AGM Information • Mar 21, 2011
AGM Information
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Notice is hereby given that the Annual General Meeting of the shareholders of Concordia Maritime AB (publ) will be held on Thursday, 28 April 2011, at 2.00 p.m.
The Annual General Meeting will be held at Lorensbergsteatern, in Gothenburg, Entrance to the venue opens at 1.15 p.m.
Shareholders who wish to attend the annual general meeting must:
e company may also be notified via its website www.concordiamaritime.com. Th Notification must state the shareholder's name, guests' names, national registration number, address, telephone number and registered shareholding.
been registered in the name of a nominee must ns Shareholders whose shares have temporarily reregister their shares in their own name to be entitled to vote at the Meeting. Such registration must be completed at Euroclear Sweden AB. This mea that shareholders must inform the nominee to that effect well before 20 April 2011.
who are represented by proxy shall issue a power of attorney for the not y Shareholders representative. A copy of the certificate of registration (and should such certificate exist, a corresponding document of authority) of the legal entity shall be attached to a power of attorney issued by a legal entity. In order to facilitate the registration at the Meeting, powers of attorney in original, certificates of registration and other documents of authority should be sent to the Company so as to be available b Wednesday 20 April 2011.
r the annual report and the consolidated accounts 9. To receive and conside
in accordance with point 1, that The nomination committee proposes to the Meeting, C. Mikael von Mentzer be elected as chairman for the Meeting.
roposes that a dividend of SEK 1.00 per share be paid and The Board of Directors p that the record date for the payment of dividends be 3 May, 2011. If the Annual General Meeting decides in accordance with this proposal, it is estimated that this dividend will be distributed via Euroclear Sweden AB on 6 May, 2011.
Concordia Maritime's principal owner, representing approx. 73% of the votes, has decided to propose to the Meeting that six members of the board be elected by the Meeting and that no deputy members of the board be elected.
The nomination committee proposes to the Meeting that SEK 400,000 unchanged be paid to the Chairman of the Board and to the Deputy Chairman and SEK 225,000 to be paid to each of the other board members elected by the Meeting. The Board of Directors proposes that fees paid to the auditors shall be as agreed upon.
on for The Board of Directors proposes that the following guidelines for remunerati senior executives be fixed:
ixed salary, variable remuneration, a pension and other e financial Remuneration consists of a f benefits. In order to attract and retain expertise, Concordia Maritime aims to offer employees an attractive, competitive fixed salary. The absolute level depends on th scope and complexity of the position in question and on the individual employee's annual performance. Performance is reflected in particular in the variable remuneration. Variable remuneration is based on, among other things, the development of the company and reaching e.g. commercial, operational and targets. These targets are to be determined by the Board of Directors.
Agreements on additional remuneration can be entered into when considered als to necessary to be able to attract and retain key expertise, or to persuade individu move to another location or to accept a new position. This remuneration shall be of limited duration.
e company's policy regarding pensions is to follow the practice applied in the local r r Th market in each country. A premium corresponding to 35 per cent of the President's monthly pensionable salary and remuneration at any time is paid into the pension. Fo other senior executives in Sweden, a defined contribution plan is applicable for retirement pensions over and above the base pension plans on the Swedish labou market.
e basic rule is that other benefits, e.g. a company car, should be competitive on the Th local market.
utives in Sweden, the mutual period of notice is 3 to 12 months hly For senior exec depending on the position. Severance pay amounting to a maximum of 24 mont salaries is paid in the event of termination by the company,
has previously decided to establish a nomination committee with the . For the na The Meeting task of drawing up proposals regarding the election of directors and board fees and, where applicable, election of auditors and audit fees. According to AGM's decision, the nomination committee shall consist of the Deputy Chairman and one representative of the two largest shareholders in terms of number of votes 2011 AGM, the Nomination Committee consists of Karl-Magnus Sjölin (Sessan Ste Rederi AB), Arne Lööw (Fjärde AP-fonden) and Deputy Chairman C. Mikael von Mentzer. Chairman is Karl-Magnus Sjölin.
ts e The nomination committee proposes to the Meeting that Dan Sten Olsson be reelected as Chairman of the Board and that Stefan Brocker, Bert Åke Eriksson, Ma Jansson, C. Mikael von Mentzer and Morten Chr. Mo be re-elected as members of th board.
oses to the Meeting that Johan Kratz, authorized be The nomination committee prop public accountant, be re-elected and that Jan Malm, authorized public accountant, elected as deputy auditor. The auditor and deputy auditor are elected for a period of one year, until the end of the 2012 Annual General Meeting.
e of § 10 of the articles of The board proposes to the Meeting that the first sentenc association be changed in order to simplify the notice convening the AGM. It is proposed that the following changes be made
urrent wording: Notices of general meetings shall be given by announcement in ks C Post & Inrikes Tidningar (Swedish Official Gazette) and Svenska Dagbladet or another national newspaper, no earlier than six weeks and no later than four wee before the meeting.
roposed amended wording: Notices of general meetings shall be given by means s P announcement in Post & Inrikes Tidningar (Swedish Official Gazette) and by of notices and other announcements displayed on the company's website. The fact that a notice has been given and other information has been provided to shareholder shall also be announced in Svenska Dagbladet. Notices of general meetings shall be given no earlier than six weeks and no later than four weeks before the meeting.
h includes the Board's opinion regarding the proposed n of . l to all The Annual Report, whic dividend (paragraph 11 b), the audit report, the auditor's opinion on the applicatio the guidelines for remuneration of senior executives and a proxy form are available on the company's headquarters from the 30 March 2011. The above-mentioned documents will also be available on the website www.concordiamaritime.com The printed version of the Annual Report will be available at the Annual Genera Meeting. As an extra service, the Notice of the Annual General Meeting of Shareholders together with a proxy form and the Annual Report will be sent registered shareholders at the addresses given in the share register.
shares in the company amounts to 47,729,798 shares, whereof The total number of 4,000,000 Series A shares and 43,729,798 Series B shares representing a total of 83,729,798 votes.
he President shall, if requested by a shareholder and if the p The board of directors and t board considers that it will not cause significant damage to the company, provide information on circumstances that could affect the assessment of a matter on the agenda., circumstances that could affect the assessment of the company's or a subsidiary's economic situation and the company's relations with another grou company.
.15 p.m. Entrance to the venue for the Annual General Meeting opens 1 2.00 p.m. Opening of the Annual General Meeting
fter the Meeting, light refreshments will be served. A
othenburg, March 2011 G
ard of Directors Bo
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