Notice to attend Elanders' Annual General Meeting 2010
(Thomson Reuters ONE) -
Shareholders in Elanders AB (publ) are hereby invited to attend an Annual
General Meeting Monday 26 April 2010 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
Euroclear Sweden AB on Tuesday 20 April 2010 and have notified their intent to
participate no later than 1 p.m., Wednesday 21 April 2010.
Shareholders who have nominee registered their shares must temporarily register
their shares in their own name at Euroclear Sweden AB. This reregistering must
be carried out after having requested it from the nominee no later than Tuesday
20 April 2010 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, 435 23 Mölnlycke, Sweden or by telephone to +46
31 750 00 00, fax +46 31 750 07 25, via e-mailarsstamma(at)elanders.com
address and telephone number, number of shares and, when applicable, the number
of assistants (max 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 minute-checkers
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, 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 disposition of Group 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
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 that no dividend be distributed for 2009.
THE BOARD OF DIRECTORS ETC (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 (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 remain unchanged at 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, Göran Johnsson, Cecilia Lager, Hans-Olov
Olsson, Kerstin Paulsson, Johan Stern and Tore Åberg to the Board,
* the election of Magnus Nilsson as a Member of the Board and
* the re-election of Carl Bennet as Chairman of the Board.
The previous President, Patrick Holm resigned from the Board in 2009. Magnus
Nilsson (born 1966) is the new President of Elanders. Magnus has an education in
Graphic Technology, Design, Business Economics and Marketing and he has worked
at Elanders since 1999.
The Auditor's term of office terminates 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 2011 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 (Skandia Liv),
* that in case an owner representative no longer represents the shareholder in
question, or for other reasons leave the nominating committee before its
task 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 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. These guidelines are essentially the same as the principles
followed so far.
DOCUMENTS
The annual accounts and all other necessary documents will be available at the
company and on its website,www.elanders.com
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
1:45 p.m. Guided tour of the Group's operations in Mölnlycke
2:15 p.m. Registration opens
3:00 p.m. The Annual General Meeting begins
After the Annual General Meeting a warm meal will be served. 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 2010
The Board of Elanders AB (publ)
[HUG#1398076]
Notice to attend Elanders' Annual General Meeting 2010: http://hugin.info/1053/R/1398076/353888.pdf
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Datum: 26.03.2010 - 03:48 Uhr
Sprache: Deutsch
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