NOTICE OF ANNUAL GENERAL MEETING - AB GEVEKO
(Thomson Reuters ONE) -
Shareholders in AB Geveko are herewith notified that the company's Annual
General Meeting will be held at 4.30 p.m. on Monday 26 April 2010 at the Hotel
Riverton, Stora Badhusgatan 26, Göteborg, Sweden.
Notification
Shareholders who wish to take part in the Annual General Meeting (AGM)
- shall be registered as such in the register of shareholders maintained by
Euroclear Sweden AB (formerly VPC AB) by no later than 19 April 2010, and
- shall notify the company of their intention to participate by no later than
21 April 2010.
The notification of intention to participate can be sent in writing to the
company at AB Geveko, Box 2137, S-403 13 Göteborg, Sweden, by phoning +46
31 17 29 45, by faxing +46 31 711 88 66, or by emailinginfo(at)geveko.se
Shareholders whose shares are registered in nominee names through their bank's
trust department or a brokerage must have their shares temporarily re-registered
in their own name in order to be entitled to participate in the AGM. Such
temporary re-registration (for entitlement to vote) should be arranged well in
advance of 19 April 2010 with the bank or brokerage in whose name the shares are
registered.
Shareholders who are represented by proxies shall provide a proxy form for the
person in question. If the proxy form is issued by a juridical person a verified
copy of the said person's certificate of registration shall be enclosed. The
proxy must not be more than one year old. Originals of proxy forms and
certificates of registration, if any, should reach AB Geveko well in advance of
the AGM.
PROPOSED AGENDA
1. Opening of Annual General Meeting.
2. Election of chairman of the Meeting.
3. Preparation and approval of voting list.
4. Approval of the agenda.
5. Election of two adjusters to check and approve the minutes together with
the chairman.
6. Resolution concerning the due convening of the Meeting.
7. a) Presentation of annual report and audit report for 2009 and of the
consolidated financialstatements and the audit report on the consolidated
financial statements for 2009.
b) Managing Director's review of the business and questions, if any, from
shareholders for the company's Board and senior management.
c) Account by the chairman of the Board of the activities of the Board and
its committees during the year under review.
8. Decisions on
a) adoption of profit and loss account and balance sheet and consolidated
profit and loss account and consolidated balance sheet;
b) proposed treatment of unappropriated earnings as stated in the adopted
balance sheet, and determination of date of record for entitlement to
dividend;
c) discharge of the members of the Board and the managing director from
liability.
9. Report by Nomination Committee on its activities.
10. Decision on number of Board members.
11. Decision on fees for the Board and auditors.
12. Election of members and deputy members.
13. Election of chairman of the Board.
14. Decision on Nomination Committee for the period until the 2011 AGM
a) Nomination Committee's mandate
b) number of members
c) fees and defrayal of costs
d) election of members
15. Decision on guidelines for salary and other remuneration to the company's
senior management.
16. Amendment of the Articles of Association (§ 4)
Proposals for decision
Item 2
The Nomination Committee proposes that Ove Mattsson be elected to chair the
Meeting.
Item 8b
Proposed treatment of unappropriated earnings.
The Board proposes that a dividend of SKr 0:- be paid for the 2009 financial
year
Item 9
Pursuant to the decision made by the 2009 AGM a Nomination Committee has been
appointed, consisting of Sigurd Walldal, chairman, David Bergendahl and Sören
Sjölander.
Items 10-13
The Nomination Committee has submitted the following proposals with regard to
Items 10-13:
That the Board shall consist of six members and no deputy member. Explanation:
According to the Articles of Association at least one deputy member shall be
elected. According to the Code of Corporate Governance deputies to members
elected by the AGM shall not be appointed. For the AGM 2010 it is suggested that
the Articles of Association is changed according to the Code of Corporate
Governance.
That a fee of SKr 400,000 shall be paid to the chairman of the Board and that
each member shall receive SKr 150,000.
That a fee of 3,000 kronor per meeting shall be paid for committee activities.
That the auditors will be paid on the basis of approved invoices in accordance
with the existing agreement for the period 2008-2011.
That David Bergendahl, Klas Dunberger, Åsa Söderström Jerring and Christer
Simrén, be re-elected to the Board. Ove Mattsson and Tomas Landeström is not
standing for re-election.
That Finn Johnsson be elected chairman of the Board.
Persons being proposed for election
Finn Johnsson (b. 1946), Graduate Economist. Chairman of City Airline, EFG
European Furniture Group AB, KappAhl AB, Thomas Concrete Group AB and West
Sweden Chamber of Industry & Commerce et al. Member of the board: AB
Industrivärden and Skanska AB et al. Finn Johnsson has extensive operative
experience and wide experience of board assignments in several companies within
building-, engineering and contracting operations.
Tomas Landeström, a member of the board, notified the Nomination Committee on
11 March 2010 that he would not be available for re-election.The Committee's
intention is to propose a sixth candidate for election by the AGM. Such a
nomination will be announced in a press release and on the company's website.
Information about members who are nominated for election to AB Geveko's Board,
information about the auditors and deputy auditors and an account of the
Nomination Committee's activities and its proposal for allocation of fees are
available on the company's website and will also be sent to those shareholders
who so request.
Item 14
Shareholders representing more than 50% of the voting rights in the company
propose that the AGM elect a Nomination Committee in accordance with the
following:
a) mandate of Nomination Committee
- to submit nomination for election of chairman of the Meeting,
- to submit proposal regarding the number of Board members,
- to submit proposal for decision on Board fee,
- to submit nominations for election of chairman and other members of the Board,
- to submit proposal for decision on auditors' fee,
- to submit proposals for election of auditors in relevant years.
b) the Nomination Committee shall have three members.
c) the chairman shall receive a fee of SKr 60,000 and each of the other members
shall receive a fee of SKr 40,000. Over and above this, the Nomination Committee
shall be entitled, whenever necessary, to engage outside consultants who shall
receive a fee from the company on the basis of approved invoices.
d) it is proposed that Sigurd Walldal be elected chairman of the Nomination
Committee and that David Bergendahl and Sören Sjölander be elected members.
Item 15
Adoption of guidelines for salaries and other remuneration of company management
The Board proposes that the following guidelines for the remuneration of the
company's management be adopted. Guidelines for salaries and other remuneration,
as well as other conditions of employment, for company management primarily
require the company to endeavour to offer its senior management personnel
remuneration on a market level. Following proposals from the Remuneration
Committee, the remuneration shall be decided on by the Board. The criteria for
their decision shall be based on the importance of the duties, competence
requirements, experience and performance.
The remuneration shall consist of the following components: fixed basic salary,
variable pay component, pension benefits, other benefits and severance
conditions. The variable component shall be no more than 40% of the fixed annual
salary and is based on the result achieved in relation to agreed targets and on
individual performance.
Basic pension benefit consists of the ITP Plan. This is complemented by a
defined premium pension plan. All in all, the total cost shall not exceed 36% of
the annual salary. Retirement age shall be 65. The Board is entitled to deviate
from these guidelines in individual cases should there be special reason to do
so. Salary during notice of termination and severance pay for a senior
management employee together shall not exceed 24 months' salary.
Item 16.
The Board proposes that the wording of the articles of association § 4 be
amended.
New wording: The Board, in so far as it is elected by the General Meeting, shall
be elected at the Annual General Meeting for a period up until the end of the
following Annual General Meeting, and shall consist of no fewer than five and no
more than nine members. Former wording: The Board, in so far as it is elected by
the General Meeting, shall be elected at the Annual General Meeting for a period
up until the end of the following Annual General Meeting, and shall consist of
no fewer than five and no more than nine members, and no fewer than one and no
more than five deputy members. The proposed amendment is an adaptation to the
Swedish Code of Corporate Governance.
Number of shares and votes
The total number of shares in issue on April 23rd 2010 is 4,219,533, of which
720,00 are Series "A" shares and 3,499,533 are Series "B" shares. Each Series
"A" share carry one vote and each "B" share 1/10th of a vote. The total number
of votes are 1,069,953,3.
Other information
The annual report and the audit report for the 2009 financial year will be made
available at the company's head office with effect from 6 April 2010. The
annual report can also be uploaded on the company's website:www.geveko.com
at the Annual General Meeting.
Annual General Meeting programme
3.30 p.m. Doors open
4.30 p.m. AGM opens
After the Annual General Meeting the company will provide light refreshments.
Göteborg, Sweden, March 2010
AB GEVEKO (plc)
Board
[HUG#1396469]
Press release (PDF): http://hugin.info/1075/R/1396469/352794.pdf
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