In accordance with NASDAQ OMX Stockholm Rule Book for Issuers, Rottneros AB
hereby announces, through a press release, the content of the notice to attend
Rottneros AB's AGM on Friday 22 March 2013.
The Notice to attend the AGM will be published on www.rottneros.com on Thursday
21 February 2013 and in Post- och Inrikes Tidningar (the Official Swedish
Gazette) on Friday 22 February 2013.
The fact that notice has been issued will be announced in the Swedish
newspapers Dagens Nyheter and Nya Wermlands-Tidningen on Friday 22 February
2013.
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 2 pm on Friday 22 March 2013 at the World Trade
Center, Klarabergsviadukten 70, Floor 4, Section D, World Trade Center
Conference, New York Room, Stockholm, Sweden. Registration for the AGM will
commence at 1.30 pm.
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 16 March 2013 (please note that the record day is a Saturday, which
means that shareholders must be entered in the register of shareholders on
Friday 15 March 2013), and
• notify the company no later than Monday 18 March 2013 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 or corporate ID number, address, telephone number, and
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 15 March 2013 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 Monday 18 March 2013. Authorisation forms in Swedish and
English are available on 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 of 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 2012; b) address by the CEO; and c) presentation by
the auditors of their audit work in 2012.
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 together with the record day for dividends.
9. Resolution to discharge the members of the Board and the CEO 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.
12. Determination of fees for the Board and auditors.
13. Election of Board members and Chair of the Board.
14. Election of auditors and any deputy auditors.
15. Resolution on the Nominating Committee’s work in preparation for the 2014
AGM.
16. Resolution on guidelines for the remuneration of senior executives.
17. Closing of the AGM.
Nominating Committee’s proposals
As a consequence of changes to the ownership situation (due to the ongoing
public takeover bid by Arctic Paper S.A.) the Nominating Committee has a
partially new composition and it has therefore not been possible for the
Nominating Committee to complete its work in time for the proposals to be
included in the notice of meeting. The work of the Nominating Committee is
continuing and the Nominating Committee has notified the Board that proposals
under items 1 and 11 to 15 (the Chair of the AGM, number of Board members,
fees, Board members and Chair of the Board, auditors and guidelines for the
Nominating Committee) will be sent to the Board of the company as soon as the
proposals are ready. The company will then publish proposals via a press
release as well as otherwise making them available at the company and on the
company's website.
The Board's proposals
Item 8 – Dividends and record day
The Board proposes that a dividend shall be fixed at SEK 0.10 per share and
also that the record day for the dividend shall be Wednesday 27 March 2013. It
is estimated that it will be possible to make payments via Euroclear Sweden AB
on Wednesday 3 April 2013.
The Board’s proposed appropriation of the company’s profit for the financial
year 2012 also means that the company's profit brought forward of SEK
365,478,646 and the loss for the year of SEK 7,210,328 (SEK 358,268,318 in
total) shall be appropriated so that SEK 15,257,193 is issued as a dividend and
SEK 343,011,125 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 number 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 CEO and other senior executives. At present, 'other
senior executives' refers to the five people who, together with the CEO, make
up Group management and who are presented on the company's website and page 47
of the 2012 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 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 CEO 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 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 a pension no
earlier than from the age of 62.
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, 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 CEO, 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.
Documents
The Nominating Committee’s proposals will be published via a press release as
soon as the work of the Nominating Committee has been completed and the
proposals submitted to the company. The proposals and reasoned statements of
the Nominating Committee, together with information about proposed members,
will be made available at the company at Kungsbron 1, C6, Stockholm, Sweden,
and on the company’s website, www.rottneros.com, as soon as the work of the
Nominating Committed has been completed.
The Board's reasoned statement regarding a proposed dividend under Chapter 18,
Section 4 of the Swedish Companies Act will be available from the company and
on the company's website no later than from and including Friday 1 March 2013.
The Board’s complete proposals are otherwise shown in the notice of meeting.
The annual report and audit report, together with the auditor's statement on
whether the AGM guidelines for remuneration to senior executives have been
observed, will be available from the company and on the company's website from
and including Monday 25 February 2013.
Copies of the documents mentioned will be sent on request to the postal address
provided by the shareholders. Orders can be made by telephone on +46 8 590 010
00. All of the documents will also 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 relates to the position at the time this notice is
issued.
Shareholders’ right to request information
The Board and CEO shall, if any shareholder so requests and the Board considers
that this may be done without material damage to the company, provide
information about: circumstances that may affect the assessment of an item
listed on the agenda; circumstances that may affect the assessment of the
company’s or a subsidiary’s financial situation; and the company’s relationship
with another Group company.
Stockholm, February 2013
Board of Directors 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 Wednesday 20 February 2013 at 15.30 CET.
This is a translation of the Swedish version of the notice. In case of any
discrepancy, the Swedish 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 300
employees and had a turnover of approximately SEK 1.5 billion in the 2012
financial year.
