PLEASE NOTE THE CHANGE OF DATE FOR THE ANNUAL GENERAL MEETING 2016 IN
RELATION TO WHAT HAS PREVIOUSLY BEEN ANNOUNCED
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 Monday, 30 May 2016. Location: World Trade
Center Stockholm, conference room Manhattan, Kungsbron 1, 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 Tuesday, 24 May 2016, and
* notify the company of their intention to attend the AGM no later than
Tuesday, 24 May 2016. 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, social security number or 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 Tuesday, 24 May 2016, 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 and authorization documents
Shareholders represented by proxy must issue a power of attorney for
their proxy. If the power of attorney is issued by a legal entity,
authorization documents for the legal entity, evidencing the authority
to issue the proxy (the registration certificate or corresponding
authorisation documents), shall be attached. Representatives of a legal
entity shall submit equivalent authorization documents.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 Tuesday,
24 May 2016. 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, the auditor\'s
statement on whether the guidelines for remuneration of senior
executives have been adhered to and also a report from the auditor
on the audit work during 2015.
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 of the Nominating Committee’s proposals.
13. Determination of the number of Board members to be elected by the
AGM and the number of auditors and deputy auditors.
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 2017 AGM.
18. Resolution on guidelines for remuneration of senior executives.
19. 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 2017 AGM
The Nominating Committee, appointed in accordance with the guidelines
resolved by the 2015 AGM, consists of Olle Grundberg (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
Attorney Ingrid Westin Wallinder, from Ramberg Advokater, to serve as
Chair of the AGM.
Item 13
The number of Board members elected by the general meeting shall be sex.
The company shall have a chartered auditing firm as auditor.
Item 14
The following fees shall without change 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.
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 Marie S. Arwidson, Rune Ingvarsson and Per Skoglund and
new-election of Per Lundeen, Roger Mattsson and Ulf Carlson.
Re-election of Rune Ingvarsson as Chair of the Board.
Per Lundeen was born in 1955 and has a Master of Engineering (Chemical
Engineering) from Chalmers University in Gothenburg. Per is the
resigning CEO and President of Rottneros AB, a position he has held
since the autumn of 2014. He was previously a board member of Rottneros
from 2013 up until the 2015 AGM. Per is chairman of Nilsbyn Invest AB
and Strand Packaging AB as well as board member of Fiskeby Board AB and
Packbridge AB. Per has a longstanding experience of different capacities
within Åkerlund & Rausing group, inter alia as CEO of Å&R
Packaging group.
Roger Mattsson was born in 1973 and has a Master\'s degree in Economics
from Gothenburg School of Economics. Roger is currently working as CFO
of Nemus Holding AB and acting CEO of Munkedal Skog AB. Roger is also a
member of the Supervisory Board for Artic Paper S.A and has previously
worked as group controller within Artic Paper.
Ulf Carlson was born in 1950 and has a Master of Engineering (Chemical
Engineering) from Chalmers University in Gothenburg. Ulf is the board
member of a number of research boards, such as vice chairman of the
Troedsson foundation and the IVA network “The Innovators”, also member
of the Lyckeby Stärkelsen Reserch Foundation, and Acosense as well as a
member of IVA’s dept. Vlll. He has long and broad experience from the
forest industry where he held a number of leading R & D positions
within pulp/paper at companies such as SCA, Mölnlycke and Eka Chemicals
(currently Akzo Nobel) and as a researcher within the pulp/paper field.
Board member Roger Asserståhl has declined re-election.
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
2016 AGM until the end of the 2017 AGM. The auditing firm has informed
the company that the Authorised Public Accountant Erik Sandström will be
appointed as auditor in charge.
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 2017 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 2017 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 a dividend as follows:
a) an ordinary dividend of SEK 0.30 per share, according to the
Board’s proposal previously announced in the year-end report for 2015
and in the profit allocation proposal in the Annual Report for 2015, and
b) an extra dividend of SEK 0.20 per share, according to an increased
proposal by the Board, press released on 19 April, 2016 (in total SEK
0.50 per share).
The background of the increased proposal is the positive development of
the group during the past two years, resulting in a very strong balance
sheet with a high equity ratio. At the end of 2015, the company was
debt-free with a large liquidity reserve and the equity ratio was 77
percent. The proposed extra dividend improves Rottneros\' current and
future financing and capital structure and the rate of return on capital
employed will increase. The Board\'s long-term objective is to transform
the company\'s financial structure through increased borrowing.
The Board\'s statement regarding the dividend in accordance with Chapter
18, Section 4 of the Swedish Companies Act will be made available in the
manner described below, together with the other documents.
The record date for receiving the dividend is proposed to be Wednesday,
1 June 2016. With the proposed record date the dividend is expected to
be paid out through Euroclear Sweden AB on Tuesday, 7 June 2016. The
last day of trading in the company\'s shares including the right to
dividend is Monday, 30 May 2016.
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.
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.
Documents
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 complete proposal for dividend, the Board’s statement
regarding the dividend as well as a statement from the auditor are
available at the company’s head offices 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 implementation of the guidelines for remuneration of senior
executives, are available at the company and on the company’s website.
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.
Information about the shareholders\' right to request information 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 2016
Board of Directors of Rottneros AB
For further information, please contact: Per Lundeen, CEO of Rottneros
AB, +46 70 518 33 47 Krister Lindgren, acting CFO of Rottneros AB, +46
72 715 06 50
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 26 April 2016 at 14:00 CET.
This is an in-house translation. In case of any discrepancies between
the Swedish original and this translation, the Swedish original shall
prevail.
