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