AB Industrivärden (publ) will hold the Annual General Meeting at 2.00 p.m. on
Wednesday, May 5, 2010, at the Grand Hotel, Vinterträdgården room (entrance at
the corner of Stallgatan/Blasieholmsgatan), in Stockholm. Registration begins
at 1.00 p.m.
Right to attend and notification
A person who is registered as a shareholder in the shareholder register,
maintained by Euroclear Sweden AB on Wednesday, April 28, 2010, is entitled to
attend if he or she has notified the company of their intention to attend the
Annual General Meeting by Wednesday, April 28, 2010. Notification can be made
by post to AB Industrivärden (publ), Box 5403, SE-114 84 Stockholm, Sweden; by
phone at +46-8-666 64 00; by fax at +46-8-661 46 28; or by e-mail at
agm@industrivarden.se. Notification by e-mail requires receipt of confirmation
(weekdays within 24 hours) that notification has been made. Notification can
also be made using the form on Industrivärden's website:
www.industrivarden.net. Upon notification, shareholders must provide their
name, personal ID number/corporate registration number, address and phone
number. The same dates, addresses, etc. apply for notification of the number of
any assistants accompanying the shareholder. Powers of attorney, certificates
of incorporation and other authorization documents must be on hand at the
Annual General Meeting. To facilitate entry to the Meeting such documents
should be sent to the Company not later than April 28, 2010. Any powers of
attorney must be shown in original and may not be older than one year. The
Company provides power of attorney forms on its website:
www.industrivarden.net.
Shareholders whose shares are registered in the name of a nominee must, in
order to be entitled to attend the Meeting, request that their nominee
re-register their shares in their own names, so that the shareholder is
registered in the shareholder register on April 28, 2010. Such registration may
be temporary. Shareholders who wish to register their shares in their own names
should inform their nominee well in advance of April 28, 2010.
The Board's proposed agenda
1 Opening of the meeting
2 Election of a chairman to preside over the AGM
3 Drawing-up and approval of the register of voters
4 Approval of the agenda
5 Election of persons to check the minutes
6 Decision as to whether the AGM has been duly convened
7 Presentation of:
a. the annual report and audit report, and of the consolidated accounts and
audit report for the Group,
b. the auditor's statement on whether the guidelines for executive
compensation, that have applied since the previous Annual General Meeting, have
been followed,
c. the Board's proposed distribution of earnings and statement in support of
such
8 Address by the CEO
9 Decisions concerning:
a. adoption of the Income Statement and Balance Sheet, and the Consolidated
Income Statement and Consolidated Balance Sheet,
b. distribution of the Company's earnings as shown in the adopted Balance Sheet
c. the record date, in the event the AGM resolves to distribute earnings
d. discharge from liability to the Company of the members of the Board of
Directors and the CEO
10 Decision on the number of directors
11 Decision regarding fee for each of the directors
12 Election of directors and the Chairman of the Board
13 Decision on the number of auditors
14 Decision regarding fee for the auditor(s)
15 Election of auditor(s)
16 Decision on a nominating committee
17 Decision on guidelines for executive compensation
The Board's other proposals
Dividend and record date (items 9b and 9c)
The Board of Directors and CEO propose a dividend of SEK 3.00 per share.
May 10, 2010, has been proposed as the record date for payment of the dividend.
Provided that the Annual General Meeting votes in favour of this proposal,
dividends are expected to be sent via Euroclear Sweden AB on May 14, 2010.
Guidelines for executive compensation (item 17)
As in the preceding year, compensation paid to the CEO and other members of the
executive management shall consist of base salary, a variable salary component,
other benefits and pension. The total compensation should be in line with the
going rate in the market and competitive, and shall be commensurate with the
executive's responsibilities and authority. The variable salary component
consists of a short-term variable salary (yearly) and a long term variable
salary. The short-term variable salary component is based on outcome in
relation to set targets and on individual performance, and shall have a cap and
never exceed the base salary. The long-term variable salary is based on
incentive programs that are linked to the long-term performance of the
Company's stock. None of the variable components shall be pensionable. Upon
termination of an executive's employment contract by the Company, a two-year
term of notice applies. There should not be any severance pay. Pension benefits
shall be either defined-benefit or defined-contribution, or a combination of
both, and give the members of the executive management the right to retire from
60 years or 65 years of age, depending on their position. The Board may depart
from these guidelines if there are special reasons for doing so in individual
cases.
The Nominating Committee's recommendations
The Nominating Committee has consisted of Tom Hedelius, Chairman of the Board;
Bo Damberg, the Jan Wallander and Tom Hedelius Foundation and others; Håkan
Sandberg, Handelsbanken Pension Foundation, Handelsbanken Pension Fund and
others; Ulf Lundahl, L E Lundbergföretagen; and Anders Nyberg, SCA pension
foundations and others. Håkan Sandberg served as Nominating Committee Chair.
The Nominating Committee has made the following recommendations:
Chairman to preside over the AGM (item 2):
Attorney Sven Unger.
Number of directors (item 10):
Eight directors and no deputies.
Directors' fees (item 11):
Unchanged fee per director, entailing SEK 1,200,000 for the Chairman of the
Board, and SEK 400,000 for each of the other non-executive directors. No
separate fee is paid for committee work.
Directors (item 12):
Re-election of Olof Faxander, Boel Flodgren, Finn Johnsson, Fredrik Lundberg,
Sverker Martin-Löf, Lennart Nilsson and Anders Nyrén. New election of Hans
Larsson. Tom Hedelius has declined re-election.
Chairman of the Board: Sverker Martin-Löf.
Hans Larsson was born in 1942 and holds a Master of Science. He is Chairman of
the Board of, among others, Handelsbanken, Nobia and Attendo. Hans Larsson was
previously CEO of Nordstjernan, Esselte and Swedish Match.
Number of auditors (item 13):
One auditor.
Auditor(s) fee (item 14):
Fee on account (unchanged).
Auditor(s) (item 15):
Re-election of PricewaterhouseCoopers AB for the period up until the end of the
Annual General Meeting 2014.
Nominating committee (item 16):
The Annual General Meeting assigns the Chairman of the Board with the task of
contacting four shareholders from among the largest registered shareholders in
terms of votes in Euroclear Sweden AB's printout of the shareholder register as
per the last business day in August 2010, who each appoints one representative
who is not a director on the Company's board, to form together with the
Chairman of the Board a nominating committee for the time until a new
nominating committee has been appointed based on the mandate from the next
year's Annual General Meeting. The Nominating Committee appoints a committee
chair from among its members. The composition of the Nominating Committee shall
be made public not later than six months before the 2011 Annual General
Meeting. No fee is payable for work on the Nominating Committee. If a member
leaves the Nominating Committee before its work has been completed, and if the
Nominating Committee is of the opinion that there is a need to replace said
member, the Nominating Committee shall appoint a new member. Any change in the
Nominating Committee's composition shall be announced immediately.
Documents
Accounting documents, audit reports and auditors' statements, and the Board's
proposed distribution of earnings and statement in support of such, will be on
hand for the shareholders at the Company two weeks before the Annual General
Meeting. These documents will also be published on the Company's website,
www.industrivarden.net, and will be sent to shareholders at their postal
address upon request. The documents will also be available at the Annual
General Meeting.
Number of shares and votes in the Company
The total number of shares in AB Industrivärden is 386,271,224. The total
number of votes is 280,319,786. The number of shares and votes reflects the
situation as per the day of this notice.
Stockholm, March 2010
The Board of Directors
AB Industrivärden (publ)
