Notice of Annual General Meeting of Shareholders in Enea AB (publ)
(Thomson Reuters ONE) -
STOCKHOLM, Sweden, 16 March, 2010 - The shareholders in Enea AB (publ), corp.
id. no. 556209-7146, (the "Company"), are invited to participate in the annual
general meeting of shareholders to be held on Monday 19 April 2010, at 6 p.m. at
Enea AB, Skalholtsgatan 9, Kista. Registration to the meeting starts at 5 p.m.
Notice of attendance
Shareholders who wish to attend the annual general meeting must be recorded as
shareholder in the share register kept by Euroclear Sweden AB (formerly VPC AB)
on Tuesday 13 April 2010 and give notice of attendance to the Company at the
latest on Tuesday 13 April 2010 at 5 p.m. Notice of attendance can be given by
post to Enea AB (publ), P.O. Box 1033, 164 21 Kista, by telephone
+46 8 507 144 85 or by e-mail to arsstamma(at)enea.com
Notice of attendance shall contain name, personal- or corporate identification
number, number of represented shares, address, telephone no. and assistant, if
any, (two at the most).
Shareholders represented by proxy shall issue a power of attorney for the
representative. The power of attorney shall be submitted to the Company well
ahead of the annual general meeting to the address stated above. If the power
of attorney is issued by a legal entity it must be accompanied by a copy of the
entity's certificate of registration. Such documents must be no more than one
year old. Shareholder having shares registered in the name of a nominee must
request the nominee to temporarily enter the shareholder into the share register
as per Tuesday 13 April 2010, in order to be entitled to attend the meeting. The
shareholder should inform the nominee to that effect well before that day.
Agenda
Proposed agenda of the meeting:
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda of the meeting
5. Election of one or two persons to approve the minutes
6. Determination whether the meeting has been properly convened
7. Presentation of the annual report, the consolidated accounts, the
auditors' report and the auditors' report on the consolidated accounts
8. The managing director's presentation
9. Resolutions with respect to
a) adoption of the profit and loss statement and the balance sheet, the
consolidated profit and loss statement and the consolidated balance sheet
b) the appropriation of the Company's profit or loss in accordance with the
approved balance sheet
c) discharge of liability for the members of the board of directors and
the managing director
10. Determination of the number of board members and deputy members and the
number of auditors and deputy auditors
11. Determination of the fees to the board members and the auditors
12. Election of
a) members of the board of directors
b) chairman of the board
c) auditor
13. Resolution on the procedure on appointment of the members of the nomination
committee
14. The board's proposition on an authorization for the board to acquire and
transfer its own shares
15. The board's proposition on guidelines for remuneration to senior management
16. The board's proposition on a authorization for the board to issue new
shares
17. The board's proposition on an employee stock purchase plan
18. The board's proposition to amend the articles of association
19. The board's proposition on a resolution of a reduction of the share capital
relating to treasury shares and a corresponding "bonus issue" increase of the
share capital
20. Close of the meeting
Propositions
The board's proposition on the appropriation the Company's profit or loss (item
9 b)
The board proposes a dividend of SEK 1.50 per share. 22 April 2010 is proposed
as record day for dividend. Assuming this date will be adopted as the record
day, Euroclear Sweden AB is expected to disburse dividends on 29 April 2010.
Proposition by the nomination committee (item 2 and 10-13)
A nomination committee (NC) has been established following a decision on the
annual general meeting of shareholders 2009. The following persons serve on the
nomination committee for the annual general meeting 2010; Per Lindberg, Sverre
Bergland (DnB Nor), Anders Ljungqvist (AMF), Robert Andersson (Infläktor) and
Anders Lidbeck (chairman of the board in Enea AB). The NC has appointed Per
Lindberg as its chairman. The propositions by the NC are supported by
shareholders representing approx. 28 per cent of the votes.
The NC proposes that Anders Lidbeck is appointed to chair the annual general
meeting 2010.
The NC proposes that the board shall consist of five ordinary members elected by
the general meeting and without any deputy members.
According to NC's proposition, the remuneration to the board shall be in
principle unchanged compared to previous years, but adjusted due to the decrease
of the number of members from six to five, and consequently be a total of SEK
1 190 000 to be allocated with SEK 380 000 to the chairman and SEK 160 000 to
the rest of the members elected by the general meeting. The VC also proposes
that SEK 170 000 shall be allocated amongst the board members due to
contribution and activity in committee work, which is unchanged from the
previous year. In addition hereto, SEK 500 000 is proposed as remuneration for
extra ordinary efforts, not least for the chairman of the board who is estimated
to spend considerable time in excess of the normal board work. The amount of
time devoted to these extra ordinary efforts shall be accounted for and be
deducted from this amount. The NC proposes that the auditor shall receive
reasonable compensation and based on actual time spent on the assignments.
The NC proposes re-election of Åsa Landén Ericsson, Anders Skarin and Kjell
Duveblad as members of the board and Anders Lidbeck as chairman of the board and
election of Mats Lindoff as a new member. For more information on the proposed
new member see www.enea.com
The auditors were elected 2007 for a period of four years and consequently this
year's meeting will not elect any auditors.
The NC proposes that a new NC shall consist of representatives for four of the
largest shareholders and the chairman of the board. The chairman of the board is
assigned to contact the four largest (according to number of votes) shareholders
at the end of the third quarter 2010 and request them to appoint a member of the
NC each. If such shareholder does not wish to appoint a member, the next
shareholder (according to number of votes) will be requested to appoint a member
of the NC. A member appointed by a shareholder should be chairman of the NC. The
names of the NC members shall be published in the Company's third quarterly
interim report. The period of mandate for the appointed NC shall run until the
next NC has taken over. The NC shall be changed in accordance with the
principles above if there is a substantial change in the shareholder structure
following the constitution of the NC.
The NC shall prepare and make propositions to the annual general meeting
regarding chairman of the meeting, election of chairman and other members of the
board of the Company, remuneration for the board divided between the chairman
and the other members as well as the principles for remuneration, if any, for
work in committees, election and compensation of auditors and deputy auditors
(if any) and principles for appointment of a new nomination committee. The NC
shall have the right to charge the Company with costs for e.g. recruitment
consultants and other costs that may arise in order for the NC to conduct its
assignment.
The board's proposition on an authorization for the board to acquire and
transfer its own shares (item 14)
The board proposes that the annual general meeting authorizes the board to
acquire and transfer its own shares as follows. Acquisitions of shares may only
be made on Nasdaq OMX Stockholm (the "Marketplace") or in accordance with an
offer to all shareholders in the company. Acquisition may only be made of such
amount of shares that the Company's holding of treasury shares at each time does
not supersede ten per cent of all shares in the Company. Transfer of shares may
be made in other ways than on the Marketplace, including a right to deviate from
the shareholders preferential rights and that payment may be made by other means
than by cash. Ten per cent of the total number of the shares in the Company may
be transferred. The above authorization may be utilized on one or several
occasions up until the annual general meeting 2011. Acquisitions of shares on
the Marketplace may only be made at a price within the registered price interval
at the Marketplace. Transfer of shares in connection with acquisitions of
businesses may be made at a market price estimated by the board.
The purpose of the authorization above to acquire and transfer shares is to
continuously be able to adjust the capital structure of Enea AB to the capital
needs of Enea AB and to enable financing, in whole or in part, in connection
with acquisitions of businesses.
Decisions following this item on the agenda require support of shareholders
representing at least 2/3 of both cast votes as well as the shares represented
at the meeting.
The board's proposition on guidelines for remuneration to senior management
(item 15)
Principles
Remuneration to the chairman of the board and other members of the board is paid
in accordance with the resolution by the annual general meeting. Remuneration
for the managing director may be decided by the chairman of the board and other
board members following a proposition by the remuneration committee. Guidelines
for remuneration to senior management are established by the annual general
meeting. Market rate terms for salaries and other employment terms is applied to
the group management. In addition to fixed yearly salaries, the group management
will also receive variable salaries, which are limited and based on the earnings
trend compared to fixed targets. Remuneration to certain senior managers within
the Enea group of companies may also be paid by way of share related
compensation.
Pension agreement
The managing director's pension agreement states that the pension premium will
amount to a fixed percentage of the fixed salary. Other senior managers in
Sweden have pension agreements that fall within the ITP-plan with a stipulated
retirement age of 65 and pension premiums related to the salary of the employee.
Pension premiums will be paid regularly.
Severance pay
In case of dismissal of the managing director by the Company a notice period of
six months applies and the same period in case the termination is made by the
managing director. In addition, a further compensation corresponding to six
months' salary shall be paid if the Company terminates the employment. All
severance payment and compensation for dismissal is to be reduced by any other
income based on employment. For all other senior management a notice period of
3-12 months applies.
The terms and remunerations and other general compensation principles for senior
management do not deviate for 2009 from the decisions by the annual general
meeting 2009. The board reserves a right to deviate from the proposed general
principles in specific cases.
The board's proposition on authorization for the board to issue new shares for
share or business acquisitions (item 16)
The board proposes that the annual general meeting authorizes the board for the
time period until the annual general meeting 2011, at one or several occasions,
to resolve on new share issues with deviation from the shareholders preferential
rights and stipulating payment in kind or other conditions set out in chapter
13 section 5 first paragraph item 6 of the Swedish Companies Act and that the
board may set the general terms in the decision. The issue price shall however
be based on market practice and may at most equal ten per cent of the number of
outstanding shares on the day of this notice.
The reason for the deviation from the preferential rights and the right to
decide on payment in kind or other conditions stipulated in the Swedish
Companies Act is to enable the Company to issue shares in order to acquire
shares or businesses.
Decisions following this item on the agenda require support of shareholders
representing at least 2/3 of both cast votes as well as the shares represented
at the meeting.
The decision replaces the previous decision on authorization made by the annual
general meeting 2009.
The board's proposition on an employee stock purchase plan (item 17)
The board proposes an adoption of an employment stock purchase plan (the "Plan")
comprising a maximum of 36 senior managers and other key employees in Enea
mainly active in Sweden, but also in certain other countries. The participants
in the Plan will, following a qualification period and conditional upon a
personal investment in Enea shares, be given the opportunity to receive further
shares in Enea, such number of shares being dependant of the number of Enea
shares invested in, and subject to certain performance requirements to be
fulfilled. The qualification period for the Plan is proposed to be approx. three
years.
Participation in the Plan requires that the participant acquires and locks up
Enea Shares within the scope of the Plan ("Savings share"). An Enea share that
the participant owns before the qualification period and that is locked up
within the scope of the Plan will also be accounted for as a Savings share. The
participant will receive a share in Enea from the Company, or the entity the
Company indicates, for each Savings share, following a qualification period of
approx. three years ("Matching share"). Due to the fulfilment of specific
performance requirements related to Enea's EBIT-margin during 2010-2012, the
participants have a right to receive three further Enea shares gratuitously for
each Savings share ("Performance share 2010", "Performance share 2011" and
"Performance share 2012"). The EBIT-margin is defined as earnings before tax and
financial income and expenses, with adjustments due to extraordinary items, if
any, and divided with the total turnover.
The performance requirements for the Performance shares are linked to the
EBIT-margin as follows:
-----------------------+---------------------+------------------------
2010 |2011 |2012
--------+--------------+-------+-------------+---------+--------------
EBIT- |Outcome, |EBIT- |Outcome, |EBIT- |Outcome,
margin |Performance |margin |Performance |marginal |Performance
|shares per | |shares per | |shares per
|Savings share | |Savings share| |Savings share
--------+--------------+-------+-------------+---------+--------------
< 11 % |0 | < 13 %|0 | < 15 % |0
--------+--------------+-------+-------------+---------+--------------
= 11 % |1/3 |= 13 % |1/3 |= 15 % |1/3
--------+--------------+-------+-------------+---------+--------------
? 12 % |2/3 |? 14 % |2/3 |? 16 % |2/3
--------+--------------+-------+-------------+---------+--------------
? 13 % |1/1 |? 15 % |1/1 |? 17 % |1/1
--------+--------------+-------+-------------+---------+--------------
The managing director may receive an extra Performance share for each Savings
share, in addition to the outcome in the schedule above, if the maximum
performance requirements are fulfilled during all three years 2010-2012 ("Extra
Performance share").
Allotment of Matching shares and Performance shares within the scope of the Plan
will be made during a limited period of time following adoption of the annual
accounts for the financial year 2012. A condition for the participant to receive
allotment of Matching shares and Performance shares, is that the participant
remains an employee of the Enea group during the full qualification period and
that the participant, during this period, has kept all Savings shares locked up
within the scope of the plan. In addition to this, allotment of Performance
shares requires that the performance requirements are fulfilled.
The board will decide during May 2010 on participation in the Plan and the
maximum number of Matching shares and Performance shares that each participant
may receive. At that time the performance of the employee as well as his or hers
position in and importance for the Enea group will be considered.
The Plan is divided into four categories of senior managers and key employees
who will be able to hold the following maximum numbers of Savings shares per
person:
- Category A (managing director) maximum 15,000 Savings shares
- Category B (other members of the group management, five persons)
maximum 7,500 Savings shares
- Category C (10 persons) maximum 3,000 Savings shares
- Category D (20 persons) maximum 1,500 Savings shares
A decision on participation in the Plan requires that, according to the company,
it may be accomplished with reasonable administrative and financial costs, if
necessary with such minor adjustments of the technical features of the Plan that
may be necessary in a jurisdiction outside of Sweden. Before allotment of
Performance shares the board shall verify if the allotment is reasonable in
relation to the growth, earnings, financial position and development of the
Company compared with competitors as well as other considerations. The
participants maximum gross profit per Matching and Performance share shall be
limited to four times the market price of the Enea share at the beginning of the
qualification period, for which reason the number of Performance shares that is
allotted to the participant may be reduced accordingly in order to accomplish
the limitation.
In order to carry through the Plan in a cost-effective and flexible way, the
board proposes that the financial exposure resulting from the Plan, is secured
through a customary hedging arrangement for securing liabilities and that the
own shares that the Company has acquired is utilized for this purpose. Such
treasury shares that the Company acquired in accordance with the previous year's
decision may also be utilized. The arrangement comprises transfer of shares to
the participants in the Plan as well as sale of shares on the stock market or to
third parties in order to cover costs due to social security contributions and
other costs. The Plan may also be hedged by way of share swap agreements or
similar arrangements between the Company and third parties.
The Plan will comprise a maximum of 112,500 Savings shares, 112,500 Matching
shares and maximum 352,500 Performance shares, of which maximum 112,500 shall
consist of each of Performance shares 2010, Performance shares 2011 and
Performance shares 2012 and a maximum of 15,000 Extra Performance shares. In
addition to this a number of maximum 150,000 shares may be used to secure the
Company against financial exposures regarding social security contributions etc.
The maximum number of shares in Enea that is comprised by the Plan amounts to
approximately 3.3 per cent of the issued shares on a fully diluted basis and
approximately 3.3 percent of the number of votes on a fully diluted basis.
Decisions following this item on the agenda require support of shareholders
representing at least 9/10 of both cast votes as well as the shares represented
at the meeting.
The board's proposition to amend the articles of association (item 18)
The board proposes that the annual general meeting amends the articles of
association regarding notice to attend general meetings of the shareholders in
the Company. The provision regarding notice shall be amended to the current
legislation as well as being given a wording that may be registered if certain
proposed amendments of the Swedish Companies Act (2005:551) are adopted.
I. The board proposes that the annual general meeting of shareholders decides on
amending the second paragraph in section 7 of the articles of association as
follows:
"Notice to attend general meetings of shareholders shall be made through
advertisement in Post- och Inrikes Tidningar and in Svenska Dagbladet."
II. The board proposes that the annual general meeting of shareholders decides
on amending the second paragraph in section 7 of the articles of association as
follows:
"Notice to attend general meetings of shareholders shall be made through
advertisement in Post- och Inrikes Tidningar and on the company's website. At
the time of notice, information regarding the notice shall be advertised in
Svenska Dagbladet."
The annual general meeting's decision to amend section 7 according to II above
shall be conditioned by that the stipulation regarding notice to shareholders
meetings in the Companies Act has gained legal force, such that the proposed
wording is consistent with the Companies Act.
The board's proposition on a resolution of a reduction of the share capital
relating to treasury shares and a corresponding "bonus issue" increase of the
share capital (item 19)
The board proposes that the annual general meeting decides to cancel the shares
that have been repurchased based on earlier authorizations by reducing the share
capital with SEK 274,543 through cancellation of 274,543 shares without
repayment for transfer to a free fund. For the purpose of avoiding the
authorization of the registration office/ court, the annual general meeting is
also proposed to increase the share capital with SEK 274,543 without issuing new
shares and with the use of the reserve fund (a bonus issue).
Other issues
The total amount of shares and votes in the Company at the time of the issuance
of this notice is 18,355,714 of which the Company has acquired and holds
1,002,043 treasury shares.
Documentation
The annual report and the auditor's report, the presentation of the proposed
members of the board will be available at the Company together with the board's
full proposals and other documentation not later than two weeks prior to the
meeting. The documents will also be available at www.enea.com. Copies of the
documents will be sent by post to shareholders requesting so and stating their
postal address and will also be available at the annual general meeting.
Kista, March 2010
Enea AB (publ)
The board
This English version is an unofficial translation. In case of discrepancies the
Swedish version of this document shall prevail.
For more information visit www.enea.com
Anders Lidbeck, chairman of the board
Phone: +46 8 507 140 00
Catharina Paulcén, VP Corporate Communications
Phone: +46 8 507 140 00
E-mail: catharina.paulcen(at)enea.com
About Enea
Enea is a global software and services company focused on solutions for
communication-driven products. With 40 years of experience Enea is a world
leader in the development of software platforms with extreme demands on
high-availability and performance. Enea's expertise in real-time operating
systems and high availability middleware shortens development cycles, brings
down product costs and increases system reliability. Enea's vertical solutions
cover telecom handsets and infrastructure, medtech, automotive and mil/aero.
Enea has offices in Europe, North America and Asia. Enea is listed on Nasdaq OMX
Nordic Exchange Stockholm AB. For more information please visit www.enea.com
Enea®, Enea OSE®, Netbricks®, Polyhedra® and Zealcore® are registered trademarks
of Enea AB and its subsidiaries. Enea OSE®ck, Enea OSE® Epsilon, Enea® Element,
Enea® Optima, Enea® Optima Log Analyzer, Enea® Black Box Recorder, Enea® LINX,
Enea® Accelerator, Polyhedra® Flashlite, Enea® dSPEED Platform, Enea® System
Manager, Accelerating Network Convergence(TM), Device Software Optimized(TM) and
Embedded for Leaders(TM) are unregistered trademarks of Enea AB or its
subsidiaries. Any other company, product or service names mentioned above are
the registered or unregistered trademarks of their respective owner. © Enea AB
2010.
[HUG#1394212]
Notice of Annual General Meeting of Shareholders in Enea AB (publ) PDF: http://hugin.info/1059/R/1394212/351157.pdf
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