Notice of 2010 Annual General Meeting Shareholders in Holmen Aktiebolag (publ) are herewith invited to attend the Annual General Meeting at 4.00 pm CET on Wednesday 24 March 2010 in Vinterträdgården, Grand Hôtel (Stallgatan entrance), Stockholm, Sweden. Registration etc. Shareholders wishing to participate in the Meeting shall: • be entered in the register of shareholders maintained by Euroclear Sweden AB on Thursday 18 March 2010; • give notice of participation by Thursday 18 March 2010 at the latest, preferably before 5.00 pm CET, to Holmen AB, Group Legal Affairs, Box 5407, SE-114 84 Stockholm, Sweden, in which the number of assistants shall be stated. Notice may also be given by telephone: +46 (0)8 666 21 11, by fax: +46 (0)660 759 78 or via the company's website: www.holmen.com Shareholders whose shares are registered under a nominee name must temporarily re-register them in their own names with Euroclear Sweden to be entitled to participate. Such re-registration must be completed on Thursday 18 March 2010 at the latest. This means that shareholders must notify their account operator of their intention well ahead of this date. Shareholders who wish to be represented by a proxy may obtain a proxy form from the company. Proposed agenda 1 Opening of Meeting 2 Election of Chairman of Meeting 3 Preparation and approval of voting list 4 Approval of agenda 5 Election of adjusters to approve the minutes of the Meeting 6 Resolution concerning the due convening of the Meeting 7 Presentation of the annual report and the consolidated financial statements, and the report of the auditors and the consolidated report of the auditors. Address by CEO. 8 Matters arising from the above reports 9 Resolution concerning the adoption of the parent company's income statement and balance sheet and the consolidated income statement and balance sheet 10 Resolution concerning the proposed treatment of the company's unappropriated earnings as stated in the adopted balance sheet, and date of record for entitlement to dividend 11 Resolution concerning the discharge of the members of the Board and the CEO from liability 12 Decision on the number of members of the Board to be elected by the Meeting 13 Decision on the fees to be paid to the Board and the auditors 14 Election of the Board and the Chairman of the Board 15 Information about the Nomination Committee before the 2011 AGM 16 Board's proposal regarding guidelines for determining the salary and other remuneration of the CEO and senior management 17 Board's proposal concerning the buy-back and transfer of shares in the company 18 Proposal from shareholder on amending the company's articles of association so that it is also possible to hold the AGM at one of the company's facilities 19 Proposal from shareholder on an instruction to the Holmen Skog subsidiary to take measures against damage from grazing elks 20 Proposal from shareholder on amending the terms of the contract (arbitration clause) in the event of the company purchasing wood from forest owners 21 Closure of the Meeting Nomination Committee proposals in respect of Item 2 and Items 12-14 on the agenda The Annual General Meeting has previously decided to set up a Nomination Committee to submit the names of candidates for election to the Board, the fee to be paid to the Board and, in relevant years, the election of auditors and the auditors' fee. Pursuant to the Annual General Meeting's decision, the Nomination Committee shall consist of the Chairman of the Board and one representative of each of the three largest shareholders on 31 August each year. Prior to the 2010 Annual General Meeting, the Nomination Committee consists of Mats Guldbrand, L E Lundbergföretagen; Alice Kempe, Kempe Foundations; Håkan Sandberg, Handelsbanken incl. pension funds, and Fredrik Lundberg, Chairman of the Board. Chairman of the Nomination Committee is Mats Guldbrand. The Nomination Committee has submitted the following proposals: Item 2 It is proposed that Fredrik Lundberg chair the Meeting. Item 12 Nine members Item 13 It is proposed that a fee of SEK 2,475,000 be paid to the Board, of which SEK 550,000 be paid to the Chairman, and SEK 275,000 be paid to each of the members elected by the Annual General Meeting who is not an employee of the company. The proposal means that the fees are unchanged. Compensation to the auditors shall be paid against invoice. Item 14 It is proposed that Fredrik Lundberg, Carl Bennet, Magnus Hall, Carl Kempe, Curt Källströmer, Hans Larsson, Ulf Lundahl, and Göran Lundin be re-elected to the Board, and that Louise Lindh be elected to the Board. Lilian Fossum is not available for re-election. Louise Lindh is 30 years old and has an MBA. She is Executive Vice President of Fastighets AB L E Lundberg and is board member of Hufvudstaden AB. It is proposed that Fredrik Lundberg be elected Chairman. Board proposal concerning Item 10 on the agenda The Board proposes that a dividend of SEK 7 (9) per share be paid. The Board proposes that the date of record for entitlement to dividend be Monday 29 March 2010. Provided the shareholders at the Annual General Meeting resolve in favour of the proposal, it is expected that the dividend will be distributed by Euroclear Sweden on Thursday 1 April 2010. Board proposal concerning Item 16 on the agenda The Board proposes that the following guidelines be adopted for determining the salary and other remuneration of the CEO and senior management, i.e. the business area managers and heads of Group staffs reporting directly to the CEO. Salary and other remuneration: The remuneration of the CEO and the senior management shall consist of a fixed market-based salary. Other benefits, mainly car and accommodation, shall, insofar as they are provided, represent a limited part of the remuneration. No variable remuneration shall be paid. Pension: Normal retirement age shall be 65 years. The company and the employee shall be mutually entitled to request that pension be drawn from 60 years of age. Any pension drawn before 65 years of age shall be either defined benefit or defined premium. Pension drawn after 65 years of age shall be in accordance with the ITP plan. Over and above this, the employee may also be entitled to a supplementary old age pension. In this case, there shall be a gradual transition from the existing arrangement with a defined benefit pension to one in which the pension is defined premium. Notice and severance pay: Discontinuation notice should normally be one year if it is given by the company, and six months if it is given by the employee. In the event of notice being given by the company, severance pay can be paid corresponding to no more than 24 months' salary. For new contracts, salary during the period of notice and severance pay shall not exceed a total of an amount equivalent to two years' salary. Incentive scheme: Any decision on a share and share price based incentive scheme for senior company personnel shall be made by the AGM. Remuneration committee: A remuneration committee appointed from among the members of the Board shall prepare business pertaining to the CEO's salary and other conditions of employment and submit proposals on such issues to the Board for decision. Detailed principles for determining the salaries, pension rights and other remuneration to senior management shall be laid down in a pay policy adopted by the remuneration committee. Departures in individual cases: The Board shall be entitled to depart from these guidelines in individual cases should special reasons exist. In the event of such a departure, information thereon and the reasons therefore shall be submitted to the next Annual General Meeting. Board proposal concerning Item 17 on the agenda The Board proposes that the AGM decides that Board be mandated, for the period until the end of the next AGM, to make decisions, on one or more occasions, to buy back Series “A” or Series “B” shares in the company, or combinations thereof to the extent that the company's holding of its own shares does not at any time exceed 10 per cent of all the shares in the company. The share purchases shall be transacted via NASDAQ OMX Stockholm at prevailing listed prices. The Board further proposes that it be mandated by the AGM to make decisions between now and the next AGM to use the company's holding of its own shares as payment in connection with the acquisition of companies or lines of business or to finance such acquisitions, in which case the shares shall be sold via NASDAQ OMX Stockholm. The mandate may be exercised on one or more occasions and may include the company's entire holding of its own shares at the time of the Board's decision. The mandate includes the right to decide to waive the prior rights of existing shareholders. The purpose of this mandate to buy back and sell shares in the company is to enable the Board to adjust the capital structure, thereby generating a higher value for shareholders. Shareholders' proposal concerning Items 18-20 on the agenda Item 18 Proposal from shareholder on amending the company's articles of association so that it is also possible to hold the AGM at one of the company's facilities, instead of only in Stockholm. Item 19 Proposal from shareholder that the Meeting instructs Holmen Skog to take substantial measures to prevent young pine trees from being damaged by grazing elks. Item 20 Proposal from shareholder that the Meeting resolves to change the terms of the felling contract applicable in the company. It is proposed that the current wording of the term, “Disputes arising from this contract will be definitively resolved through arbitration in accordance with the Arbitration Institute of the Stockholm Chamber of Commerce's rules for simplified arbitration”, be replaced by “Disputes arising from this contract are to be resolved in accordance with applicable arbitration legislation, apart from when the matter disputed is in an amount of less than SEK 500,000, in which case the dispute may be referred to a general court in the location where the seller is domiciled”. Documents The annual report, the auditor's report, the Board's dividend proposal and its reasons therefore, proposal for guidelines for determining the salary and other remuneration of the CEO and senior management, the auditor's statement in accordance with Chap. 8 § 54 of the Swedish Companies Act, the Board's proposal for a mandate to acquire and transfer the company's own shares and the Board's reasons therefore shall be made available at the company's offices as of Wednesday 10 March 2010 inclusive and shall also be published on the company's website. _____________ Holmen AB has a total of 84,756,162 shares in issue, divided into 22,623,234 Series “A” shares and 62 132 928 Series “B” shares. Each Series “A” share carries ten votes and each Series “B” share one vote. The total number of votes is 288,365,268. In order to secure the company's commitments as part of the incentive scheme that was introduced pursuant to the decision by the 2008 AGM, the company has bought back a total of 760,000 of its own Series “B” shares. Stockholm, February 2010 The Board of Directors In its capacity as issuer, Holmen AB is releasing the information in this press release in accordance with Chapter 17 of the Swedish Securities Market Act (2007:528). The information was distributed to the media for publication at 16.00 CET on Tuesday 16 February 2010.
Notice of 2010 Annual General Meeting
| Source: Holmen AB
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