Press release 2009-03-18
NOTICE TO ATTEND THE ANNUAL GENERAL MEETING
Shareholders in Elanders AB (publ) are hereby invited to attend an
Annual General Meeting Thursday 23 April 2009 at 3 p.m. at the
Elanders Infomedia Centre on Designvägen 2, Mölnlycke, Sweden.
THE RIGHT TO PARTICIPATE
Those who have the right to participate in the Annual General Meeting
are shareholders that are both inscribed in the register of the
shareholders held by The Swedish Securities Register Office on Friday
17 April 2009 and have notified their intent to participate no later
than 1 p.m., Monday 20 April 2009.
Shareholders who have nominee registered their shares must
temporarily register their shares in their own name at The Swedish
Securities Register Office. This reregistering must be carried out
after having requested it from the nominee no later than Friday 17
April 2009 in order to participate in the Annual General Meeting.
This means that shareholders must notify their nominee of this well
in advance of this day.
There are a total of 9,764,999 shares and 15,014,996 votes in
Elanders. Of these shares 583,333 are A shares with ten votes per
share and 9,181,666 B shares with one vote per share.
NOTIFICATION
Notification of participation can be made by mail to Elanders AB
(publ) Att: Annual General Meeting Box 137, SE-435 23 Mölnlycke,
Sweden, by telephone to +46 31 750 00 00, fax +46 31 750 07 25, via
e-mail arsstamma@elanders.com or via our website www.elanders.com.
Name, social security number or company id number, address and
telephone number, number of shares and, when applicable, the number
of assistants (maximum of two) attending the Annual General Meeting
must be included.
Shareholders represented by a proxy must issue a power of attorney
for the proxy. If the power of attorney is issued by a legal entity,
a registration document or the equivalent thereof which indicates the
authorised signatory for the legal entity must accompany it. The
original power of attorney, together with a registration document or
the equivalent thereof if necessary, should be sent in good time
before the Annual General Meeting to the company at the address
above. The company provides power of attorney forms upon request.
PROPOSED AGENDA
1. Opening of the Annual General Meeting
2. Election of Meeting chairman
3. Drawing up and approval of the voting list
4. Approval of the Agenda
5. Election of two persons, who will verify the minutes
6. Corroboration that the Meeting has been duly convened
7. Chief Executive Officer's report
8. Presentation of the work done by the Board and its subcommittees
9. Presentation of the annual accounts, the auditors' report, the
consolidated financial statements and the consolidated auditors'
report
10. Adoption of
a) the income statement and balance sheet as well as the
consolidated income statement and balance sheet
b) the appropriation of profits according to the adopted balance
sheet
c) the discharge of Board Members and the Chief Executive Officer
from liability for the fiscal year
11. Adoption of the number of Board Members and deputies as well as
auditors and deputies
12. Adoption of the remuneration of the Board of Directors
13. Election of the Board of Directors and Chairman of the Board
14. Election of the nominating committee
15. Adoption of the Board's guidelines on remuneration to senior
officers
16. Closure of the Meeting
DIVIDEND DISTRIBUTION (POINT 10B)
The Board of Directors has proposed no dividend for 2009.
THE BOARD OF DIRECTORS AND AUDITORS (POINTS 2, 11, 12 AND 13)
The nominating committee for the Annual General Meeting consisting of
Carl Bennet, (Carl Bennet AB) chairman, Göran Erlandsson
(representative for minor shareholders), Hans Hedström (HQ Funds),
Nils Petter Hollekim (Odin Funds), and Caroline af Ugglas (Investment
AB Latour and Skandia Liv) proposes:
* the appointment of Carl Bennet as chairman of the Annual General
Meeting,
* the number of the Board shall remain unchanged at eight members and
no deputies,
* remuneration to Board Members shall amount to SEK 2,375,000 to be
divided so that the Chairman receives SEK 500,000 and the other
members not employed in the Company will each receive SEK 250,000,
the chairman of the auditing committee receives SEK 100,000 and
remuneration to each member of the auditing committee will be SEK
50,000, the chairman of the remuneration committee receives SEK
50,000 and remuneration to each member of the remuneration
committee will be SEK 25,000.
* the re-election of Carl Bennet, Patrick Holm, Göran Johnsson,
Hans-Olov Olsson, Kerstin Paulsson, Johan Stern and Tore Åberg to
the Board,
* the election of Cecilia Lager as Board Member, and
* the re-election of Carl Bennet as Chairman of the Board.
Cecilia Lager, 45 years old, is an economist educated at University
of Lund, Sweden. Cecilia is presently Marketing Executive in Alecta,
the largest occupational pension company in Sweden. Cecilia was
previously Head of SEB Fonder. Before that Cecilia was Head of
Communications at Sapa AB and has also held different management
positions within ABB Financial Services. Ingegerd Gréen has declined
re-election.
The auditor's term of office ends at the Annual General Meeting in
2012.
THE NOMINATING COMMITTEE (POINT 14)
The nominating committee proposes to the Annual General Meeting to
decide:
* that the nominating committee for the Annual General Meeting of
2010 will consist of Carl Bennet, (Carl Bennet AB), Chairman,
Göran Erlandsson (representative for minor shareholders), Hans
Hedström (HQ Funds), Nils Petter Hollekim (Odin Funds) and Caroline
af Ugglas (Investment AB Latour and Skandia Liv),
* that in case an owner representative no longer represents the
shareholder in question, or otherwise leaves the nominating
committee before its work is accomplished, the shareholder is
permitted to choose a new representative as member of the
nominating committee,
* that in the case the owner representative represents a shareholder
who has sold all or most of its holding in Elanders AB, the
nominating committee may decide that the member shall vacate the
post and, if the nominating committee considers it prudent, offer
another representative for a major shareholder a place on the
nominating committee, and
* that the nominating committee in connection with its role will
fulfill the duties that according to the Swedish code for corporate
governance are required of a nominating committee.
GUIDELINES ON REMUNERATION TO SENIOR OFFICERS (POINT 15)
The Board proposes guidelines mainly entailing that the company offer
total compensation on par with market levels so that the company can
recruit and keep qualified senior officers. Remuneration to senior
officers will consist of a basic wage, variable remuneration, other
benefits and a pension. The basic wage will take into consideration
the individual's responsibility and experience. The division between
basic wage and variable remuneration will be in proportion to the
officer's responsibility and authority. The variable remuneration
will be based on results in relationship to individual targets.
Variable remuneration for the CEO and Chief Financial Officer may
amount to, at most, 50 percent of his/her basic wage. For other
senior officers variable remuneration may amount to, at most, 40
percent of his/her basic wage. Pension benefits may be defined
benefits and defined contribution benefits or a combination thereof.
These guidelines are the same as the principles followed thus far.
DOCUMENTS
The annual accounts and all other necessary documents will be
available at the company and on its website, www.elanders.com, at
least two weeks before the Annual General Meeting. Copies of these
documents will be sent to shareholders who request it and provide
their mailing address. Copies will also be distributed at the Annual
General Meeting. This Notice to Attend can also be found on the
company website as well as presentations of the nominated Board
Members.
PROGRAM FOR SHAREHOLDERS
1:00 p.m. Guided tour of the Group's operations in Mölnlycke
2:00 p.m. Registration opens
3:00 p.m. The Annual General Meeting begins
Refreshments will be available after the meeting. We offer our
shareholders bus transportation from Exercishuset at Heden since
parking may be difficult in the area. Please let us know if you want
to take the bus when you notify us you will be attending.
Mölnlycke March 2009
Elanders AB (publ) Board of Directors
For further information please contact:
Patrick Holm, President and CEO, phone: +46 31 750 07 50, mobile: +46
708 21 04 10 or
Mats Almgren, CFO, phone: +46 31 750 07 60, mobile: +46 705 18 19 36.
or visit the Group's homepage www.elanders.com
