Shareholders in Elanders AB (publ) are hereby invited to attend the Annual General Meeting on Thursday 28 April 2016 at 3 p.m. at Gothia Towers, Mässans gata 24, Gothenburg, Sweden.
RIGHT TO PARTICIPATE
Shareholders who wish to attend the Annual General Meeting must be recorded in the share register maintained by Euroclear Sweden AB on Friday 22 April 2016 and notify their intention to participate no later than on Friday 22 April 2016.
Shareholders whose shares are registered with a nominee must re-register the shares in their own name with Euroclear Sweden AB in order to be entitled to attend the Meeting. Such registration, which can be temporary, is requested with the nominee and must be duly effected on Friday 22 April 2016. This means that shareholders must advise their nominee well in advance of this day.
There are a total of 26,518,314 shares in Elanders, representing 38,768,304 votes. Of these shares 1,361,110 are class A-shares with ten votes per share and 25,157,204 are class B-shares with one vote per share. The company does not hold any treasury shares.
NOTIFICATION
Notification of participation can be made via the company's website www.elanders.com. Alternatively by e-mail to arsstamma@elanders.com, in writing to Elanders AB (publ), Att: Annual General Meeting, P.O. Box 137, SE-435 23 Mölnlycke, Sweden or by telephone +46 31 750 07 21. The notification shall set forth name, social security number or company registration number, address and telephone number, number of shares and, where applicable, the number of advisors (maximum two) that will accompany the shareholder at the Meeting.
Shareholder represented by a proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a registration certificate or a corresponding document which indicates the authorized signatories of the legal entity must be enclosed. The original power of attorney, and any registration certificate or the equivalent, should be sent to the company well in advance of the Annual General Meeting at the address above. Proxy forms are available at www.elanders.com and can also be ordered from the company at the address given above.
PROPOSED AGENDA
- Opening of the Annual General Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to approve the minutes
- Determination of whether the Meeting has been duly convened
- Presentation by the Chief Executive Officer
- Presentation of the work performed by the Board and its committees
- Presentation of the annual accounts and the auditors' report as well as the consolidated financial statements and the auditors' report for the group
- Resolutions regarding
a) adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet
b) allocation of the company's profits according to the adopted balance sheet
c) the discharge of Board Members and the Chief Executive Officer from liability - Determination of the number of Board Members, deputies and auditors
- Determination of the remuneration to the Board of Directors and the auditor
- Election of Board Members and Chairman of the Board
a) re-election of Carl Bennet;
b) re-election of Erik Gabrielson;
c) re-election of Linus Karlsson;
d) re-election of Cecilia Lager;
e) re-election of Anne Lenerius;
f) re-election of Magnus Nilsson;
g) re-election of Johan Stern;
h) re-election of Caroline Sundewall;
i) election of Pam Fredman; and
j) re-election of Carl Bennet as Chairman of the Board. - Election of auditor
- Resolution regarding the nomination committee
- Adoption of the Board's guidelines on remuneration to senior officers
- Closure of the Meeting
DIVIDEND DISTRIBUTION (ITEM 10 b)
The Board of Directors proposes a dividend of SEK 2.20 per share for the financial year 2015. The record date for the dividend is proposed to be Monday 2 May 2016. If the Annual General Meeting approves the proposal, it is expected that the dividend will be disbursed by Euroclear Sweden AB on Friday 6 May 2016. The last day for trading in Elanders' shares including the right to dividend is Thursday 28 April 2016.
BOARD OF DIRECTORS ETC (ITEMS 2, 11, 12, 13 and 14)
The nomination committee, composed of Carl Bennet (Carl Bennet AB), Chairman, Hans Hedström (Carnegie Funds) and Britt-Marie Årenberg (representative of the minority shareholders) proposes:
- the appointment of Carl Bennet as Chairman of the Annual General Meeting,
- that the Board shall consist of nine Members without any deputies,
- that the remuneration to the Members of the Board shall amount to SEK 3,440,000, to be divided so that the Chairman receives SEK 640,000 and the other members not employed by the Company receives SEK 320,000 each, the chairman of the audit committee receives SEK 130,000 and each other member of the audit committee receives SEK 65,000, the chairman of the remuneration committee receives SEK 68,000 and each other member of the remuneration committee receives SEK 34,000.
- the re-election of Carl Bennet, Erik Gabrielson, Linus Karlsson, Cecilia Lager, Anne Lenerius, Magnus Nilsson, Johan Stern and Caroline Sundewall and the election of Pam Fredman as new Member of the Board.
- the re-election of Carl Bennet as Chairman of the Board,
- that the company elects one auditor without any deputies,
- that remuneration to the auditor be paid according to approved invoices within the limits of the offer, and
- the re-election of PricewaterhouseCoopers AB as auditor of the company.
Pam Fredman, 66 years, is the Vice-Chancellor of the University of Gothenburg. She is a civil engineer, Ph. D. and Professor of Neurochemistry. Pam Fredman has held numerous leading positions within academic and scientific organizations, both in Sweden and abroad, inter alia as Chairman of the Association of Swedish Higher Education and Vice President of UNESCO's International Association of Universities.
For further information on the proposed Members of the Board, please refer to the nomination committee's proposal which is available at the company's website.
THE NOMINATION COMMITTEE (ITEM 15)
The nomination committee proposes that the Annual General Meeting resolves:
- to instruct the Chairman of the Board to convene a nomination committee for the Annual General Meeting 2017, composed of the Chairman of the Board, one representative of each of the company's two largest shareholders as per 31 August 2016 and one representative of the minority shareholders,
- that, in the event any of the two largest shareholders refrains from exercising its right to appoint a representative to the nomination committee, such right shall pass to the shareholder that, next to these two shareholders, has the largest shareholding in the company,
- that, in the event a representative no longer represents the relevant shareholder, or otherwise resigns from the nomination committee prior to the completion of its work, such shareholder shall be offered the opportunity to appoint a new representative to the nomination committee,
- that, in the event a representative represents a shareholder that has sold all or the main part of its shareholding in Elanders, the nomination committee may resolve that such member shall resign and, if deemed appropriate by the nomination committee, offer another representative for a larger shareholder a place in the nomination committee, and
- that the nomination committee shall perform such duties that fall on the nomination committee in accordance with the Swedish Code of Corporate Governance.
GUIDELINES ON REMUNERATION TO SENIOR OFFICERS (ITEM 16)
The Board proposes that the Annual General Meeting resolves on guidelines for remuneration to senior executives principally entailing the following. Remuneration and other terms and conditions of employment for senior executives shall be based on market conditions and be competitive in all markets where Elanders operates, to ensure that competent and skilful employees can be attracted, motivated and retained. The total remuneration to senior executives shall comprise basic salary, variable remuneration, pensions and other benefits. The variable remuneration shall be limited and connected to predetermined and measurable criteria elaborated with the purpose to promote the long-term added value of the company. The Board shall retain the right to deviate from the guidelines if motivated by particular reasons on an individual basis.
DOCUMENTS
The annual report and other supporting documentation will be held available at the company and on its website, www.elanders.com, at least three weeks before the Annual General Meeting. Copies of these documents will be sent to shareholders who request it and provide their postal address. Copies will also be distributed at the Annual General Meeting.
The shareholders are reminded of their right to demand information according to Chapter 7 Section 32 of the Swedish Companies Act.
PROGRAM FOR SHAREHOLDERS
2:30 p.m. Registration opens
3:00 p.m. The Annual General Meeting begins
After the Annual General Meeting a warm meal will be served.
Mölnlycke, March 2016
The Board of Elanders AB (publ)
HUG#1997182
