Pre-Annual General Meeting Information • Jul 22, 2010
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
In accordance with the listing agreement with NASDAQ OMX Stockholm AB, B&B TOOLS AB (publ) hereby also announces, by issuing a press release, the contents of the notice for the Annual General Meeting of Shareholders to be held 25 August 2010.
Attachment: Notice for the 2010 Annual General Meeting of B&B TOOLS
Stockholm, 22 July 2010
For further information, contact: Mats Karlqvist, Vice President – Investor Relations, B&B TOOLS AB, telephone +46-70-660 31 32
B&B TOOLS provides the industrial and construction sectors in northern Europe with industrial consumables, industrial components and related services. The Group has annual revenue of approximately SEK 7.6 billion and approximately 2,800 employees.
This information is disclosed in accordance with the Swedish Securities Markets Act, the Swedish Financial Instruments Trading Act or demands stated in the regulations for issuers.
B&B TOOLS AB (publ)
Welcome to the 2010 Annual General Meeting!
are hereby given notice to attend the Annual General Meeting of Shareholders to be held at 4:30 p.m. on Wednesday, 25 August 2010, at Näringslivets Hus, Storgatan 19, Stockholm.
Shareholders who wish to participate in the proceedings of the Annual General Meeting must:
Such notice must contain the shareholder's name, personal or corporate registration number, telephone number (daytime), registered shareholding and the names of any attending counsel.
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 older than one year. 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.
In order 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 Thursday, 19 August 2010.
Shareholders who wish to submit issues to be dealt with by the Annual General Meeting under the item "Other matters" are welcome to contact [email protected], or to send a letter to Annual General Meeting, B&B TOOLS AB, Box 10024, SE-100 55 Stockholm, Sweden.
At the Annual General Meeting of Shareholders held on 27 August 2009, a resolution 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 reported in the Company's Interim Report published on 18 February 2010, the following persons were appointed to serve as members of the Election Committee: Tom Hedelius (Chairman of the Election Committee), Kerstin Stenberg (representative of Swedbank Robur funds), Arne Lööw (representative of the Fourth AP Fund), Per Trygg (representative of SEB Funds) and Anders Börjesson.
The Election Committee, the members of which represent approximately 45 percent of the total number of votes, has reported that it will propose to the Annual General Meeting of Shareholders to be held on 25 August 2010 to resolve as follows with respect to the above matters:
Tom Hedelius.
Unchanged number; five regular directors.
Aggregate directors' fees of SEK 1,250,000 to be distributed as follows:
Chairman of the Board of Directors: SEK 450,000 Vice Chairman of the Board of Directors: SEK 350,000 Other directors who are not employees of the Company: SEK 225,000 per director.
The proposal entails unchanged fees compared with the preceding year.
No separate compensation is paid for committee work.
As before, audit fees will be paid according to approved invoice.
Re-election of directors Per Axelsson, Anders Börjesson, Tom Hedelius, Anita Pineus and Stefan Wigren. Tom Hedelius is proposed to serve as Chairman of the Board of Directors.
A presentation of the members of the Board of Directors is available in the Annual Report for the 2009/2010 financial year and on the Company's website at www.bb.se.
The Election Committee proposes that, until a new Election Committee is appointed, the Election Committee shall consist of five members and that the Chairman of the Board of Directors shall be assigned to contact the largest shareholders by vote not later than 31 January 2011, requesting that they appoint four members who, together with the Chairman of the Board, shall constitute the Election Committee. The selection of the shareholders to contact shall be made based on the list of shareholders as of 31 December 2010. The Election Committee will appoint a Chairman among its members. The composition of the Election Committee shall be announced not later than six months before the 2011 Annual General Meeting. Information about the composition of the Election Committee shall be made available on the Company's website at www.bb.se.
In the event that a member of the Election Committee resigns or is prevented from fulfilling the assignment, the remaining members shall, if the Election Committee so decides, appoint a suitable replacement to the Election Committee for the remaining mandate period. In the event that a member of the Election Committee, or the owner that member represents, has significantly reduced its ownership in the Company at the time of the Election Committee's meetings in preparation for the upcoming Annual General Meeting, the members of the Election Committee shall decide whether the composition of the Election Committee should be changed. Any changes to the composition of the Election Committee shall be announced immediately.
The Election Committee shall submit proposals to the 2011 Annual General Meeting regarding the Chairman to preside over the Annual General Meeting, the Chairman of the Board of Directors and other directors, the auditors and deputy auditors or registered public accounting firm, directors' fees to each of the directors, auditors' fees and how members of the Election Committee are to be appointed.
The Company shall pay the cost for out-of-pocket expenses incurred in conjunction with the Election Committee's assessment and/or recruitment of members of the Board. The members of the Election Committee receive no compensation from the Company for their work.
The Board of Directors proposes a dividend to the shareholders of SEK 2.50 per share and Monday, 30 August 2010 as the record date for receiving dividends. Subject to the Annual General Meeting's approval of the proposal, the dividend is expected to be remitted by Euroclear Sweden AB on Thursday, 2 September 2010 to those shareholders whose names are entered in the share register on the record day.
The Board of Directors proposes that the Annual General Meeting pass a resolution authorising the Board of Directors – during the period until the next Annual General Meeting – to repurchase up to a maximum number of class B shares so that the Company's own shares held in treasury at no time exceed 10 percent of the total number of shares in the Company. Repurchases shall be made through NASDAQ OMX Stockholm at the prevailing share price.
The Board of Directors further proposes that the Annual General Meeting authorise the Board of Directors – during the period until the next Annual General Meeting – to sell the Company's own shares held in treasury in conjunction with the acquisition of companies or businesses in ways other than through NASDAQ OMX Stockholm. The authorisation may be exercised on one or more occasions and includes any and all shares held in treasury by the Company at the time of the decision of the Board of Directors. The authorisation includes the right to decide on deviations from the preferential right of the shareholders and the right to make payments using non-monetary means.
The purpose of repurchasing the Company's own shares is to provide the Board of Directors with an additional instrument to use in its work pertaining to the Company's capital structure, to enable the Company to pay for repurchases using the Company's treasury shares and to secure the Company's obligations under its incentive programmes for senior executives.
The Board aims to ensure that the award system in place for the President and CEO and the other four members of Group Management is competitive and in line with market conditions. For the purpose of creating continuity, the proposal of the Board of Directors below essentially conforms to the compensation principles applied in prior years and is based on agreements already in force between B&B TOOLS AB 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 members of 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.
Members of Group Management shall be included in a long-term incentive programme ("LTI programme").
Pension benefits shall comprise either a defined-benefit pension plan or a definedcontribution plan, whose annual premium is determined as a function of fixed salary, variable compensation and age. Certain individual adjustments occur. The retirement age for Group Management is currently 65.
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 and CEO and other members of Group Management during the 2010/2011 operating year.
The Company's financial statements and Audit Report, as well as the complete proposals of the Board of Directors regarding the resolutions in Items 14-15 of the agenda, will be available at the Company's offices and on the Company's website at www.bb.se from Wednesday, 11 August 2010 and will be sent to shareholders upon request.
Stockholm, July 2010
THE BOARD OF DIRECTORS
B&B TOOLS AB (publ)
Mail address PO Box 10024 SE-100 55 Stockholm Sweden Visit Karlavägen 76 Stockholm Tel +46 8 660 10 30 Fax +46 8 660 58 70 Org No 556034-8590 Reg office Stockholm Web www.bb.se
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.