares and, this being so, the Board proposes that the
Annual General Meeting approve the long-term incentive programme for
key employees that is described below.
The purpose of this long-term incentive programme is to encourage
continued loyalty among employees and excellent performance over the
long term. To participate in the scheme, employees must invest their
own money. The Board of Directors is, moreover, of the opinion that
the incentive programme also makes the Group more attractive as an
employer.
In order to implement the Performance-Related Share Programme 2009,
the Board of Directors proposes that a maximum total of 272,000 class
B shares may be transferred to employees in the ÅF Group and on the
Nasdaq OMX Stockholm in order to cover social security contributions
and other costs related to the programme.
The Board of Directors proposes that the Annual General Meeting
resolve on the implementation of a long-term Performance-Related
Share Programme 2009, extending to 272,000 class B shares in
accordance with the principal guidelines that follow:
a) Up to 150 key employees including the CEO shall - with the
exception of the statements made in item c) below - be offered the
opportunity to participate in the Performance-Related Share Programme
2009.
b) Employees who participate in the Performance-Related Share
Programme 2009 may, during the 12-month period from the
implementation of the programme, save an amount equivalent to a
maximum of 5 percent of their gross salary for the purchase of class
B shares on the Nasdaq OMX Stockholm. If the employee retains the
shares purchased for three years from the date of the investment and
if the employee has been continuously employed by the ÅF Group during
the entire three-year period, the employee will be entitled to the
matching of shares, free of consideration, under the following
conditions:
Approximately 134 business area managers, section managers and
certain specialists may be given the right to performance-matching of
up to four shares for every share purchased. Approximately 15
employees in the senior management group may be given the right to
performance-matching of up to five shares for every share purchased.
The President may be given the right to performance-matching of up to
six shares for every share purchased.
c) Participation in the Performance-Related Share Programme 2009 is
contingent upon the fact that such participation is admissible in law
and that, in the opinion of the company, it can be undertaken at
reasonable administrative cost and with reasonable financial
investment. The Board of Directors does, however, reserve the right
to implement an alternative incentive solution for employees in
countries where participation in the Performance-Related Share
Programme 2009 is inappropriate. Any such alternative incentive
solution shall, as far as is practically possible, correspond to the
terms of the Performance-Related Share Programme 2009.
d) The terms and conditions for performance-matching for key
employees are based on the company's operating margin before
extraordinary items in relation to a number of comparable companies
and to the growth in the company's earnings per share over a
three-year period. The performance target may be adjusted if events
occur that affect the commercial activities of the ÅF Group or the
number of outstanding shares in the company, or affect the
performance target in any other way that is deemed relevant by the
Board of Directors.
e) Before the number of performance shares for matching is finally
determined, the Board of Directors shall consider whether
performance-matching is reasonable with regard to the company's
financial performance and position, and the situation both on the
stock market and in general. Should the Board of Directors conclude
that full matching is not appropriate, it may reduce the number of
performance shares to a number the Board of Directors deems
appropriate.
Proposal for a resolution authorising the Board to acquire and
transfer the company's own shares (item 16 on the agenda)
a) The Board proposes that the Annual General Meeting grant the Board
a mandate, for the period until the next Annual General Meeting, to
acquire ÅF shares on the Nasdaq OMX Stockholm or make acquisition
offers to shareholders, and to transfer ÅF shares on the OMX Nordic
Exchange Stockholm.
b) The Board also proposes that the Board be granted a mandate to buy
and sell on one or more occasions in the period up to but not after
the 2010 Annual General Meeting the company's class B shares for the
implementation of the Performance-Related Share Programme for 2009.
Purchases may be made only on the Nasdaq OMX Stockholm and at a price
within the current registered price range on the purchase date. A
maximum of 272,000 class B shares may be acquired to ensure the
provision of shares to participants in the Performance-Related Share
Programme for 2009 and to hedge the costs associated with this
action. A maximum of 272,000 class B shares may be transferred to
participants in the long-term Performance-Related Share Programme for
2009 that is specified under item 15. In addition, the company shall
have the right to transfer before the 2010 Annual General Meeting a
maximum of 60,000 shares from its holding of 272,000 shares on the
Nasdaq OMX Stockholm to cover certain expenditures for the programme,
primarily social security contributions.
The aim of the proposed buyback mandate as described in (a) and (b)
above is to give the Board greater freedom of action in the company's
restructuring process and, in accordance with the conditions
described above, to enable the company to transfer shares to company
employees. The buyback is to be controlled in such a way that the
company's own holding does not to exceed 1/10 of the total number of
shares in the company.
Proposal for a resolution authorising the Board to make a new issue
of shares (item 17 on the agenda)
The Board proposes that the Annual General Meeting grant the Board a
mandate to issue new shares of class B on one or more occasions
before the next Annual General Meeting. Payment for new shares may be
in capital contributed in kind or, with preferential rights for
shareholders, against cash. The purpose of such an issue is to
increase share capital by issuing shares on market terms. However,
the maximum number of new shares issued must not exceed 1,500,000,
which corresponds to an increase of a maximum of SEK 15,000,000 in
the company's share capital.
Proposal for a conditional amendment to the company's Articles of
Association with regard to the rules referring to the Notice of
Shareholders' Meetings (item 18 on the agenda)
In order to comply with new rules that are expected to enter into
force before the 2010 Annual General Meeting, the Board of Directors
proposes an amendment to §11 in the company's Articles of Association
with regard to the manner in which the invitation to attend the
Annual General Meeting is issued.
Current wording:
Notice of shareholders' meetings shall be made through advertisements
in the Swedish Official Gazette (Post- och Inrikes Tidningar) and in
the business newspaper, Dagens Industri. Notice of the Annual General
Meeting and notice of extraordinary general meetings at which
amendments to the Articles of Association are to be considered shall
be published no earlier than six (6) weeks and no later than four (4)
weeks before the meeting. Notice of other extraordinary general
meetings shall be published no earlier than six (6) weeks and no
later than two (2) weeks before the meeting.
Proposed new wording:
Notice of shareholders' meetings shall be made through advertisements
in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on
the company's website. A notice in the business newspaper, Dagens
Industri, will announce that the invitation to attend the Annual
General Meeting has been issued.
Notice of the Annual General Meeting and notice of extraordinary
general meetings at which amendments to the Articles of Association
are to be considered shall be published no earlier than six (6) weeks
and no later than four (4) weeks before the meeting. Notice of other
extraordinary general meetings shall be published no earlier than six
(6) weeks and no later than two (2) weeks before the meeting.
The Board of Directors proposes that the Annual General Meeting's
resolution with regard to this change in the company's Articles of
Association shall be conditional upon the fact that an amendment to
the Swedish Companies Act (SFS 2005:551) has entered into force
regarding the manner in which invitations to attend the Annual
General Meeting are issued, and that this therefore makes the
proposed new wording for §11 consistent with the Companies Act.
Shares and votes
ÅF's share capital totals SEK 170,295,010 and comprises a total of
17,029,501 shares, of which 804,438 are class A shares and 16,225,063
are class B shares, corresponding to a total of 24,269,443 votes.
Class A shares entitle the holder to 10 votes per share. Class B
shares entitle the holder to one vote per share. As at 23 March 2009
ÅF AB held 82,000 of the company's own class B shares, corresponding
to 82,000 votes for which there can be no representation at the
Annual General Meeting.
Other information
To duly ratify the decisions with regard to items 16 (a), 17 and 18
above, it is necessary that the proposal is supported by shareholders
representing at least two thirds of both the votes cast and of the
shares represented at the Annual General Meeting. To duly ratify the
decisions with regard to items 15 and 16 (b) above, it is necessary
that the proposal is supported by shareholders representing at least
nine tenths of both the votes cast and of the shares represented at
the Annual General Meeting.
The full texts of the proposals of the Board of Directors with regard
to the resolutions above, together with a statement from the Board of
Directors with regard to the proposals concerning the shareholders'
dividend and the buy-backs of the company's own shares will be
available at the company's headquarters (address: Frösundaleden 2,
Solna, Sweden) from 20 April 2009 and will also be posted on the
company's website www.afconsult.com. Shareholders who wish to avail
themselves of these documents may apply to the company to have the
material forwarded to them by post or e-mail.
Stockholm, April 2009
ÅF AB (publ)
Board of Directors
Web-based Annual Report
ÅF's web-based Annual Report for 2009 will be published during the
week starting 6 April 2009 under the address www.afconsult.com.