Corrected version of the earlier press release of today (21 July 2011) with the
complete Notice for the 2011 Annual General Meeting included in the press
release (and not as an attachment).
The shareholders of B&B TOOLS AB (publ), Corp. Reg. No. 556034-8590, are hereby
given notice to attend the Annual General Meeting of Shareholders to be held at
4:30 p.m. on Thursday, 25 August 2011, at Näringslivets Hus, Storgatan 19,
Stockholm.
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the Annual General Meeting must:
(a) be recorded in the share register maintained by Euroclear Sweden AB, not
later than Friday, 19 August 2011
(b) file notice of their intention to attend with the Company's head office not
later than 3:00 p.m. on Friday, 19 August 2011, at B&B TOOLS AB (publ), Box
10024, SE-100 55 Stockholm, Sweden, by telephone at +46 8 660 10 30, by fax at
+46 8 660 58 70, by e-mail at info@bb.se or via the Internet on B&B TOOLS'
website at www.bb.se.
Such notice must contain the shareholder's name, civil registration number
(corporate registration number), telephone number (daytime), registered
shareholding and the names of any attending advisors.
The shareholder's rights at the Annual General Meeting may be exercised by
proxy. A Power of Attorney for a legal entity must be signed by an authorised
signatory and a copy of a current certificate of incorporation, stating the
authorised signatory, must be attached. The Power of Attorney may not be older
than one year. A copy of the Power of Attorney must be submitted together with
the notice and shall be presented in its original prior to the start of the
Meeting.
To exercise their voting rights at the Meeting, shareholders whose shares are
registered in the name of a nominee must temporarily register their shares in
their own name via their nominee. Such registration must be completed not later
than Friday, 19 August 2011.
Shareholders who wish to submit issues to be dealt with by the Annual General
Meeting under the item "Other matters" are welcome to contact ir@bb.se, or send
a letter to Annual General Meeting, B&B TOOLS AB, Box 10024, SE-100 55
Stockholm, Sweden.
PROPOSED AGENDA
1. Opening of the Meeting.
2. Election of Chairman to preside over the Meeting.
3. Compilation and approval of the Electoral Register.
4. Approval of the agenda proposed by the Board of Directors for the Meeting.
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 convened.
7. Presentation of the Annual Report and Audit Report and the consolidated
financial statements and consolidated Audit Report, and an account by the
Company's auditor.
8. Address by the President and CEO.
9. Motions regarding:
a) adoption of the income statement and balance sheet and the
consolidated income statement and consolidated balance sheet,
b) allocation of the Company's profit according to the adopted balance
sheet,
c) discharge from liability for the directors and the President and CEO.
10. Determination of the number of directors.
11. Ratification of fees for the Board of Directors and the auditors.
12. Election of directors and Chairman of the Board of Directors.
13. Election of registered auditing firm.
14. Motion regarding the Election Committee, etc. for the Annual General
Meeting of Shareholders in 2012.
15. Adoption of guidelines for determining remuneration and other terms of
employment for the President and CEO and other members of Group Management.
16. Other matters.
17. Close of the Meeting.
MOTIONS PROPOSED BY THE ELECTION COMMITTEE CONCERNING ITEMS 2 AND
10-14 ABOVE
At the Annual General Meeting of Shareholders held on 25 August 2010, a motion
was passed to authorise the Chairman of the Board of Directors to contact the
largest shareholders by vote, requesting them to appoint four members who,
together with the Chairman of the Board, would constitute an Election Committee
for the future election of directors. In accordance herewith, and as reported in
the Company's Interim Report published on 16 February 2011, the following
persons were appointed to serve as members of the Election Committee: Tom
Hedelius (Chairman of the Election Committee), Björn Franzon (representative of
Swedbank Robur Funds), Tomas Ramsälv (representative of Odin Fonder), Per Trygg
(representative of SEB Fonder) and Anders Börjesson.
The Election Committee, the members of which represent approximately 50 percent
of the total number of votes, has reported that it will propose to the Annual
General Meeting of Shareholders to be held on 25 August 2011 to resolve as
follows with respect to the above matters:
Item 2 Election of Chairman to preside over the Meeting
Tom Hedelius.
Item 10 Determination of the number of directors
Six regular directors (five in the preceding year).
Item 11 Ratification of fees for the Board of Directors and the auditors
Aggregate directors' fees of SEK 1,475,000 (preceding year, SEK 1,250,000) to be
distributed as follows:
Chairman of the Board of Directors: SEK 450,000 (preceding year, SEK 450,000)
Vice Chairman of the Board of Directors: SEK 350,000 (preceding year, SEK
350,000)
Other directors who are not employees of the Company: SEK 225,000 (preceding
year, SEK 225,000) per director.
This proposal entails higher fees compared with the preceding year, since the
Board proposes an addition of one director.
No separate remuneration is paid for committee work.
As before, audit fees will be paid according to approved invoice.
Item 12 Election of directors and Chairman of the Board of Directors
Re-election of directors Per Axelsson, Anders Börjesson, Tom Hedelius, Anita
Pineus and Stefan Wigren. New election of Joakim Rubin. Tom Hedelius is proposed
to serve as Chairman of the Board of Directors.
A presentation of the members of the Board of Directors is available in the
Annual Report for the 2010/2011 financial year and on the company's website
www.bb.se. There is a presentation of Joakim Rubin on the company's website
www.bb.se.
Item 13 Election of registered audit firm
Re-election of the registered accounting firm KPMG AB as Auditors until the
Annual General Meeting of Shareholders in 2012.
Item 14 Motion regarding the Election Committee for the 2012 Annual
General Meeting, etc.
The Election Committee proposes that, until a new Election Committee is
appointed, the Election Committee shall consist of five members and that the
Chairman of the Board of Directors shall be assigned to contact the largest
shareholders by vote not later than 31 January 2012, requesting that they
appoint four members who, together with the Chairman of the Board, shall
constitute the Election Committee. The selection of the shareholders to contact
shall be made based on the list of shareholders as of 31 December 2011. 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
2012 Annual General Meeting. Information about the composition of the Election
Committee shall be made available on the Company's website at www.bb.se.
In the event that a member of the Election Committee resigns or is prevented
from fulfilling the assignment, the remaining members shall, if the Election
Committee so decides, appoint a suitable replacement to the Election Committee
for the remaining mandate period. In the event that a member of the Election
Committee, or the owner that member represents, has significantly reduced its
ownership in the Company at the time of the Election Committee's meetings in
preparation for the upcoming Annual General Meeting, the members of the Election
Committee shall decide whether the composition of the Election Committee should
be changed. Any changes to the composition of the Election Committee shall be
announced immediately.
The Election Committee shall submit proposals to the 2012 Annual General Meeting
regarding the Chairman to preside over the Annual General Meeting, the Chairman
of the Board of Directors and other directors, the auditors and deputy auditors
or registered public accounting firm, directors' fees to each of the directors,
auditors' fees and how members of the Election Committee are to be appointed.
The Company shall pay the cost for out-of-pocket expenses incurred in
conjunction with the Election Committee's assessment and/or recruitment of
members of the Board. The members of the Election Committee receive no
remuneration from the Company for their work.
MOTIONS PROPOSED BY THE ELECTION COMMITTEE CONCERNING ITEMS 9 AND 15 ABOVE
Item 9 b Cash dividend and record date
The Board of Directors proposes a dividend to the shareholders of SEK 3.00 per
share and Tuesday, 30 August 2011 as the record date for receiving dividends.
Subject to the Annual General Meeting's approval of the motion, the dividend is
expected to be remitted by Euroclear Sweden AB on Friday, 2 September 2011 to
those shareholders whose names are entered in the share register on the record
date.
Item 15 Adoption of guidelines for determining remuneration and other
terms of employment for the President and CEO and other members of Group
Management
The Board aims to ensure that the award system in place for the President and
CEO and the other four members of Group Management is in line with market
conditions and competitive. For the purpose of creating continuity, the proposal
of the Board of Directors below essentially conforms to the remuneration
principles applied in prior years and is based on agreements already in force
between B&B TOOLS AB and the respective employee.
The Board of Directors proposes that the guidelines set out below for
determining remuneration and other terms of employment for Group Management be
adopted.
Guidelines proposed by the Board of Directors
For the Board of Directors, it is crucial that the Company is able to recruit,
provide long-term motivation for and retain competent employees who create long
and short-term shareholder value. To achieve this goal, it is important that the
Company is able to offer competitive terms. The Company's remuneration levels
and remuneration structure for Group Management shall be in line with market
conditions. The total remuneration package for the individuals in question shall
comprise a balanced combination of fixed salary, variable remuneration, long-
term incentive programmes, pension benefits and other benefits. Variable
remuneration and long-term incentive programmes should primarily be linked to
the Group's earnings and value performance.
* Fixed salary shall be adjusted to market conditions and be based on
responsibility, competence and performance. Fixed salary is determined based
on market principles and is reviewed annually.
* Variable remuneration shall be determined in relation to fixed salary and is
set as a function of the Group's earnings.
* Members of Group Management shall be included in a long-term incentive
programme ("LTI programme").
* Pension benefits shall comprise either a defined-benefit pension plan or a
defined-contribution plan, whose annual premium is determined as a function
of fixed salary, variable remuneration and age. Certain individual
adjustments occur. The retirement age for Group Management is currently 65.
* Other benefits shall be in line with market conditions and help facilitate
the ability of the members of Group Management to perform their duties.
* In the event of termination of employment on the initiative of the President
and CEO or another member of Group Management, the period of notice is six
months. In the event of termination of employment on the initiative of the
Company, the period of notice is a maximum of 12 months. Severance pay may
amount to a maximum of 12 months' salary.
The Board is entitled to deviate from the above guidelines in individual cases
if special reasons exist.
The aim is that these guidelines shall apply to the agreements entered into with
the President and CEO and other members of Group Management during the
2011/2012 financial year.
-----------------------
The Company's financial statements and Audit Report, as well as the complete
proposals of the Board of Directors regarding the motions in Item 15 of the
agenda, will be available at the Company's offices and on the Company's website
at www.bb.se from Thursday, 4 August 2011 and will be sent to shareholders upon
request.
Stockholm, July 2011
THE BOARD OF DIRECTORS
This information is disclosed in accordance with the Swedish Securities Markets
Act, the Swedish Financial Instruments Trading Act or demands stated in the
regulations for issuers.
B&B TOOLS AB (publ)
Mail address PO Box 10024 SE-100 55 Stockholm Sweden
Visit Karlavägen 76 Stockholm
Tel +46 8 660 10 30 Fax +46 8 660 58 70
Org No 556034-8590 Reg office Stockholm
Web www.bb.se
[HUG#1532674]
Corrected version of earlier press release - Notice for the Annual General Meeting of B&B TOOLS AB to be held 25 August 2011
| Source: B&B TOOLS