Shareholders of Billerud Aktiebolag (publ) are hereby invited to attend the
Extraordinary General Meeting at 3.00 p.m. on Friday 14 September 2012 in
Grünewaldsalen, Konserthuset, entrance from Kungsgatan 43, Stockholm.
The premises for the Meeting will be open for registration at 2.00 p.m., when
coffee will be served.
Participation
Shareholders wishing to take part in the Extraordinary General Meeting must
both:
· Be registered in the Shareholders’ Register held by Euroclear Sweden on
Saturday 8 September 2012. Since the record day is a Saturday shareholders must
make certain that they are registered in the Shareholders' Register on Friday 7
September 2012, and
· Notify the company of their intention to attend the Extraordinary General
Meeting not later than 4 p.m. on Monday 10 September 2012. Notification shall be
made in writing by post to Billerud Aktiebolag, "EGM 2012", P.O. Box 7841, SE
-103 98 Stockholm, Sweden, or by telephone to +46 8 402 90 62. Notification can
also be made via the company’s website www.billerud.se/anmalan. In their
notification shareholders should state their name, personal-/corporate identity
number, address, daytime telephone number, number of shares held and, where
applicable, number of representatives and assistants (maximum of two).
To be able to participate at the Meeting, shareholders whose shares are
registered in the name of a nominee must request that their own names be
temporarily registered in the share register kept by Euroclear Sweden. This
procedure, so-called voting right registration, must be effected not later than
on Friday 7 September 2012, which means that the shareholder must inform the
nominee in good time before this date.
If participation is to be made through a proxy or representatives of legal
entities, the original document of their authorization, registration certificate
and other relevant authorization documents should be submitted in good time
before the Meeting. A form of power of attorney can be downloaded from the
company’s website, www.billerud.se/anmalan.
An entry card entitling participation in the Meeting will be sent out before the
Meeting. If the entry card has not arrived on time, shareholders providing proof
of their identity can obtain a new entry card at the information desk.
Proposed agenda
1. Opening of the Meeting.
2. Election of chairman for the Meeting
3. Drawing up and approval of voting list
4. Approval of the Agenda
5. Election of one or two persons to verify the minutes
6. Determination as to whether the Meeting has been duly convened
7. The Board's proposal to resolve to amend the Articles of Association
regarding the share capital and number of shares.
8. The Board's proposal to resolve to
I. approve the acquisition of Korsnäs Aktiebolag,
II. authorize the Board to execute a new issue of shares to be issued as part of
the purchase price in the acquisition of Korsnäs Aktiebolag, and
III. authorize the Board to execute a new issue of shares with preferential
rights for the existing shareholders.
9. The Board's proposal to resolve to amend the Articles of Association
regarding the name of the company.
10. Frapag Beteiligungsholding AG's proposal regarding determination of the
number of Board Members, election of new Board Members, new Chairman of the
Board, determination of fees to Board Members and amendment to the procedure of
appointing the Nomination Committee.
11. Closing of the Meeting.
Motions
Item 7
In order to adjust the minimum and maximum share capital and number of shares
stated in the Articles of Association to the proposed authorizations to issue
new shares, the Board proposes that the Articles of Association are to be
amended as follows.
Current wording Proposed wording
§ 3
Share Capital
The company's share The company's share
capital shall be at capital shall be at
least least
SEK 500,000,000 and at SEK 750,000,000 and at
most SEK 2,000,000,000. most SEK 3,000,000,000.
§ 4
Number of shares
The number of shares The number of shares
shall be at least shall be at least
80,000,000 and at most 100,000,000 and at most
320,000,000. 400,000,000.
Special majority requirements
A valid resolution under item 7 requires support of shareholders holding not
less than two thirds of both the votes cast and the shares represented at the
Meeting.
Item 8
The Board proposes that the Meeting approves the acquisition of Korsnäs
Aktiebolag ("Korsnäs") and adopts resolutions related to the acquisition in
accordance with paragraph I-III below.
I. Approval of the acquisition of Korsnäs Aktiebolag
Korsnäs is a leading manufacturer of virgin fibre-based packaging materials with
a strong brand. The company has a targeted strategy focusing on highly processed
products. Paperboard is Korsnäs's largest product area. Korsnäs is owned by
Investment AB Kinnevik (publ) ("Kinnevik").
As previously announced Billerud has on 19 June 2012 entered into an agreement
with Kinnevik to acquire all shares in Korsnäs. The purchase price consists
partly of a cash payment and partly of new issued shares in Billerud. The cash
payment amounts to MSEK 3,200, of which MSEK 500 is to be paid by a vendor note.
The new issued shares that are part of the purchase price, paragraph II, shall
be the number of shares equivalent to 25 percent of the outstanding shares in
Billerud, before the new issue with preferential rights for the shareholders
under paragraph III. Outstanding shares in this context refer to shares in
Billerud outstanding on the market and Billerud's holding of own shares that
have been allocated to long term incentive programs. Furthermore, in connection
with the acquisition the new group assumes the net debt in Korsnäs amounting to
MSEK 5,650 when the agreement was entered into on 19 June 2012. The purchase
price has been determined with respect to that Kinnevik has committed to
subscribe for new shares in the new issue with preferential rights for the
shareholders under paragraph III in an amount of MSEK 500. Accordingly, the net
acquisition cash price is MSEK 2,700. The purchase price is subject to customary
net debt adjustment in connection with closing.
The acquisition of Korsnäs is, according to the agreement with Kinnevik,
conditional upon the approval of relevant competition authorities. Furthermore,
the acquisition is, according to the agreement, conditional upon, i.a.,
resolutions by the Meeting to approve the acquisition and to authorize the Board
to execute a new directed issue of shares to Kinnevik in accordance with
paragraph II and execute a new issue of shares with preferential rights for the
existing shareholders in accordance with paragraph III.
The Board believes that the timing of the proposed acquisition is favourable and
that the strategic, industrial and financial rationale is compelling. The new
group will take the name BillerudKorsnäs and the goal is to create a strong
international player within the packaging industry with leading positions in
production and sales of liquid packaging board and other high-quality
paperboard, containerboard and packaging material. The Board therefore proposes
that the Meeting resolves to approve the Board's resolution to acquire Korsnäs
on the terms and conditions described above.
II. Authorization for the Board to execute a share issue as part of the purchase
price in the acquisition of Korsnäs
The Board proposes that the Board shall be authorized, until the next Annual
General Meeting, to resolve on a new issue of shares to be used as part of the
purchase price for the acquisition of Korsnäs (the "Directed Issue"). The number
of new shares to be issued in the Directed Issue shall be the number of shares
equivalent to 25 percent of the outstanding shares in Billerud, before the
rights issue with preferential rights for the shareholders under paragraph III.
Outstanding shares in this context refer to shares in Billerud outstanding on
the market and Billerud's holding of own shares that have been allocated to long
term incentive programs.
The principal terms and conditions for the Directed Issue will be the following:
Kinnevik shall be solely entitled to subscribe for shares in the Directed Issue.
Kinnevik shall as payment for the shares (contribution in kind) contribute all
53,613,270 shares in Korsnäs to Billerud. In addition to the shares issued in
the Directed Issue and thus constituting a part of the purchase price, Billerud
will, as payment for the shares in Korsnäs, make cash payment pursuant to the
terms and conditions in paragraph I.
Information about the subscription price will be announced after the Board
resolves on the Directed Issue. The contribution in kind, i.e. all shares in
Korsnäs will be accounted for in Billerud's balance sheet at an amount based on
the price for Billerud shares on NASDAQ OMX Stockholm at the transaction date,
i.e. the day Billerud has closed the acquisition of the shares in Korsnäs in
accordance with paragraph I. The new shares will entitle to dividends as from
the time the shares are recorded in the Shareholders' Register held by Euroclear
Sweden.
III. Authorization for the Board to execute an issue of shares with preferential
rights for the existing shareholders
The Board proposes that the Board shall be authorized, until the next Annual
General Meeting, to resolve on a new issue of shares with preferential rights
for the existing shareholders (the "Rights Issue"). The net proceeds from the
Rights Issue will be used to repay part of existing outstanding loans of
BillerudKorsnäs.
By making use of the authorization, the Board shall have the right to execute
the Rights Issue with total proceeds of approximately SEK 2 billion through the
issuance of, no more than, so many shares that at any time are within the
maximum number of shares determined in the Articles of Association and thereby
increase the share capital by, no more than, an amount that at any time is
within the maximum share capital determined in the Articles of Association. The
authorization includes the right to resolve on an issue of new shares to be paid
in cash, and the Board may, if it deems it appropriate, allow shares to be paid
by way of set-off. The new shares will entitle to dividends as from the time the
shares are recorded in the Shareholders' Register held by Euroclear Sweden.
The principal terms and conditions for the Rights Issue will be the following:
The persons who on the record date of the Rights Issue are registered as
shareholder are entitled to receive subscription rights for new shares in the
Rights Issue.
Subscription can also be effected without subscription right. To the extent that
shares have not been subscribed for through the exercise of subscription rights,
allotment shall firstly be made to those who also have subscribed for shares
through the use of subscription rights (irrespective of whether the subscriber
was registered as shareholder on the record date or not), and in the event that
allotment cannot be made in full to those, allotment shall be made pro rata in
relation to the number of subscription rights that have been used for
subscription of shares and should this not be possible, by the drawing of lots.
Secondly, allotment shall be made to those who have subscribed for shares
without subscription rights, and in the event that allotment cannot be made in
full to those, allotment shall be made pro rata in relation to the number of
shares that each one subscribed for, and should this not be possible, by the
drawing of lots.
The record date for determining the right to receive subscription rights, the
subscription period and the subscription price will be determined by the Board
in connection with the Board's resolution to issue new shares by virtue of this
authorization. The same applies to the number of subscription rights each share
shall entitle to as well as to the number of subscription rights that will be
required to subscribe for one new share. Subscription by virtue of subscription
rights shall be made by cash payment during the subscription period.
Subscriptions not based on subscription rights shall be made through
subscription on an application form during the same period. Kinnevik has
undertaken to subscribe for shares to an amount of SEK 500 million in the Rights
Issue. Frapag Beteiligungsholding AG ("Frapag") has committed to subscribe for
shares in the Rights Issue corresponding to its pro rata share of the Rights
Issue.
Special conditions relating to the proposed resolutions under item 8
The acquisition of Korsnäs is i.a. conditional upon relevant competition
authorities' approval to the combination of Billerud and Korsnäs.
The Board's proposed resolutions under items 8 I-III shall therefore involve
that the validity of the Meeting's resolutions are conditional upon such
approval having been given. In addition, items 8 I-III are conditional upon each
other.
Shareholder support relating to the proposed resolutions under item 8
Frapag, the largest shareholder of Billerud at the time of issuance of this
convening notice, holding approximately 21 per cent of the share capital and the
votes in Billerud, has undertaken to vote in favour of the Board's proposal
under item 8.
Documentation relating to the proposed resolutions under item 8
A separate information brochure regarding the combination of Billerud and
Korsnäs will be made available to the shareholders before the Meeting.
Item 9
As a result of the combination of Billerud and Korsnäs, the Board proposes that
the Articles of Association are to be amended as follows.
Current wording Proposed wording
§ 1
Name of the company
The name of the The name of the company shall be
company shall BillerudKorsnäs Aktiebolag
be Billerud (publ).
Aktiebolag
(publ).
Special majority requirements and conditions to the proposed resolution under
item 9
A valid resolution under item 9 requires support of shareholders holding not
less than two thirds of both the votes cast and the shares represented at the
Meeting. In addition, the proposed amendment of the Articles of Association is
conditional upon Billerud closing the acquisition of the shares in Korsnäs, such
shares having been acquired in accordance with item 8 I.
Item 10
Frapag, the largest shareholder of Billerud at the time of issuance of this
convening notice, holding approximately 21 percent of the share capital and
votes in Billerud has, in the light of the combination between Billerud and
Korsnäs, proposed the following regarding the composition of the Board, fees to
the Board Members and addition to the procedure of appointing a Nomination
Committee in the new group:
· The number of Board Members elected by the Meeting shall be 8 with no
deputies, according to the below.
· At the Annual General Meeting 2012, the Meeting resolved that an annual fee
shall be paid with SEK 570,000 to the Chairman of the Board, SEK 430,000 to the
Deputy Chairman of the Board and SEK 270,000 to each of the other Board Members
elected by the Annual General Meeting and that remuneration for work in Board
Committees shall be paid with SEK 80,000 to the Chairman of the Audit Committee
and SEK 40,000 to each of the other members of the Audit Committee and SEK
50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of
the members of the Remuneration Committee. In view of the increased work-load
for the Board Members due to the combination with Korsnäs, it is proposed that
the remuneration shall be adjusted as follows (the remuneration levels stated
below are on a yearly basis). The annual fee for the period until the next
annual general meeting (expected to be held during spring 2013) to each of the
Board Members elected by the General Meeting shall be paid with SEK 400,000 and
to the Chairman of the Board with SEK 1,000,000. Remuneration for work in Board
Committees shall be paid with SEK 150,000 to the Chairman of the Audit Committee
and with SEK 75,000 to each of the members of the Audit Committee, and with SEK
50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of
the members of the Remuneration Committee. Further, remuneration shall be paid
with SEK 50,000 to each member of the Integration Committee, a committee formed
specifically for the integration between Billerud and Korsnäs, which committee
shall be of a temporary nature.
The new remuneration levels are on a yearly basis. Fees to Board Members and
remuneration for work in Board Committees for the period from when the
resolution of the Meeting under this item 10 takes effect until the Annual
General Meeting 2013 shall be paid in proportion to the length of the mandate
period. Fees to Board Members and remuneration for work in Board Committees for
the period from the Annual General Meeting 2012 until the resolution of the
Meeting under this item 10 takes effect, shall be paid based on the levels
resolved upon at the Annual General Meeting 2012, however, in proportion to the
length of the mandate period.
· Mia Brunell Livfors, Wilhelm Klingspor, Mikael Larsson and Hannu Ryöppönen
shall be elected as new Board Members. The current Board Members Ingvar
Petersson, Helena Andreas, Mikael Hellberg, Ewald Nageler and Yngve Stade have
declared that they will resign as Board Members once the appointment of the new
Board Members takes effect.
Hannu Ryöppönen is Chairman of the Board of Altor's Private Equity-funds and
Hakon Invest AB, further he is Board Member of Amer Sport Corporation Oyj, Novo
Nordisk A/S, Neste Oil Oyj, Rautaruukki Oyj, Korsnäs and Value Creation
Investments Limited. Hannu Ryöppönen is also a member of Citi Nordic Advisory
Board. Previously, Hannu Ryöppönen was Chairman of the Board of Tiimari Oyj and
Board Member of ICA AB. Hannu Ryöppönen has been the CFO, and the deputy CEO, of
Stora Enso Oyj, the CFO of Royal Ahold BV, IKEA and Industri Kapital and has
also had a number of executive management positions within Chemical Bank and
Alfa Laval. Hannu Ryöppönen is Graduate in Business Administration from Hanken
School of Economics, Helsinki.
Mia Brunell Livfors is Chairman of the Board of Metro International S.A. and
Board Member of Korsnäs, Tele2 AB, Millicom International Cellular S.A., Modern
Times Group MTG AB, H&M Hennes & Mauritz AB and CDON Group AB. Mia Brunell
Livfors is also the CEO and President of Kinnevik. Mia Brunell Livfors has
previously had a number of executive management positions within Modern Times
Group MTG AB. Mia Brunell Livfors has studied Business Administration at
Stockholm university.
Wilhelm Klingspor is Board Member of Kinnevik and Korsnäs and the CEO of
Hellekis Säteri AB. Wilhelm Klingspor was previously Board Member of
Industriförvaltnings AB Kinnevik and is a graduated Forest Engineer from the
Swedish University of Agricultural Sciences, Skinnskatteberg.
Mikael Larsson is Board Member of Transcom WorldWide S.A, Bergvik Skog AB,
Latgran Biofuels AB, Vireo Energy AB and Relevant Traffic Europe AB and the CFO
of Kinnevik. Mikael Larsson has previously been the Group Controller of
Scandinavian Leisure Group (today Thomas Cook Northern Europe) and has also
worked with auditing etc. at Arthur Andersen (today Deloitte). Mikael Larsson is
Graduate in Business Administration from Uppsala university.
Additional information regarding the proposed new Board Members is available at
the company's website, www.billerud.se.
· Hannu Ryöppönen shall be elected as the Chairman of the Board.
· Billerud's Annual General Meeting 2012 adopted a procedure for appointing a
Nomination Committee to prepare proposals to the Annual General Meeting 2013.
The adopted procedure shall be amended as follows:
· The Nomination Committee shall comprise of four members (according to the
resolution at the Annual General Meeting 2012 the Nomination Committee shall
comprise of no more than four members), and
· The Nomination Committee shall be appointed for at term of office
commencing at the time of the announcement of the composition of the Nomination
Committee and ending when a new Nomination Committee is formed (according to the
resolution at the Annual General Meeting 2012 the term of office of the
Nomination Committee ended at the close of the next Annual General Meeting).
The proposal shall not have the effect that the procedures for the appointment
of the Nomination Committee or the work of the Nomination Committee shall be
amended in any other aspect. More information regarding the procedures for the
appointment of the Nomination Committee and the work of the Nomination Committee
can be found on the company's website at www.billerud.se.
· The resolution of the Meeting regarding this item 10 shall not be valid
until Billerud has closed the acquisition of the shares in Korsnäs, such shares
having been acquired in accordance with item 8 I.
If the Meeting resolves in accordance with this proposal, the Board will, once
the resolution becomes effective and until the close of the next Annual General
Meeting, consist of the Board Members Hannu Ryöppönen (Chairman), Mia Brunell
Livfors, Jan Homan, Lennart Holm, Gunilla Jönson, Michael M.F. Kaufmann, Wilhelm
Klingspor and Mikael Larsson.
For the period from the Meeting until the resolution becomes effective the Board
will consist of current Board Members Ingvar Petersson (Chairman), Helena
Andreas, Mikael Hellberg, Jan Homan, Lennart Holm, Gunilla Jönson, Michael M.F.
Kaufmann, Ewald Nageler and Yngve Stade.
The Board Members that resign from their appointments in Billerud once the
appointment of new Board Members becomes effective, will receive fees and/or
remuneration for the period from the Annual General Meeting 2012 until the
resolution under this item 10 takes effect in proportion to the length of the
mandate period based on the levels resolved upon at the Annual General Meeting
2012.
At the time of issuance of this convening notice, there was no Nomination
Committee appointed, however, the members of Billerud's Nomination Commitee for
the Annual General Meeting 2012 has been informed about the proposals above.
Authorization
The Board, or the person that the Board appoints, is authorized to make the
minor adjustments in the Meeting's resolutions under items 7, 8 II-III, 9 and 10
as may be required in connection with registration at the Companies Registration
Office and/or Euroclear Sweden.
Number of shares and votes
At the time of issuance of this notice, there are in the aggregate 104,834,613
shares outstanding in Billerud representing the same number of votes i.e. the
total number of votes is 104,834,613. As of currently, Billerud has 1,720,314
own shares which cannot be represented at the Meeting.
Shareholder's right to request information
In accordance with the Swedish Companies Act Ch. 7 Sec. 32, the shareholders
have the right to ask questions at the Meeting regarding the items on the
agenda.
Documentation
The complete proposals under items 7, 8, 9 and 10 are stated above. The Articles
of Associations and the procedure for appointing the Nomination Committee in
their proposed wordings will be made available at the company's office and at
the company's website www.billerud.se not later than on 24 August 2012 and
information material regarding the proposals under item 8 will be made available
at the company's office and at the company's website www.billerud.se
approximately three weeks before the Meeting. The documentation will also be
sent by post to shareholders who have requested to receive the documents and
have stated their postal address.
Solna, August 2012
The Board of Directors
For further information, please contact:
Ingvar Petersson, Chairman of the Board, +46 (0)70 595 76 05
Sophie Arnius, Investor Relations Manager, +46 (0)8 553 335 24,
+46 (0)70 590 80 72
The information is such that Billerud Aktiebolag (publ) is obligated to publish
under the Swedish Securities Market Act. Submitted for publication at 10.30 CET,
13 August 2012.
This press release is an in-house translation of the Swedish original convening
notice to the Extraordinary General Meeting in Billerud. In case of any
discrepancies between the Swedish original and this translation, the Swedish
original shall prevail. Please note that the Extraordinary General Meeting will
be conducted in Swedish.
Billerud – “The Natural Part in Smarter Packaging”. Packaging manufacturers and
brand owners are offered added value in the form of brand-strengthening,
productivity-boosting and environment-enhancing packaging solutions. Billerud
has a world-leading market position within primary fibre-based packaging paper.
Billerud has annual sales of around SEK 11 billion and is listed on NASDAQ OMX
Stockholm. www.billerud.com
Extraordinary General Meeting Billerud Aktiebolag (publ)
| Source: BillerudKorsnäs AB
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