Stockholm, Sweden - 16 March
The shareholders of Transmode Holding AB, reg. no. 556588-9101, are hereby
invited to attend the Annual General Meeting to be held on Monday 16 April
2012, at 3 p.m. at the offices of the Company, at Fredsborgsgatan 24, Stockholm,
Sweden. Registration for the meeting will commence at 2.15 p.m.
After the Annual General Meeting we invite you to our training and demo rooms
where those who are interested will have the opportunity to learn more about our
technology and products.
Registration
Shareholders who wish to participate at the Annual General Meeting must
* be registered in the shareholders' register maintained by Euroclear Sweden
AB ("Euroclear") on Tuesday 10 April 2012, and
* notify Transmode at:
* the Company's web page www.transmode.com (not available for legal
persons)
* Transmode Holding AB, Årsstämman, Box 42114, 126 14 Stockholm,
* or by phone, +46 8 410 881 01
no later than on Tuesday 10 April 2012 at 4 p.m. The application shall include
the shareholder's name, personal or corporate identity number, number of shares
held, address, telephone number and information regarding assistants and, where
applicable, representatives, wishing to attend the Meeting.
Any personal record data from powers of attorney and the register of
shareholders maintained by Euroclear will be used for necessary registration and
preparation of the voting list for the Annual General Meeting.
Authorised representatives etc.
A shareholder who will be represented by a proxy at the Meeting shall issue a
dated power of attorney for such proxy. A power of attorney issued by a legal
entity shall be accompanied by a certified copy of a certificate of registration
or similar document ("Registration Certificate") for such legal entity. The
Registration Certificate and the power of attorney cannot be older than one
year, however not when the power of attorney according to its wording is valid
for a longer period, maximum five years. The proxy form is available on
Transmodes' web page: www.transmode.com.
Original powers of attorney, Registration Certificates and other documents of
authorization should be received by the company at the address mentioned above
not later than on Tuesday 10 April 2012.
Nominee-registered shares
Shareholders whose shares have been registered in the name of a nominee must, in
order to be entitled to exercise voting rights at the Annual General Meeting,
temporarily register their shares with Euroclear in their own name. A
shareholder who wishes to be recorded in the share register in his/her own name,
must notify his/her nominee thereof in due time before Tuesday 10 April 2012, at
which day such registration shall be effected.
Number of shares and votes
Transmode has on the date of this notice 27,551,607 issued shares. Each share
represents one vote. The Company holds no own shares.
Shareholders' right to request information
The shareholders present at the Annual General Meeting have a right to request
information regarding the matters on the agenda or the Company's financial
situation in accordance with Chapter 7 Section 32 of the Swedish Companies Act
(2005:551).
Proposed agenda
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. Determination of whether the Meeting has been duly convened.
7. Presentation by the Chief Executive Officer.
8. Presentation of the Annual Report and Auditor's Report and of the Group
Annual Report and the Group Auditor's Report.
9. Resolution on the adoption of the Profit and Loss Statement and the Balance
Sheet and of the Group Profit and Loss Statement and the Group Balance
Sheet.
10. Resolution on allocation of the company's result in accordance with the
adopted Balance Sheet.
11. Resolution regarding discharge from liability of the members of the Board
of Directors and the Chief Executive Officer.
12. Decision on the number of members of the Board of Directors.
13. Election of members of the Board of Directors and the Chairman of the Board
of Directors.
14. Decisions on the compensation that shall be paid to the Board of Directors
and the auditors.
15. Resolution on the Nomination Committee for the Annual General Meeting 2013.
16. Resolution regarding guidelines for remuneration to the senior executives.
17. Conclusion of the Meeting.
Proposed resolutions:
Item 2, Chairman of the Meeting
The Nomination Committee proposes that Kent Sander is appointed Chairman of the
Meeting.
Item 10, Proposal concerning distribution of dividends
The following funds are at the disposal of the Annual General Meeting (SEK):
Share premium reserve 123,543,840
Retained profits -37,258,251
Net profit/loss 36,314,594
-------------------------------------
Total 122,600,183
The Board of Directors proposes that the funds at the disposal of the Annual
General Meeting are appropriated as follows:
- dividend of SEK 1.50 per share, maximum total 41,685,266
- carried forward 80,914,917
---------------------------------------------------------------
Total 122,600,183
As record day for the dividend, the Board of Directors proposes Thursday 19
April 2012. If the Annual General Meeting resolves in accordance with the
proposal, the dividend is estimated to be paid out via Euroclear on Tuesday 24
April 2012.
Item 12, Decision on the number of members of the Board of Directors
The Nomination Committee proposes that the Board of Directors consists of seven
ordinary members with no deputy.
Item 13, Election of members of the Board of Directors and the Chairman of the
Board of Directors
The Nomination Committee proposes that Kent Sander, Eva Lindqvist, Torbjörn
Nilsson, Tom Nyman, Gerd Tenzer and Axel Roos are re-elected as members of the
Board of Directors.
The Nomination Committee proposes that Kevin Taylor is elected as new member of
the Board of Directors.
The Nomination Committee proposes that Kent Sander is re-elected as Chairman of
the Board of Directors.
At the Annual General Meeting 2009 the audit firm PwC was appointed as auditor
with Ulf Pettersson as auditor in charge for a term up till the close of the
Annual General Meeting 2013, which is the Annual General Meeting held during the
fourth financial year following the election of the auditor. Election of
auditors is thus not relevant.
Item 14, Remuneration to the Board of Directors and auditor
The Nomination Committee proposes that the Chairman of the Board of Directors
shall receive a remuneration amounting to SEK 325,000 (SEK 200,000 for 2011),
that Eva Lindqvist, Torbjörn Nilsson, Tom Nyman and Axel Roos, each receives a
remuneration amounting to SEK 200,000 (SEK 200,000 for 2011), that Gerd Tenzer
receives a remuneration amounting to SEK 250,000[1] (SEK 200,000 for 2011) and
that Kevin Taylor receives a remuneration amounting SEK 300,000[2]. Total
remuneration to the Board of Directors is thereby proposed to amount to SEK
1,675,000 (SEK 800,000 for 2011).
In addition, it is proposed that the chairman shall be authorised to allocate
SEK 180,000 (SEK 100,000 for 2011) for committee work if deemed appropriate. In
the event that the chairman participates in committee work, the chairman shall
be entitled to the same remuneration as other members of such committee.
A member of the Board of Directors may, if tax purpose conditions exist and on
condition that it is cost neutral for the company, invoice the remuneration.
The auditor shall be entitled to a fee in accordance with the amount invoiced.
Item 15, Resolution on the Nomination Committee for the Annual General Meeting
2013
The Nomination Committee proposes that the Annual General Meeting resolves upon
the adoption of the following guidelines for appointment of the Nominating
Committee. The Company shall have a Nomination Committee consisting of four
members; one to be appointed by each of the three shareholders controlling the
greatest number of votes and the Chairman of the Board of Directors. The
Chairman of the Nomination Committee shall be the member who has been appointed
by the shareholder controlling the greatest number of votes, unless the members
decide differently.
The Nomination Committee shall be formed based on shareholding statistics from
Euroclear as per the last banking day in August 2012, and other information of
shareholding which is available to the company at that point in time.
The names of the members and the names of the shareholders they have been
appointed by shall be announced as soon as they have been appointed.
If, during the Nomination Committee's term of office, one or more shareholders
who have appointed a member/members to the Nomination Committee no longer are
among the three shareholders controlling the greatest number of votes, the
members appointed by such shareholder(s) shall resign and be replaced by a new
member/members appointed by the shareholder(s) that at that time is/are among
the three shareholder(s) controlling the greatest number of votes who not
already have appointed a member to the Nomination Committee. Unless specific
reasons are at hand, no changes shall occur in the Nomination Committee's
composition if merely marginal changes in the number of votes have occurred, or
if the changes have occurred later than three months prior to the Annual General
Meeting.
The nomination committee shall draw up proposals, on the issues mentioned below,
for presentation to and decision by the Annual General Meeting 2013:
a) proposal for the Chairman of the Annual General Meeting;
b) proposal for Board of Directors;
c) proposal for Chairman of the Board of Directors;
d) proposal for remuneration and other compensation to each member of the
Board of Directors for work of the Board of Directors and compensation
for committee work;
e) proposal for auditor;
f) proposal for remuneration to the Company's auditor; and
g) proposal for nomination procedure for the Nomination Committee for the
Annual General Meeting 2014.
Item 16, Resolution regarding guidelines for remuneration to the senior
executives
The Board of Directors has prepared a proposal regarding principles for
remuneration and other employment terms of the senior executives.
Remuneration and other benefits for the senior executives consist of base
salary, a variable part, pension, other customary benefits and the possibility
to participate in possible future long term incentive programmes of Transmode
Holding. The total remuneration shall be in accordance with market practice and
be competitive and reflect the officers' areas of responsibility, the complexity
of the position and the individual's competence and performance.
For the Chief Executive Officer and the sales director, the variable
remuneration shall be maximised and never exceed 120 percent of the base salary.
For other members of the management group, the variable part shall not exceed
half of the base salary.
The variable remuneration shall be based on the achievement of various targets
determined by the board of directors, and will primarily be connected to the
Company's overall financial targets and to a certain extent include the
individual performance by the officer.
The variable remuneration shall be conditional upon that the Company does not
show any loss for the year the remuneration refers to. The variable remuneration
shall not entitle to pension benefits but entitles to holiday pay.
______________________
The annual report, the auditor's report and complete proposals and other
documentation in accordance with the Companies Act will be available at the
Company's head office no later than on Monday 26 March 2012 and in electronic
format at the Company's web page, www.transmode.com. The documentation will also
be sent free of charge to the shareholder who so requests and states its
address.
______________
The Board of Directors
Stockholm March 2012
TRANSMODE HOLDING AB (PUBL)
The information in this announcement is required to be disclosed by Transmode
Holding AB under the Swedish Securities Markets Act (Sw. lagen om
värdepappersmarknaden). This information was released for publication at 09:00
AM CET on 16(th) March 2012.
For more information please contact:
Ola Elmeland
Vice President Marketing & Communications
Transmode Systems AB
Telephone: +46 8 506 882 71
Email:ola.elmeland@transmode.com
About Transmode
Transmode is a global provider of packet-optical networking solutions that
enable fixed line and mobile network operators to cost effectively address the
capacity needs created by the rapid growth in video and data traffic. These
solutions are important building blocks in next-generation high-speed optical
networks that support services such as broadband backhaul, mobile data backhaul,
video delivery services and cloud computing. Transmode's solutions are based
onWavelength Division Multiplexing (WDM) and packet optical transport
technologies, which are designed to increase the capacity, flexibility and
functionality of optical metro core and metro access networks. Transmode's
Intelligent WDM (iWDM(TM)) approach gives key advantages to customers, such as
ultra-low latency, low power consumption and innovative network design.
Transmode is headquartered in Stockholm, Sweden and is listed on the NASDAQ OMX
Stockholm Exchange (TRMO). Since 2000 the company has installed more than
30,000 systems for over 400 fixed and mobile network operators, service
providers, large enterprises and public institutions in over 40 countries across
the globe.
For additional information about Transmode, please visit www.transmode.com.
[1] The higher remuneration is motivated by a greater amount of time since Gerd
Tenzer lives in Germany.
[2] The higher remuneration is motivated by a greater amount of time since Kevin
Taylor lives in Hong Kong.
[HUG#1594543]
