The shareholders of Rottneros AB (publ), corporate identity number
556013-5872, are hereby invited to attend the Annual General Meeting
(AGM) to be held at 2 p.m. on Wednesday, 20 May 2015. Location: World
Trade Center Stockholm, Kungsbron 1, conference room Manhattan, in
Stockholm. Registration for the AGM will open at 1.30 p.m.
Registration and notification
Shareholders who wish to participate in the proceedings of the AGM must
* be registered as shareholders in the register of shareholders
maintained by Euroclear Sweden AB on Wednesday, 13 May 2015, and
* notify the company of their intention to attend the AGM no later than
Wednesday, 13 May 2015. The notification can be made via Rottneros’
website, www.rottneros.com. Notification may also be made in writing
to Rottneros AB, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23
Stockholm, Sweden, or by phone at +46 8 402 90 78. Please include in
the notification your name and social security number or company name
and corporate identity number, as well as address, phone number, and
the number of assistants accompanying the shareholder to the AGM.
Nominee-registered shares
In addition to notification, shareholders whose shares are registered in
the name of a nominee through a bank or other nominee must request to
have their shares temporarily re-registered in their own name in the
register of shareholders per Wednesday, 13 May 2015, in order to be
entitled to attend the AGM. Shareholders should inform its nominee of
such request well in advance of this date.
Power of attorney
Shareholders represented by proxy must issue a power of attorney for
their proxy. If the power of attorney is issued by a legal entity, a
copy of the registration certificate (or corresponding authorisation
documents, if no such registration certificate exists) should be
attached. To facilitate registration for the AGM, the power of attorney,
in original, and any authorisation documents shall have been received by
the company at Euroclear Sweden AB at the above address no later than on
Friday, 15 May 2015. Proxy forms are available on the company’s website,
www.rottneros.com.
Agenda
1. Calling to order of the AGM
2. Election of a Chair to preside over the AGM
3. Drawing-up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to check the AGM minutes
6. Resolution as to whether the AGM has been duly convened
7. Presentation of the annual report and audit report, of the
consolidated accounts and Group audit report and also a report from
the auditor on the audit work
8. Address by the CEO and questions from shareholders
9. Resolution concerning the adoption of the income statement and
balance sheet, as well as the consolidated income statement and
consolidated balance sheet
10. Resolution concerning the disposition of the company’s profit as
stated in the adopted balance sheet
11. Resolution on discharge from liability of the members of the Board
and the CEO
12. Presentation on the work and proposals of the Nominating Committee
13. Determination of the number of Board members and also the number of
auditors and deputy auditors, to be elected by the AGM
14. Determination of fees for the Board of Directors and auditors
15. Election of Board members and Chair of the Board
16. Election of auditors and deputy auditors, if any
17. Resolution on the Nominating Committee ahead of the 2016 AGM
18. Resolution on guidelines for remuneration of senior executives
19. Resolution to amend the Articles of Association
20. Conclusion of the AGM
Items 2 and 13 to 17 – Chair of the AGM, the number of Board members and
also the number of auditors, fees, election of Board members and Chair
of the Board, auditors and Nominating Committee ahead of the 2016 AGM
The Nominating Committee, appointed in accordance with the guidelines
resolved by the 2014 AGM, consists of Roger Mattsson (Arctic Paper
S.A.), Stefan Sundh (PROAD AB) and Rune Ingvarsson (Chair of the Board
of Rottneros AB). The Nominating Committee proposes the following:
Item 2 Wilhelm Lüning (Attorney) to serve as Chair of the AGM.
Item 13 The number of Board members elected by the general meeting
shall without change be four.
The company shall have a chartered auditing firm as
auditor.
Item 14 The following fees shall be paid to meeting-elected board
members whom are not employed by the company: SEK 550,000 to the Chair
of the Board and SEK 275,000 to each of the other Board members;
furthermore, no fee shall be paid for committee work. Employee
representatives shall receive a fee of SEK 27,500 per person for the
time required to read materials ahead of meetings. The proposal
represents an increase in remuneration by ten percent compared to the
previous year.
Auditors’ fees are paid based on an invoice approved
by the CEO.
If possible from a tax perspective, and provided that
it is cost neutral to the company, a Board member may invoice the fees
for the Board work. If a Board member invoices the board fee through a
company, the remuneration shall be increased to cover statutory social
security contributions and value added tax.
Item 15 The following persons are elected as Board members:
Re-election of Directors Roger Asserståhl, Rune Ingvarsson and Per
Skoglund and new-election of Marie S. Arwidson as Director. Per Lundeen,
who was appointed as managing director of Rottneros AB on 6 November
2014, is not, therefore, proposed for re-election as a Board member.
Marie S. Arwidson was born in 1951 and has a Bachelor
in Business Administration from the Stockholm School of Economics. Marie
is chairman of the board of Andra AP-fonden and board member of IVA, The
Royal Swedish Academy of Engineering Sciences. She possesses long and
extensive experience from the pulp & paper industry, most recently
as managing director of Skogsindustrierna. Marie has additionally worked
with the Swedish Pulp and Paper Association, comprising a position as
Vice President International, focusing on EU matters, as well as
managing director at CEPI, Confederation of European Paper Industries in
Brussels, where she represented the European paper industry in relation
to the European institutions.
Re-election of Rune Ingvarsson as Chair of the Board.
The Board of Directors shall appoint a new Chair from within its ranks
if Rune Ingvarsson’s assignment as Chair of the Board ends prematurely.
Item 16 Re-election of the chartered auditing firm Ernst &
Young Aktiebolag as the company’s auditor for the period extending from
the end of the 2015 AGM until the end of the 2016 AGM. The auditing firm
has informed the company that the Authorised Public Accountant Erik
Sandström will be appointed as auditor in charge until further notice,
provided that the Nominating Committee’s proposal is adopted by the AGM.
Item 17 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 Committee. One of these two members, in
addition to the Chair of the Board, must be a representative of the
company’s largest shareholder and one shall be a representative of one
of the company’s other four largest shareholders. Neither of these two
members may also be a Board member. In the event that, 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 largest shareholders in terms of the number of votes, the
members appointed by these shareholders shall relinquish their positions
and the shareholder(s) that have taken a position among the five largest
shareholders in terms of number of votes shall have the right to appoint
their own representatives or offer the shareholder who is next in line
in terms of 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 2016 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 2016 AGM:
1. the Chair of the general meeting;
2. the number of Board members;
3. the election of Board members;
4. the election of Chair of the Board;
5. board fees, including distribution between the Chair and other Board
members as well as compensation for committee work;
6. fees for the auditors;
7. the election of auditors; and
8. guidelines for the appointment of a new Nominating Committee.
Item 10 – Dividends
The Board of Directors proposes an ordinary dividend of SEK 0,20 per
share and an extraordinary dividend due to the liquidity injection in
connection with the sale of the Utansjö facility (Utsjöanläggningen) of
SEK 0,20 per share (in total SEK 0,40). The Board of Directors proposes
that the record date for receiving the dividend shall be 22 May 2015.
With the proposed record date the dividend is expected to be paid out
through Euroclear Sweden AB on 27 May 2015. The last day of trading in
the company\'s shares including the right to dividend is 20 May 2015.
Item 18 –Guidelines for remuneration of senior executives
The Board of Directors proposes that the AGM approve the following
guidelines with respect to the remuneration of the senior executives.
At present, ‘senior executives’ refers to the five people who, including
the CEO, form the Group management and who are presented on the
company’s website and page 65 of the 2014 Annual Report.
The remuneration paid to the CEO and other senior executives shall
comprise:
* fixed salary;
* possible variable component of remuneration;
* other benefits; and
* pension benefits.
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 CEO is
capped at 50 per cent of the fixed salary, and the variable component of
remuneration for other senior executives is capped at 30 per cent of the
fixed salary. The programme for the variable component of remuneration
should be designed so that the Board of Directors 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 CEO 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
pension no earlier than from the age of 65.
Matters relating to remuneration for the executive management are dealt
with by the Compensation Committee. The principles of remuneration and
other terms of employment for the executive management, together with
remuneration for the CEO, shall 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 regular Board and
committee duties, the Board of Directors shall determine the level of
remuneration, which must be reasonable and in line with market rates.
The Board of Directors will conduct an annual evaluation of whether or
not to propose a long-term incentive programme to the AGM.
The Board of Directors shall be authorised to depart from these
guidelines if in an individual case there are special reasons for doing
so.
Item 19 – Amendment of Articles of Association
The Board of Directors proposes that the Articles of Association shall
be amended in such a way that general meetings of Rottneros AB no longer
may be held in Gävle or Vallvik.
| Article 2 – Current wording | Article 2 – Proposed wording: |
| The board shall be based in Sunne. General meetings shall be held in Sunne,
Karlstad, Stockholm, Gävle, Söderhamn or Vallvik as determined by the board. |
The board shall be based in Sunne. General meetings shall be held in Sunne,
Karlstad, Stockholm or Söderhamn as determined by the board. |
Special majority rules
The AGM’s resolution to amend the Articles of Association pursuant to
Item 19 above requires that shareholders with at least two thirds of
both the votes cast and the shares represented at the AGM vote in favour
of the proposal.
Documents
The Nominating Committee’s proposals are complete as rendered in this
notice. The Nominating Committee’s proposals, including its reasoned
statement regarding its recommendation for the Board of Directors and
information about members recommended for election, are available at
Rottneros’ Head Office (Vallvik Bruk in Vallvik, Söderhamn) and on the
company’s website, www.rottneros.com.
The Board’s proposals are complete as rendered in this notice. The
Board’s statement regarding the dividend and the entire Articles of
Association, including the proposed amendment pursuant Item 19 above,
are available at the company and on the company’s website (see addresses
provided above).
The annual report and audit report, as well as the auditor’s statement
on the guidelines for remuneration of senior executives, will be
available at the company and on the company’s website (see addresses
provided above) from and including 29 April 2015, at the latest.
All of the documents mentioned will be sent on request to the postal
address provided by the shareholders. Such requests can be made by phone
at +46 8 402 90 78.
All of the documents will also be available at the AGM.
Shares and votes
The company has a total of 153,393,890 shares with one vote each. The
company holds 821,965 own shares.
Disclosures at the AGM
The Board of Directors and CEO shall, if requested by any shareholder
and if the Board of Directors is of the opinion that it can be done
without causing material harm to the company, provide disclosures about:
circumstances that may affect the assessment of an item listed on the
agenda; circumstances that may impact the assessment of the company’s or
a subsidiary’s financial situation; and the company’s relationship with
another Group company.
Vallvik, April 2015
Board of Directors of Rottneros AB
