Pre-Annual General Meeting Information • Jul 18, 2013
Pre-Annual General Meeting Information
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Welcome to the 2013 Annual General Meeting!
are hereby given notice to attend the Annual General Meeting of Shareholders to be held at 4:30 p.m. on Thursday, 22 August 2013, at Näringslivets Hus, Storgatan 19, Stockholm.
Shareholders who wish to participate in the Annual General Meeting must:
Such notice must contain the shareholder's name, civil registration number (corporate registration number), telephone number (daytime), registered shareholding and the names of any attending advisors.
The shareholder's rights at the Annual General Meeting may be exercised by proxy. A Power of Attorney for a legal entity must be signed by an authorised signatory and a copy of a current certificate of incorporation, stating the authorised signatory, must be attached. The Power of Attorney may not be more than one year old. A copy of the Power of Attorney must be submitted together with the notice and shall be presented in its original prior to the start of the Meeting.
To exercise their voting rights at the Meeting, shareholders whose shares are registered in the name of a nominee must temporarily register their shares in their own name via their nominee. Such registration must be completed not later than Friday, 16 August 2013.
Shareholders who wish to submit matters to be addressed by the Annual General Meeting under the item "Other matters" are welcome to e-mail [email protected] or to send a letter to Annual General Meeting, B&B TOOLS AB, PO Box 10024, SE-100 55 Stockholm, Sweden.
At the Annual General Meeting of Shareholders held on 23 August 2012, a motion was passed to authorise the Chairman of the Board of Directors to contact the largest shareholders by vote, requesting them to appoint four members who, together with the Chairman of the Board, would constitute an Election Committee for the future election of Directors. In accordance herewith and as announced in the Company's Interim Report published on 14 February 2013, the following persons were appointed to serve as members of the Election Committee: Anders Börjesson (Chairman of the Election Committee), Björn Franzon (representative of Swedbank Robur funds), Tom Hedelius, Per Trygg (representative of SEB Funds) and Karl Åberg (representative of CapMan Public Market Investment).
The Election Committee, the members of which represent approximately 50 percent of the total number of votes, has reported that it will propose that the Annual General Meeting of Shareholders to be held on 22 August 2013 resolve as follows with respect to the above matters:
Anders Börjesson.
Six regular Directors.
Aggregate Directors' fees of SEK 1,880,000 (preceding year: SEK 1,700,000) to be distributed as follows:
Chairman of the Board of Directors: SEK 500,000 (preceding year: SEK 450,000) Vice Chairman of the Board of Directors: SEK 380,000 (preceding year: SEK 350,000) Other Directors: SEK 250,000 (preceding year: SEK 225,000) per Director.
This motion entails higher fees compared with the preceding year. The reason is that the Director's fee per Director has been unchanged for many years, at the same time as the Election Committee deems that Board work has become increasingly demanding.
No separate remuneration is paid for committee work.
Provided that the necessary tax prerequisites for invoicing exist and doing so would not entail a cost for B&B TOOLS AB, Directors shall be offered the opportunity to invoice their Directors' fees through a wholly owned Swedish company or private business. If a Director invoices his/her Directors' fee through a wholly owned company or private business, the fee is to be increased by an amount corresponding to the social security contributions and value added tax stipulated by law.
As in the past, audit fees will be paid according to approved invoice.
Re-election of all current Directors Per Axelsson, Roger Bergqvist, Anders Börjesson, Charlotte Hansson, Tom Hedelius and Joakim Rubin.
Re-election of Anders Börjesson as Chairman.
A presentation of the members of the Board of Directors is available in the Annual Report for the 2012/2013 financial year and on the Company's website at www.bbtools.com.
Re-election of the registered accounting firm KPMG AB as the Company's auditor until the end of the 2014 Annual General Meeting.
The Board of Directors proposes a dividend to the shareholders of SEK 3.00 per share and Tuesday, 27 August 2013 as the record date for receiving dividends. Subject to the Annual General Meeting's approval of this motion, the dividend is expected to be remitted by Euroclear Sweden AB on Friday, 30 August 2013 to those shareholders whose names are entered in the share register on the record date.
The Board aims to ensure that the award system in place for the President & CEO and the other members of the Group's senior management team ("Group management") is in line with market conditions and competitive. For the purpose of creating continuity, the motion of the Board of Directors below essentially conforms to the remuneration principles applied in prior years and is based on agreements already in force between the B&B TOOLS Group and the respective employee.
The Board of Directors proposes that the guidelines set out below for determining compensation and other terms of employment for Group management be adopted.
For the Board of Directors, it is crucial that the Company is able to recruit, provide longterm motivation for and retain competent employees who create long and short-term shareholder value. To achieve this goal, it is important that the Company is able to offer competitive terms. The Company's compensation levels and compensation structure for Group management shall be in line with market conditions. The total compensation package for the individuals in question shall comprise a balanced combination of fixed salary, variable compensation, long-term incentive programmes, pension benefits and other benefits. Variable compensation and long-term incentive programmes should primarily be linked to the Group's earnings and value performance.
The Board is entitled to deviate from the above guidelines in individual cases if special reasons exist.
The aim is that these guidelines shall apply to the agreements entered into with the President & CEO and other members of Group management during the 2013/2014 financial year.
The Board proposes that the Annual General Meeting should pass a resolution to adopt a long-term incentive programme, the 2013 Share-related Incentive Programme ("the Programme"). The Programme, which is proposed to encompass a total of 13 executives in the B&B TOOLS Group, will give its participants the opportunity to acquire call options at market price for class B shares in B&B TOOLS AB (publ) ("the Company") that have been repurchased by the Company, and allow the participants to receive a certain subsidy on the premium paid for the options after two years.
Under the Board's proposal, the Annual General Meeting would also allow the Company, in deviation from the shareholders' preferential rights, to transfer up to 169,000 of the Company's repurchased class B shares to the holders of the call options at the established redemption price in conjunction with any exercise of the call options (subject to any recalculations). Finally, the Board's proposal entails that the Annual General Meeting would also allow the transfer of class B shares that the Company has acquired in accordance with previous authorisation in order to ensure the delivery of shares under the proposed Programme.
The Company currently holds a total of 340,000 class B shares in the Company.
The proposal has been prepared by the Company's Compensation Committee in consultation with the Company's Board. The decision to propose the Programme to the Annual General Meeting was made by the Board.
i) The issue of call options to employees outside Sweden is contingent on tax implications, a lack of legal obstacles and that the Board deems that such an allocation can be made with reasonable administrative and financial resources. The Board shall be entitled to make any minor adjustments to the Programme that are caused by the prevailing foreign laws and regulations.
j) The call options are freely transferable.
The costs of the Programme comprise the subsidy to be paid in September 2015 as above, and the social security fees that will accrue on this subsidy. The total cost of the subsidy, including social security fees, is estimated at MSEK 1.7 after corporate tax (based on the market conditions on 8 July 2013). Offsetting the subsidy is the option premium totalling approximately MSEK 1.7, which the Company will receive when transferring the call options, as a result of which the Programme does not entail any net charge to the Company's equity.
The reasons for the deviation from the shareholders' preferential rights and the Board's motive for implementing the Programme is to allow senior executives of the B&B TOOLS Group to capitalise on and pursue, through their own investment, a positive development for the value of the Company's shares, and thus more closely aligning the interest of senior executives and the Company's shareholders. The Programme also aims to contribute to senior executives increasing their shareholding in B&B TOOLS in the long term. The Programme is also expected to create additional means to retain and recruit skilled personnel to the B&B TOOLS Group, provide competitive compensation and to align the interests of shareholders and senior executives. The senior executives that the Programme will encompass is the group that, in an otherwise decentralised organisation, has the capacity to create a positive impact on earnings through cooperation and efficiency enhancements. In light of this, the Board believes that the implementation of the Programme will have a positive impact on the B&B TOOLS Group's continued progress and that the Programme will benefit both shareholders and the Company.
A resolution on the Board's proposal in accordance with item 15 requires the support of shareholders representing at least nine-tenths of the votes cast and the shares represented at the Annual General Meeting.
* Please note that the complete terms for the options are only available in Swedish since all participants of the Programme are based in the Nordic region.
The Company's financial statements and Audit Report, as well as the complete motions by the Board of Directors regarding items 9b (including the Board's statement pursuant to chapter 18 section 4 of the Swedish Companies Act), 14 (including the Auditor's statements pursuant to chapter 8 section 54 of the Swedish Companies Act, and the Compensation Committee's evaluation of the application of the guidelines for remuneration to senior executives as adopted by the Annual General Meeting) and 15 (including the complete terms for the options in Swedish) on the agenda will be available at the Company's offices and on the Company's website www.bbtools.com from Thursday 1 August 2013, and will be sent to the shareholders who so request and who provide their mailing address. The Election Committee's proposal to the Board and its statement of explanation under item 12 on the agenda will be available on the Company's website www.bbtools.com from Thursday, 18 July 2013.
Stockholm, July 2013
This document is in all respects a translation of the Swedish original. In the event of any differences between this translation and the Swedish original, the latter shall prevail.
B&B TOOLS AB (publ)
Mail address PO Box 10024 SE-100 55 Stockholm Sweden Visit Linnégatan 18 Stockholm Tel +46 10 454 79 60 Org No 556034-8590 Reg office Stockholm Web www.bbtools.com
This information is such that it shall be disclosed by B&B TOOLS in accordance with the Swedish Securities Market Act, the Swedish Financial Instruments Trading Act or requirements imposed in the Rulebook for Issuers on NASDAQ OMX Stockholm. This information was submitted for publication on 18 July 2013 at 08:00 a.m.
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