AGM Information • Mar 19, 2008
AGM Information
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Shareholders in Elanders AB (publ) are hereby invited to attend an Annual General Meeting Monday 21 April 2008 at 1 p.m. at the Elanders Infomedia Centre on Designvägen 2, Mölnlycke, Sweden.
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 The Swedish Securities Register Office on Tuesday 15 April 2008 and have notified their intent to participate no later than 1 p.m., Wednesday 16 April 2008.
Shareholders who have nominee registered their shares must temporarily register their shares in their own name at The Swedish Securities Register Office. This reregistering must be carried out after having requested it from the nominee no later than Tuesday 15 April 2008 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 9,746,999 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 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-mail [email protected] or via our website www.elanders.com. Name, social security number or company id number, 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.
The Board of Directors has proposed a dividend of SEK 4.5 per share (SEK 2.5). The Board has proposed 24 April 2008 as the record date for the payment of dividends. If the Annual General Meeting approves the Board of Directors' proposal it is estimated that The Swedish Securities Register Office will distribute this dividend on 29 April 2008.
The nominating committee for the Annual General Meeting consisting of Carl Bennet, (Carl Bennet AB) Chairman, Gustav Douglas (Investment AB Latour), Göran Erlandsson (representative for minor shareholders), Hans Hedström (HQ Funds), Nils Petter Hollekim (Odin Funds), Stefan Roos (SEB Funds) and Caroline af Ugglas (Skandia Liv) proposes:
The nominating committee proposes to the Annual General Meeting to decide:
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 and Chief Financial Officer 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. Pension benefits may be defined benefits and defined contribution benefits or a combination thereof. These guidelines are essentially the same as the principles followed thus far but the level of variable remuneration has been raised somewhat.
The annual accounts and all other necessary documents will be available at the company and on its website, www.elanders.com, at least 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 www.elanders.com as well as presentations of the nominated Board Members.
11:00 a.m. Guided tour of the Group's operations in Mölnlycke
11.30 a.m. Buffé is served
12:00 a.m. Registration opens
1:00 p.m. The Annual General Meeting begins
There will entertainment during the day. We offer our shareholders bus transportation from Exercishuset at Heden since parking may be difficult due to construction in the area. Please let us know if you want to take the bus when you notify us you will be attending.
Mölnlycke March 2008 Elanders AB (publ) Board of Directors
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