In accordance with NASDAQ OMX Stockholm’s Rules and Regulations for issuers,
Rottneros AB is announcing through this press release the notice convening the
AGM on Thursday 19 April 2012.
The notice will be published on the company’s website on Friday 16 March 2012.
The notice will be published in Post- och Inrikes Tidningar (Official Swedish
Gazette) and information about the notice will also be announced in Dagens
Nyheter and Nya Wermlands-Tidningen on Tuesday 20 March 2012.
The shareholders of Rottneros AB (publ)
are invited to attend the Annual General Meeting
The Annual General Meeting (AGM) of Rottneros AB (publ), corp. ID no.
556013-5872, will take place at 10 am on Thursday 19 April 2012 at the City
Conference Centre, Norra Latin, Drottninggatan 71 B, Stockholm, Sweden.
Registration for the AGM will commence at 09.30.
Right to participate and notifications
Shareholders wishing to attend the AGM must
• be entered in the register of shareholders maintained by Euroclear Sweden
AB on Friday 13 April 2012, and
• notify the company no later than Friday, 13 April 2012 via Rottneros'
website www.rottneros.com, by telephone +46 8 590 010 00 or by fax +46 8
590 010 01. Notification can also be given in writing to Rottneros AB,
Box 70 370, SE-107 24 Stockholm, Sweden. When registering, please provide
your name, personal/corporate ID number, address, telephone number,
together with the number of any assistants (no more than two).
Shares registered in the name of a nominee
Shareholders who have their shares registered in the name of a nominee through
a bank or another manager must ask to be temporarily entered in the register of
shareholders on Friday 13 April 2012 in order to be entitled to attend the AGM.
Shareholders must notify the nominee of this well in advance of this date.
Authorisation
A shareholder may appoint one or more proxies and shall in this case issue an
authorisation for the proxy that is dated and in writing. This authorisation
shall apply for no more than one year from issue, unless a longer period of
validity is specifically stated, though no longer than five years. If the
authorisation is issued by a legal entity, a copy of the registration
certificate should be attached or, if no such document exists, a corresponding
document confirming authorisation. This document confirming authorisation must
be dated within the past year. To facilitate entry to the AGM, an original
authorisation together with a registration certificate and other documents
confirming authorisation should be submitted to the company at the above
address no later than by Friday 13 April 2012. Authorisation forms in Swedish
and English are available from the company's website, www.rottneros.com.
Agenda
1. Opening of the meeting and election of Chair of the meeting.
2. Drawing up and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two people to check the minutes.
5. Examination of whether the AGM was duly convened.
6. Presentation of the annual report and audit report, as well as the
consolidated accounts and Group audit report. In connection therewith: a)
presentation by the Chair of the Board of the work of the Board and the
Board's committees in 2011; b) address by the President; and c)
presentation by the auditors of their audit work in 2011.
7. Resolution to adopt the income statement and balance sheet, as well as the
consolidated income statement and consolidated balance sheet.
8. Resolution on the allocation of the company's profits as stated in the
approved balance sheet.
9. Resolution to discharge the members of the Board and the President from
liability.
10. Presentation of the work of the Nominating Committee and the Nominating
Committee's proposals.
11. Determination of the number of Board members and deputy Board members.
12. Approval of fees for the Board and auditors.
13. Election of Board members and deputy Board members, as well as election of
the Chair of the Board.
14. Election of auditors and deputy auditors.
15. Resolution on the Nominating Committee's work in preparation for the 2013
AGM.
16. Resolution on guidelines for the remuneration of senior executives.
17. Resolution on authorising the Board to make decisions on transferring
treasury shares.
18. Resolution to amend the Articles of Association.
19. Closing of the AGM.
Nominating Committee’s proposals
The following is proposed by the Nominating Committee, which comprises Olle
Grundberg, Nemus Holding AB (Chair of the Nominating Committee), Jan Alkmark,
Danske Bank A/S, Denmark (Swedish branch) and Kjell Ormegard (Chair of the
Board) and who together represent approximately 24 per cent of the share
capital.
Item 1 - Chair of the meeting
The Nominating Committee proposes that Kjell Ormegard, Chair of the Board, be
appointed as Chair of the meeting.
Item 11 - The number of Board members
The Nominating Committee proposes four (4) regular Board members and no
deputies.
Item 12 - Fees
The Nominating Committee proposes that fees for the Board comprise the
following amounts: SEK 500,000 for the Chair and SEK 250,000 for regular Board
members who are not employed by the company. Remuneration shall not be paid to
members for committee work, except in the case of the chair of the Audit
Committee, who shall receive remuneration of SEK 75,000. A fee of SEK 25,000
for time required to read materials prior to Board meetings is proposed for
each employee representative. Auditors’ fees are paid based on an invoice
approved by the President. Following a separate agreement with the company, a
Board member may invoice the fees for the Board, together with statutory social
security contributions and value added tax, through a company owned by the
Board member, subject to the precondition that such payment is cost neutral to
the company.
Item 13 - Proposed Board and Chair of the Board
The Nominating Committee proposes the re-election of Roger Asserståhl, Kjell
Ormegard, Bengt Unander-Scharin and Ingrid Westin Wallinder. It is proposed
that Kjell Ormegard be elected as Chair. If Kjell Ormegard's assignment as
Chair of the Board ends prematurely, the Board shall appoint a new Chair from
within its ranks.
Item 14 - Proposed auditors and deputy auditors
Re-election of the registered public accounting firm Öhrlings
PricewaterhouseCoopers AB for the period up until the end of the 2013 AGM.
Item 15 - Proposed Nominating Committee in preparation for the 2013 AGM
It is proposed that the Nominating Committee consists of the Chair of the Board
and two additional members and that the Chair of the Board shall not chair the
Nominating Committee. One of these two members, in addition to the Chair of the
Board, must be a representative of the company's biggest shareholder and one
shall be a representative of one of the company's other four biggest
shareholders. Neither of these two members may be a Board member at the same
time. If, during the Nominating Committee's mandate period, one or more
shareholders that have appointed members of the Nominating Committee are no
longer among the five biggest shareholders in terms of the number of votes, the
members appointed by these shareholders shall relinquish their position and the
shareholder(s) that take over the position as one of the five biggest
shareholders in terms of votes shall have the right to appoint their own
representative(s) or offer the shareholder who is next in line in terms of the
number of votes a place on the Nominating Committee so that there are three
Committee members. The Chair of the Board is responsible for ensuring that
members are appointed as stated above. The names of the Nominating Committee
members are to be presented no later than six months prior to the 2013 AGM. The
Nominating Committee shall appoint a Chair from within its ranks. The
composition of the Nominating Committee at any given time shall be published on
the company's website. The Nominating Committee shall submit proposals on the
following matters for decisions by the 2013 AGM:
1. the Chair of the meeting,
2. the number of Board members and, where applicable, deputy Board members,
3. the election of Board members and, where applicable, deputy Board members,
4. election of Chair of the Board,
5. fees for the Board, including distribution between the Chair and other
members of the Board, as well as compensation for committee work,
6. fees for the auditors,
7. when applicable, proposals concerning the election of auditors, and
8. criteria for the appointment of a new Nominating Committee.
The Board's proposals
Item 8 - Dividends
The Board proposes that the dividend shall be fixed at SEK 0.10 per share and
also that the record day for the dividend shall be Tuesday 24 April 2012. It is
estimated that it will be possible to make payments via Euroclear Sweden AB on
Friday 27 April 2012.
The Board’s proposed appropriation of the company’s profit for the financial
year 2011 also means that the company's profit brought forward of SEK
471,355,626 and the loss for the year of SEK -90,620,672 (SEK 380,734,954 in
total) shall be appropriated so that SEK 15,257,193 is issued as a dividend and
SEK 365,477,761 carried forward.
The total amount of the dividend is calculated on the basis of the total number
of registered shares in the company less the parent company’s holding of
treasury shares, which numbered 821,965.
Item 16 - Guidelines for remuneration of senior executives
The Board proposes that the AGM approve the following guidelines with respect
to the remuneration of the President and other senior executives. At present,
'other senior executives' refers to the five people who, together with the
President, make up Group management and who are presented on the company's
website and page 52 of the 2011 Annual Report.
The remuneration paid to the President and other senior executives comprises
fixed salary, possible variable component of remuneration, other benefits and
pension contributions. The total remuneration package must be in line with
market rates and competitive in the labour market in which the executives work.
Fixed salary and variable remuneration are related to the responsibilities and
powers held by each executive. The variable component of remuneration, which is
cash, is based on outcomes in relation to defined and measurable targets and is
capped in relation to fixed salary. The variable component of remuneration for
the President is capped at 50 per cent of fixed salary (excluding the special
bonus linked to the Utansjö plant referred to below) and the variable component
of remuneration for other senior executives is capped at 30 per cent of fixed
salary. The programme for the variable components of remuneration should be
designed so that the Board can impose conditions, restrict or decline to make
payments of variable component of remuneration in exceptional financial
circumstances if such measure is considered to be reasonable and compatible
with the duties of the company in relation to shareholders, employees and other
interested parties.
The period of notice is between six months and one year should notice be given
by the executive, and between one and two years should notice be given by the
company. The President is entitled to severance pay and a salary during the
period of notice of in total up to an amount corresponding to the fixed salary
for two years.
Pension benefits are either defined benefit or defined contribution plans or a
combination thereof and executives are entitled to receive a pension no earlier
than from the age of 62.
Matters relating to the remuneration for the executive management are dealt
with by the Compensation Committee. The principles for remuneration and other
terms of employment for the executive management, and also the remuneration for
the President, are to be decided by the Board of Directors. If the company in a
particular case assigns an individual Board member tasks on behalf of the
company over and above his or her regular Board and committee duties, the Board
shall determine the level of remuneration, which must be reasonable and in line
with market rates.
The Board will conduct an annual evaluation of whether or not to propose a
long-term incentive programme at the AGM.
The Board shall be empowered to deviate from these guidelines if there are
special reasons to do so in an individual case.
It is intended that a special capped, performance-based bonus linked to the
Utansjö plant be paid to the President, capped at twelve monthly salaries at
the 2008 salary level and, following a decision by the Compensation Committee,
to other senior executives involved in this project.
Item 17 - Resolution on authorising the Board to make decisions on transferring
treasury shares
The Board proposes that the AGM authorises the Board to make decisions on
transferring shares in the company on one or several occasions during the
period up until the next AGM (shares previously acquired under the company's
buy-back programme). Treasury shares may only be transferred on NASDAQ OMX
Stockholm at a price within the price interval recorded by NASDAQ OMX Stockholm
from time to time. The number of treasury shares transferred may not exceed the
number of treasury shares held by the company at the time of sale. Shares
transferred must be paid for in cash. The purpose of authorising the Board is
to enable the company to dispose of the treasury shares that it currently owns,
as the company no longer has any further need for these shares, and to also
thereby release liquidity.
Item 18 - Resolution to amend the Articles of Association
The Board has considered the views submitted at the 2011 AGM and therefore
proposes the following amendments to the Articles of Association.
┌────────────────────────────────────────┬────────────────────────────────────┐
│Present wording │Proposed wording │
├────────────────────────────────────────┼────────────────────────────────────┤
│ │ │
│ │ │
│Article 3 │Article 3 │
│ │ │
│The operational objects of the company │The company shall directly and │
│are to conduct the manufacture and sale │indirectly conduct timber industry │
│of paper pulp, paper and similar │operations, especially comprising │
│products, the manufacture and sale of │paper pulp and similar products, and│
│sawn wood products, chipboards and fibre│refinement of forest raw materials │
│boards and the refinement of such │together with other operations │
│products together with other operations │compatible therewith and also to own│
│compatible therewith and also to own and│and manage real and personal │
│manage real and personal property. │property. │
├────────────────────────────────────────┼────────────────────────────────────┤
│Present wording │Proposed wording │
├────────────────────────────────────────┼────────────────────────────────────┤
│ │ │
│ │ │
│ │Article 6 │
│Article 6 │ │
│ │The Board shall comprise at least │
│The Board shall comprise at least three │three and at most ten members in │
│and at most ten members with at most six│addition to those members who │
│deputies. │according to law are appointed by │
│ │someone other than the AGM. │
├────────────────────────────────────────┼────────────────────────────────────┤
│ │ │
│ │ │
│ │Article 7 │
│Article 7 │ │
│ │The company shall have one to two │
│The company shall have at most four │auditors with or without deputy │
│auditors and at most four deputies. │auditors. A registered public │
│ │accounting firm may also be │
│ │appointed. │
└────────────────────────────────────────┴────────────────────────────────────┘
As a consequence of the proposed amendment of Article 6 of the Articles of
Association, Article 10, items 11 and 12, is also amended by removing the
reference to deputy members.
Decision majority
For resolutions on the Board's proposals contained in Items 17 and 18 above,
the resolutions of the AGM must be supported by shareholders representing at
least two-thirds of both the votes cast and the shares represented at the
meeting.
Documents
The full details of the proposals and reasoned statements of the Nominating
Committee together with information about members proposed for the Board are
available at the company at Kungsbron 1, C6, Stockholm, and on the company’s
website, www.rottneros.com.
The Board’s reasoned statement regarding a proposed dividend under Chapter 18,
Section 4 of the Swedish Companies Act together with the Articles of
Association in their entirety, in accordance with the wording shown in the
above-mentioned proposal, will be available at the company and on the company's
website no later than Thursday 29 March 2012.
The Board’s complete proposals are otherwise shown under the respective item of
the notice of meeting.
The annual report and the audit report, and also the auditor's statement on
whether the AGM guidelines for remuneration to senior executives have been
observed will be available at the company and on the company’s website no later
than Thursday 29 March 2012.
Copies of the documents mentioned will be sent on request to shareholders to
the postal address that they provide. These documents can be ordered by
telephone on +46 8 590 010 00. All of the documents will be available at the
AGM.
The number of shares and votes
The total number of shares in the company is 153,393,890, corresponding to
153,393,890 votes. The company holds 821,965 shares that cannot be represented
at the AGM. This information was current at the time the notice was issued.
Other information
Shareholders are informed of their right to request information at the AGM
regarding circumstances that may affect the assessment of an item listed on the
agenda and a circumstance that may affect the assessment of the company's
financial situation.
Stockholm, March 2012
Board of Rottneros AB (publ)
For further information please contact: Tomas Hedström, CFO, +46 8 590 010 00
Rottneros discloses the information provided herein pursuant to the Securities
Markets Act and/or the Financial Instruments Trading Act. The Information was
submitted for publication on Friday 16 March at 16.45 CET.
In case of any discrepancy between the English and Swedish language version,
the Swedish language version shall prevail.
Rottneros is an independent producer of market pulp. The Group comprises the
parent company Rottneros AB, listed on NASDAQ OMX Stockholm, and its
subsidiaries Rottneros Bruk AB and Vallviks Bruk AB with operations involving
the production and sale of market pulp. The Group also includes the wood
procurement company Rottneros Baltic SIA in Latvia. The Group has around 298
employees and had a turnover of approximately SEK 1.5 billion in the 2011
financial year.
