AGM Information • Mar 26, 2013
AGM Information
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The information provided herein is such that AB Industrivärden (publ) is obligated to disclose pursuant to the Securities Market Act (SFS 2007:528). Submitted for publication at 10:00 a.m. on March 26, 2013.
AB Industrivärden (publ) will hold its Annual General Meeting at 2 p.m. on May 7, 2013, at the Grand Hotel, Vinterträdgården (entrance at the corner of Stallgatan/Blasieholmsgatan), in Stockholm. Registration opens at 1 p.m.
Those who on April 30, 2013, are registered as shareholders in the shareholder register maintained by Euroclear Sweden AB and who have notified the Company of their intention to attend the Annual General Meeting by no later than April 30, 2013, have the right to attend the Annual General Meeting. Notification can be made by post to AB Industrivärden (publ), Box 5403, SE-114 84 Stockholm, Sweden; by phone at +46-8-666 64 00; by fax at +46-8-661 46 28; or by e-mail at [email protected]. Notification by e-mail requires confirmation from the Company by e-mail (within 24 hours on weekdays) that notification has been received. Notification can also be made using the form on Industrivärden's website: www.industrivarden.net. Upon notification, shareholders must provide their name, national ID number/corporate registration number, address and phone number. The same dates, addresses, etc. apply for notification of the number of any assistants accompanying the shareholder. Proxies, certificates of incorporation and other authorization documents must be on hand at the Annual General Meeting, and to facilitate entry to the Meeting, they should be submitted to the Company no later than April 30, 2013. Any proxies must be shown in original and may not be older than one year unless a longer validity period (max. five years) is stated on the proxy form. The Company provides proxy forms on its website: www.industrivarden.net.
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the Meeting, request that their nominee re-register their shares in their own name, so that the shareholder is registered in the shareholder register on April 30, 2013. Such registration may be temporary. Shareholders who wish to register their shares in their own name should inform their nominee well in advance of April 30, 2013.
AB Industrivärden (publ) Box 5403, SE-114 84 Stockholm, Sweden Phone +46-8-666 64 00, Fax +46-8-661 46 28 Internet: www.industrivarden.net E-mail: [email protected] 1 (5)
The Board of Directors and the CEO propose a dividend of SEK 5.00 per share.
May 13, 2013, has been proposed as the record date for payment of the dividend. Provided that the Annual General Meeting votes in favor of this proposal, dividends are expected to be sent out via Euroclear Sweden AB on May 16, 2013.
The Board has issued the following recommendation for decision by the 2013 Annual General Meeting: Compensation paid to the CEO and other members of the executive management shall consist of a base salary, a variable salary, other benefits and pension. The total compensation should be competitive and in line with the going rate in the market, and shall be commensurate with the executive's responsibilities and authority. The variable salary consists of a short-term variable salary component (yearly) and a long-term variable salary component. The short-term variable salary component is based on individual performance, shall have a cap, and never exceed the base salary. The long-term variable salary is based on the long-term performance of the Company's stock and shall have a cap. None of the variable components shall be pensionable. Upon cancellation of an executive's employment contract by the Company, a two-year notice period applies. No severance pay should be payable. Pension benefits shall be either defined-benefit or defined-contribution, or a combination of both, and give the members of the executive management the right to retire from 60 or 65 years of age, depending on their position. The Board may depart from these guidelines if there are special reasons for doing so in individual cases.
The 2012 Annual General Meeting resolved on the implementation of a long-term share saving program which replaced previous cash-based incentive programs. Long-term share saving programs are intended to be annually recurring and form the type of long-term variable salary. The Share Saving Program (the "Share Saving Program" or the "Program"), which is now proposed by the Board of Directors to the 2013 Annual General Meeting, corresponds in its construction to the program approved by the 2012 Annual General Meeting. The intention is that the Program will be part of a competitive total compensation, where the employee receives so called matching shares after three years, subject to an investment of part of the employee's fixed salary in Industrivärden shares and subject to the employee remaining employed when matching occurs. The purpose of the Program is to encourage the employees of Industrivärden to an increased shareholding and thereby further emphasize long-term shareholder value. The Share Saving Program is deemed to increase Industrivärden's prospects for retaining and recruiting employees with key competencies to Industrivärden as well as the employees' interest and involvement in Industrivärden's business and
development. In light of the above, the Program is deemed to have a positive effect on Industrivärden's future development and therefore be advantageous both to the shareholders and to the employees of Industrivärden.
The Board of Directors thus proposes that the 2013 Annual General Meeting resolve on the implementation of a long-term share saving program for no more than 28 employees of the Industrivärden Group.
The Board of Directors proposes that the Annual General Meeting resolve to implement the Program based on the terms and conditions set out below.
the right to decide on a reduced allocation or that no allocation of said Matching Shares be made at all.
i. The number of Matching Shares shall be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events.
The proposal regarding the Program to the 2013 Annual General Meeting has been prepared by the Compensation Committee and resolved by the Board of Directors after consultation with major shareholders.
The Board of Directors intends to hedge the expected financial exposure of the Program by, on behalf of Industrivärden, entering into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer Class C shares in Industrivärden to the program participants.
The Program may in total comprise no more than 150,000 Class C shares in Industrivärden, representing approximately 0.04 percent of all outstanding shares in Industrivärden and approximately 0.13 percent of all outstanding Class C shares in Industrivärden.
In accordance with the scope of the Program as described above, the costs are estimated to total approximately SEK 14 million, under the assumption that 28 employees participate in the Program and that all program participants acquire the maximum number of Saving Shares.
The Program is expected to have only marginal effects on Industrivärden's and the Industrivärden Group's key figures.
For a description of outstanding share-related incentive programs, please refer to note 6 in the annual report for the 2012 financial year.
The shareholders' meeting's resolution in accordance with the above requires a majority of more than half of the votes cast.
The Nominating Committee has consisted of Sverker Martin-Löf, Chairman of the Board; Bo Damberg, the Jan Wallander och Tom Hedelius Foundation and others; Ulf Lundahl, L E Lundbergföretagen; Mikael Schmidt, SCA pension foundations and others; and Håkan Sandberg, Handelsbanken Pension Foundation and Handelsbanken Pension Fund. Håkan Sandberg has served as Nominating Committee Chair. The Nominating Committee has made the following proposals:
Chairman to preside over the Annual General Meeting: Attorney Sven Unger.
Number of directors: Seven and no deputies (unchanged).
Directors' fees:
SEK 1,860,000 (previous year: SEK 1,800,000) for the Chairman of the Board, SEK 545,000 (previous year: SEK 525,000) for each of the other non-executive directors. No separate fee shall be paid for committee work.
Directors:
Re-election of Christian Caspar, Boel Flodgren, Stuart Graham, Fredrik Lundberg, Sverker Martin-Löf and Anders Nyrén, and new election of Pär Boman. Hans Larsson has declined re-election. Pär Boman (born 1961) has been serving as President and CEO of Handelsbanken since 2006, where he has held a number of positions since 1991. Per Boman is also a board member of SCA and Swedish Bankers' Association.
Chairman of the Board: Re-election of Sverker Martin-Löf.
Auditor's fee: Fee payable on account (unchanged).
Accounting records, audit reports and auditors' statements, and the Board's proposed distribution of earnings and statement in support of such proposal, will be on hand for the shareholders at the Company three weeks before the Annual General Meeting. These documents will also be posted on the Company's website, www.industrivarden.net, and will be sent to shareholders at their postal address upon request. The documents will also be available at the Annual General Meeting.
The total number of shares in AB Industrivärden is 386,271,224, of which 268,530,640 are Class A shares and 117,740,584 Class C shares. Each Class A share carries one vote. Each Class C share carries one-tenth of a vote. The total number of votes is 280,304,698.4. This data pertains to the conditions at the time this notice is issued.
The shareholders have the right to certain disclosures at the Annual General Meeting: The Board of Directors and the CEO shall, if requested by any shareholder, and if the Board believes that it can be done without causing material harm to the Company, provide disclosures on conditions that could affect the assessment of a matter on the agenda, conditions that could have an effect on the assessment of the Company's or a subsidiary's financial situation as well as of the Company's relations with another Group company. A shareholder who wishes to submit questions in advance can do so by post: AB Industrivärden, the Board of Directors, Box 5403, SE-114 84 Stockholm, Sweden, or by e-mail: [email protected].
Stockholm, March 2013
The Board of Directors AB Industrivärden (publ)
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