AGM Information • Apr 1, 2014
AGM Information
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April 1, 2014
The shareholders of AarhusKarlshamn AB (publ) are hereby invited to attend the Annual General Meeting to be held on Thursday 8 May 2014 at 2.00 p.m. at the premises of Europaporten Kongresscenter, Stadiongatan 25 in Malmö, Sweden. The registration for the Annual General Meeting starts at 1.00 p.m.
Shareholders who wish to attend the Annual General Meeting must be recorded in the Shareholders' Register maintained by Euroclear Sweden AB on Friday 2 May 2014, and must also notify the company of their intention to attend the Annual General Meeting not later than Friday 2 May 2014 at 4.00 p.m. The notification of attendance, which may be made in accordance with any of the alternatives specified below, shall state name, address, day-time telephone number, personal or corporate identity number, and the number of shares held. Shareholders who intend to bring assistance shall notify this within the same time limits as for the notification of their own attendance. Shareholders represented by an authorised representative should enclose a proxy in original to their notification. A proxy form is available on the company website www.aak.com and will be sent by post to shareholders notifying the company and informing the company of their address. Representative of a legal entity shall submit a copy of the registration certificate or corresponding papers of authorisation evidencing the persons authorised to act on behalf of the legal entity.
Address: AarhusKarlshamn AB c/o Euroclear Sweden AB Box 191 SE-101 23 Stockholm, Sweden (please mark the envelope "Annual General Meeting 2014") Telephone: +46 8 402 90 45 Website: www.aak.com
In order to participate at the Annual General Meeting, shareholders with nominee-registered shares must request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB. Such re-registration must be executed no later than Friday 2 May 2014. The shareholders must therefore notify the nominee of their request to have the shares reregistered in due time before Friday 2 May 2014.
Presentation of the Annual Report, the Auditor's Report and the Consolidated Financial Statements and the Group Auditor's Report for the financial year 2013.
a) adoption of the Income Statement and the Balance Sheet and the Consolidated Income Statement and the Consolidated Balance Sheet, as per 31 December 2013; b) appropriation of the company's profit according to the adopted Balance Sheet and record day for dividend;
c) discharge from liability of the Board of Directors and the Managing Director.
The Nomination Committee has proposed that Melker Schörling shall be elected Chairman of the Annual General Meeting 2014.
The Board of Directors has proposed that a dividend of SEK 6,00 per share be declared for the financial year 2013. As record day for the dividend, the Board of Directors proposes Tuesday 13 May 2014. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Friday 16 May 2014.
In respect of the Annual General Meeting 2014, the Nomination Committee consists of Chairman Mikael Ekdahl (Melker Schörling AB), Henrik Didner (Didner & Gerge Fonder), Åsa Nisell (Swedbank Robur fonder) and Lars-Åke Bokenberger (AMF Fonder).
The Nomination Committee has proposed the following:
Shareholders, jointly representing approximately 52.4 per cent of the shares and votes in the company as per 28 February 2014, have notified the company of their proposal regarding Nomination Committee.
Prior to the Annual General Meeting 2015, the Nomination Committee shall prepare and submit proposals for the election of Chairman and other members of the Board of Directors and auditor, the election of Chairman of the Annual General Meeting, fees to the Board of Directors and auditor and matters related thereto.
The Board of Directors proposes that the Annual General Meeting resolves on guidelines for remuneration of senior executives, principally entailing that salaries and other terms of remuneration of the management shall be competitive and in accordance with market conditions. In addition to fixed salary, the management may also receive variable remuneration with a predetermined cap of 110 per cent of the fixed annual salary based on the outcome of targeted results on group level and in the individual area of responsibility, as well as other benefits. In addition to said variable remuneration, incentive programmes related to the share or share price can be resolved upon from time to time. Pension benefits shall be either income or fee based or a combination of both, with an individual pension age, however, not less than 60 years. On notice of termination by a senior executive, a notice period of six months shall apply without any right to severance pay. At dismissal by the company, the notice period shall be twelve months with a possible right to severance pay with a predetermined cap of maximum twelve months. The Board of Directors shall be entitled to deviate from the guidelines if, in an individual case, there are particular grounds for such deviation.
The Board of Directors proposes a name change from AarhusKarlshamn to AAK and, for registration purposes, a minor adjustment to the Articles of Association. The Board of Directors thus proposes that the Annual General Meeting resolves to amend § 1 and § 3 in the Articles of Association in accordance with the following:
Current wording § 1 Proposed wording § 1
The name of the Company is AarhusKarlshamn AB (publ).
The name of the Company is AAK AB (publ).
Current wording § 3 Proposed wording § 3
The objects of the Company is to, directly or indirectly through subsidiaries, conduct manufacturing and trading business, in particular within the field of food industry, to own and administer shares and securities and to pursue other compatible business.
The objects of the Company is to, directly or indirectly through subsidiaries, conduct manufacturing and trading business, in particular within the field of food industry and to pursue other compatible business.
The validity of a resolution in accordance with the aforementioned is conditional upon the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.
The accounts and the auditor's report (the annual report) and the complete proposals of the Board of Directors with respect to item 9 b and 14-15 and all related documents will be available to the shareholders at the company as from Thursday 17 April 2014. Copies of the documents will be sent on request to shareholders who state their postal address and will also be available on the company website www.aak.com and at the Annual General Meeting.
The total number of shares and votes in the company amount to 41,456,339. All shares are of the same class.
The Board and the President shall at the Annual General Meeting, if a shareholder so requests and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that (i) may affect the assessment of an item on the agenda, (ii) circumstances that may affect the assessment of the company's or its subsidiaries' financial position or information concerning (iii) the company's relation with other companies within the group.
Malmö in April 2014 AarhusKarlshamn AB (publ) The Board of Directors
SWEDEN
Anders Byström Director External Accounting & Investor Relations Phone: +46 40 627 83 32 Mobile: +46 709 88 56 13
The information is that which AarhusKarlshamn AB (publ) is obliged to publish under the provisions of the Stock Exchange and Clearing Operations Act and/or the Trading in Financial Instruments Act. The information was released to the media for publication on April1, 2014 at 11.30 am CET.
AarhusKarlshamn (AAK) is one of the world's leading producers of high value-added speciality vegetable oils and fats solutions. These oils and fats solutions are characterized by a high level of technological content and innovation. AAK`s solutions are used as substitute for butter-fat and cocoa butter, trans-free and low saturated solutions but also addressing other customer. AAK has production facilities in Denmark, Mexico, the Netherlands, Sweden, Great Britain, Uruguay and the US. Further AAK has also toll manufacturing operations in Russia and Malaysia. The company is organized in three Business Areas; Food Ingredients, Chocolate and Confectionery Fats and Technical Products & Feed. AAK's shares are traded on the NASDAQ OMX, Stockholm, within the Large Cap segment. Further information on AAK can be found on the company's website www.aak.com.
| AarhusKarlshamn AB | Phone +46 40 627 83 00 | [email protected] | 556669-2850 |
|---|---|---|---|
| Jungmansgatan 12 | Fax +46 40 627 83 11 | www.aak.com | SE556669285001 |
| SE-211 19 Malmö | Registered office: Malmö |
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