Notice to the shareholders of Studsvik AB (publ), corporate identity number
556501-0997, to attend the Annual General Meeting to be held on Tuesday, April
26, 2011 at 4 p.m. at the World Trade Center, Klarabergsviadukten
70/Kungsbron 1, Stockholm.The premises will open for registration at 3 p.m.
Registration etc.
Shareholders wishing to attend the Annual General Meeting must be registered in
the share register kept by Euroclear Sweden AB on April 18, 2011 and must give
notification of attendance to the company by noon on Monday, April 18 at the
latest, either by letter to Studsvik AB, P O Box 556, SE 611 10 Nyköping, by
telephone on +46 155 22 10 33, by fax on +46 155 26 30 00 or by email
tostudsvik@studsvik.se.Notification of attendance can also be given on
Studsvik's website, www.studsvik.se.Please specify name, personal or corporate
identity number, address, telephone number and number of shares.
To be entitled to vote at the Annual General Meeting, shareholders whose shares
are nominee-registered must register the shares in their own name with Euroclear
Sweden AB.This re-registration must have been completed at the latest by Monday,
April 18, 2011.The shareholder must request the nominee to effect the re-
registration well in advance of that date.
Shareholders who have appointed a proxy must issue a written, dated power of
attorney to the proxy.A power of attorney issued for a legal person must be
accompanied by a certified copy of a certificate of registration, no more than
one year old.The original power of attorney should be sent to Studsvik AB in
good time before the meeting.A proxy form is available on the company's website,
www.studsvik.se, and can also be ordered by telephone, +46 155 22 10 33.
Shareholders wishing to bring advisors shall give notice of this in the time and
manner applicable to shareholders.
The Board of Directors' complete proposals and requisite documents under the
provisions of the Swedish Companies Act will be available at the company as of
April 5, 2011.
The following business will be transacted at the Annual General Meeting
1 Opening of the meeting.
2 Election of chairman of the meeting.
3 Drawing up and approval of the voting list.
4 Approval of the agenda.
5 Election of one or two persons to verify the minutes.
6 Consideration whether the meeting has been properly convened.
7 Presentation of the annual accounts, consolidated accounts and audit report
for 2010.
8 Report on the work of the Board, the Remuneration Committee and the Audit
Committee.
9 Address by Magnus Groth, President.
10 Report on the audit work in 2010.
11 Resolutions concerning
a) adoption of the income statement and balance sheet and the consolidated
accounts and consolidated balance sheet,
b) appropriation of the Company's profit according to the adopted balance
sheet,
c) discharge from liability of the members of the Board of Directors and the
President.
12 Resolution concerning amendment av Articles of Association.
13 Report of the Nomination Committee on its work.
14 Determination of the number of members of the Board of Directors.
15 Determination of the remuneration to the Board of Directors and the auditors.
16 Election of Board of Directors and auditors.
17 Other business.
a) Election of members of the Nomination Committee
b) Resolution on principles of remuneration and other conditions of
employment for senior executives.
18 Closing of the meeting.
Proposed resolutions
The Nomination Committee has prepared the proposals for items 2, 14, 15, 16 and
17a and the Board of Directors has prepared the proposals for items 11b, 12 and
17b.
Item 2 - Election of a chairman for the meeting.
The Nomination Committee proposes that the Chairman of the Board Anders Ullberg
be elected chairman of the Annual General Meeting.
Item 11b - appropriation of the Company's profit according to the adopted
balance sheet
In view of the fact that the Group's financial position is not in parity with
the Group's targets, the Board of Directors proposes that no dividend be
distributed for 2010.The Board of Directors proposes that the profits at the
disposal of the Annual General Meeting, SEK 649 751 668, be carried forward.
Item 12 - Resolution concerning amendment av Articles of Association
Under the Swedish Code of Corporate Governance no alternates are to be elected
for members of the Board elected by the Annual General Meeting.Further, the
provisions of the Swedish Companies Act concerning the mode of convening general
meetings of shareholders have been amended effective from January 1, 2011.The
Board of Directors therefore proposes that the Annual General Meeting resolve
that Studsvik AB's Articles of Association be amended to delete election of
alternates and enable application of the simplified procedure for convening
general meetings as prescribed in the Swedish Companies Act.The proposals entail
amendment of the wording of sections 6 and 9 of the Articles of Association.
In addition, minor editorial amendments to the Articles of Association are
proposed (movement of text between sections).
Section 6 Board of Directors - Current Section 6 Board of Directors -
wording Proposed wording
The Board of Directors shall consist of a The Board of Directors shall consist
minimum of three (3) and a maximum of nine of a minimum of three (3) and a
(9) members with a maximum of six (6) maximum of nine (9) members.The
alternates.The members and alternates members shall be elected annually at
shall be elected annually at the Annual the Annual General Meeting for the
General Meeting for the period up to the period up to the conclusion of the
conclusion of the next Annual General next Annual General Meeting.
Meeting.
Section 9 Notice to attend a general Section 9 Notice to attend a general
meeting - Current wording meeting - Proposed wording
Notice to attend a general meeting of Notice to attend a general meeting of
shareholders shall be given by shareholders shall be given by
advertisement in Post- ochInrikesTidningar advertisement in Post-
(the Swedish Official Gazette) and the ochInrikesTidningar (the Swedish
daily newspaper SvenskaDagbladet.Notice to Official Gazette) and on the
attend a general meeting of shareholders company's website.On the date of the
shall be given no earlier than six and no notice to attend, an announcement
later than four weeks before the meeting. that the meeting has been convened
However, notice to attend an extraordinary shall be published in the daily
general meeting that is not to deal with newspaper SvenskaDagbladet.
an amendment to the Articles of
Association, shall be given no later than
two weeks before the meeting.
Notice to attend a general meeting of
shareholders shall be given no
earlier than six and no later than
In order to participate in a general four weeks before the meeting.
meeting a shareholder must notify the However, notice to attend an
company at the latest before noon on the extraordinary general meeting that is
date given in the notice to attend the not to deal with an amendment to the
general meeting.This date may not fall on Articles of Association, shall be
a Sunday, other public holiday, Saturday, given no later than three weeks
Midsummer's Eve, Christmas Eve or New before the meeting.
Year's Eve and not fall earlier than the
fifth business day before the general
meeting.
A shareholder may bring an advisor to a
general meeting only if the shareholder
has notified the company of the number of
advisors in accordance with the provisions
of the previous paragraph.
Item 14 - Determination of the number of members of the Board of Directors
The Nomination Committee proposes that the Board of Directors shall consist of
seven (7) members.
Item 15 - Determination of the remuneration to the Board of Directors and the
auditors
The Nomination Committee proposes that the fees in remain unchanged, meaning
that SEK 650 000 is payable to the Chairman and SEK 225 000 to ordinary
members.The Nomination Committee further proposes that the fees to the members
of the Audit Committee be unchanged, meaning that a fee of SEK 100 000 is
payable to the chairman and a fee of SEK 50 000 is payable to members.
The Nomination Committee proposes that the remuneration to the auditors be in
accordance with their approved invoice.
Item 16 - Election of Board of Directors and auditors
The Nomination Committee proposes that Jan Barchan, Lars Engström, Anna Karinen,
Alf Lindfors, Per Ludvigsson, AgnetaNestenborg and Anders Ullberg be re-elected
with Anders Ullberg as Chairman.
The Nomination Committee proposes that the registered public accounting firm
PricewaterhouseCoopers AB be elected as auditors up to the conclusion of the
Annual General Meeting in 2012.
Item 17a - Election of members of the Nomination Committee
The Nomination Committee proposes, in accordance with the instructions adopted
at the Annual General Meeting in 2010, that StinaBarchan (Briban Invest), Erik
Feldt (Nordeas Fonder), Bill Tunbrant (representative of the Karinen family) and
Anders Ullberg (Chairman of the Board) be appointed as members of the Nomination
Committee.
Item 17b - Resolution on principles of remuneration and other terms and
conditions of employment for senior executives
The Board of Directors proposes that the General Meeting adopts a remuneration
policy for senior executives with the following main features, which means no
change is proposed to the policy adopted by the Annual General Meeting in 2010.
Fixed salary Senior executives will be offered a commercially competitive fixed
salary based on the individual executive's responsibilities and powers.Salary
shall be fixed for a calendar year.
Variable remuneration - Senior management may be offered variable
remuneration.Variable remuneration may not exceed 50 per cent of fixed
salary.Senior executives are entitled to convert variable remuneration to extra
pension payments on their own initiative.Variable remuneration shall primarily
be based on the Group's financial targets.A model for variable remuneration
shall be determined for the financial year.
Pension Apart from the provisions agreed in collective agreements or other
agreements, senior executives are entitled to arrange pension solutions on an
individual basis.Salary may be used instead to increase pension allocation,
given that the cost to Studsvik remains unchanged over time.
Notice of termination and severance pay A maximum period of notice of 12 months
from either senior executives or Studsvik is applicable.A severance payment
equivalent to a maximum of 12 months' salary, in addition to salary during the
period of notice, may be payable.
Other
The total number of shares in Studsvik AB is 8 218 611 shares.Studsvik AB does
not hold any shares of its own.
Shareholders are in the normal way welcome to put questions at the Annual
General Meeting.To facilitate replies to questions you are very welcome to send
them in advance to the company by post to Studsvik AB, P O Box 556, SE 611 10
Nyköping, or via email to studsvik@studsvik.se.
Nyköping, March 2011
STUDSVIK AB (publ)
Board of Directors
Facts about Studsvik
Studsvik offers a range of advanced technical services to the international
nuclear power industry in such areas as waste treatment, decommissioning,
engineering & services, and operating efficiency. The company has 60 years
experience of nuclear technology and radiological services. Studsvik is a
leading supplier on a rapidly expanding market. The business is conducted
through five segments: Sweden, United Kingdom, Germany, USA and Global Services.
Studsvik has 1,200 employees in 8 countries and the company's shares are listed
on the NASDAQ OMX Stockholm.
Studsvik is publishing this information pursuant to the Securities Market Act
and/or the Financial Instruments Trading Act. The Information was released for
public disclosure on March 24, 2011 at 03:00 PM CET.
www.studsvik.com
[HUG#1499754]
Notice to attend the Annual General Meeting of the shareholders of Studsvik AB (publ)
| Source: Studsvik AB
Attachments
