Elanders

AGM Information • Mar 27, 2017

NOTICE TO ATTEND ELANDERS' ANNUAL GENERAL MEETING

Shareholders in Elanders AB (publ) are invited to attend the Annual General Meeting on Wednesday 26 April 2017 at 3 p.m. at Gothia Towers, Mässans gata 24, Gothenburg, Sweden.

RIGHT TO PARTICIPATE

Shareholders who wish to attend the Annual General Meeting must be recorded in the share register maintained by Euroclear Sweden AB on Thursday 20 April 2017 and notify their intention to participate no later than on Thursday 20 April 2017.

Shareholders whose shares are registered with a nominee must re-register the shares in their own name with Euroclear Sweden AB in order to be entitled to attend the Meeting. Such registration, which can be temporary, is requested with the nominee and must be duly effected on Thursday 20 April 2017. This means that shareholders must advise their nominee well in advance of this day.

There are a total of 35,357,751 shares in Elanders, whereof 1,814,813 class A-shares with ten votes per share and 33,542,938 class B-shares with one vote per share. The shares entitle to 51,691,068 votes in total. The company does not hold any treasury shares.

NOTIFICATION

Notification of participation can be made via the company's website, www.elanders.com, or alternatively by e-mail to arsstamma@elanders.com, in writing to Elanders AB (publ), Att: Annual General Meeting, P.O. Box 137, SE-435 23 Mölnlycke, Sweden or by telephone +46 31 750 07 21. The notification shall set forth name, social security number or company registration number, address and telephone number, number of shares and, where applicable, the number of advisors (maximum two) that will accompany the shareholder at the Meeting.

Shareholder represented by a proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a registration certificate or a corresponding document which indicates the authorized signatories of the legal entity must be enclosed. The original power of attorney, and any registration certificate or the equivalent, should be sent to the company well in advance of the Annual General Meeting at the address above. Proxy forms are available at www.elanders.com and can also be ordered from the company at the address above.

PROPOSED AGENDA

• 1. Opening of the Meeting
• 1. Election of Chairman of the Meeting
• 1. Preparation and approval of the voting list
• 1. Approval of the agenda
• 1. Election of two persons to approve the minutes
• 1. Determination of whether the Meeting has been duly convened
• 1. Presentation by the Chief Executive Officer
• 1. Presentation of the work performed by the Board and its committees
• 1. Presentation of the annual accounts and the auditors' report as well as the consolidated financial statements and the auditors' report for the group
• 1. Resolutions regarding
• a) adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet
• b) allocation of the company´s profits according to the adopted balance sheet
• c) the discharge of Board Members and the Chief Executive Officer from liability
• 1. Determination of the number of Board Members, deputies and auditors
• 1. Determination of the remuneration to the Board of Directors and the auditor
• 1. Election of Board Members and Chairman of the Board
• a) re-election of Carl Bennet;

• b) re-election of Erik Gabrielson;

• c) re-election of Linus Karlsson;

• d) re-election of Cecilia Lager;
• e) re-election of Anne Lenerius;
• f) re-election of Magnus Nilsson;
• g) re-election of Johan Stern;
• h) re-election of Caroline Sundewall;
• i) re-election of Pam Fredman;
• j) election of Dan Frohm; and
• k) re-election of Carl Bennet as Chairman of the Board.
• 1. Election of auditor
• 1. Resolution regarding the nomination committee
• 1. The Board's proposal on guidelines on remuneration to senior executives
• 1. The Board's proposal on amendment of the Articles of Association
• 1. Closure of the Meeting

DIVIDEND DISTRIBUTION (ITEM 10 b)

The Board of Directors proposes a dividend of SEK 2.60 per share for the financial year 2016. The record date for the dividend is proposed to be Friday 28 April 2017. If the Annual General Meeting approves the proposal, it is expected that the dividend will be disbursed by Euroclear Sweden AB on Wednesday 3 May 2017. The last day for trading in the company's shares including the right to dividend is Wednesday 26 April 2017.

BOARD OF DIRECTORS ETC (ITEMS 2 and 11 – 14)

The nomination committee, composed of Carl Bennet (Carl Bennet AB), Chairman, Hans Hedström (Carnegie Funds) and Britt-Marie Årenberg (representative of the minority shareholders) proposes:

• the appointment of Carl Bennet as Chairman of the Meeting,
• that the Board shall be composed of ten Members without any deputies,
• that the remuneration to the Members of the Board shall amount to SEK 3,930,000, to be divided so that the Chairman receives SEK 670,000 and the other Members not employed by the company receives SEK 335,000 each, the chairman of the audit committee receives SEK 134,000 and each other member of the audit committee receives SEK 67,000, the chairman of the remuneration committee receives SEK 70,000 and each other member of the remuneration committee receives SEK 35,000.
• the re-election of the Board Members Carl Bennet, Erik Gabrielson, Linus Karlsson, Cecilia Lager, Anne Lenerius, Magnus Nilsson, Johan Stern, Caroline Sundewall and Pam Fredman and the election of Dan Frohm as new Member of the Board.
• the re-election of Carl Bennet as Chairman of the Board,
• that the company shall have one auditor without any deputies,
• that remuneration to the auditor be paid according to approved invoices within the limits of the offer, and
• the re-election of PricewaterhouseCoopers AB as auditor of the company.

Dan Frohm, 35 years, has an M.Sc. in Industrial Engineering and Management from Linköping University. Dan Frohm is an experienced advisor for global technology companies on a variety of strategic and operational improvement topics. He recently worked as Senior Manager and Practice Head of Technology, Media and Telecom (TMT) at the management consultancy Applied Value LLC based in New York.

The proposal concerning the auditor is consistent with the audit committee's recommendation.

For further information on the proposed Members of the Board, please refer to the nomination committee's proposal which is available at the company's website.

THE NOMINATION COMMITTEE (ITEM 15)

The nomination committee proposes that the Annual General Meeting resolves:

• to instruct the Chairman of the Board to convene a nomination committee for the Annual General Meeting 2018, composed of the Chairman of the Board, one representative of each of the company's two largest shareholders as per 31 August 2017 and one representative of the minority shareholders,
• that, in the event any of the two largest shareholders refrains from exercising its right to appoint a representative to the nomination committee, such right shall pass to the shareholder that, next to these two shareholders, has the largest shareholding in the company,
• that, in the event a representative no longer represents the relevant shareholder, or otherwise resigns from the nomination committee prior to the completion of its work, such shareholder shall be offered the opportunity to appoint a new representative to the nomination committee,
• that, in the event a representative represents a shareholder that has sold all or the main part of its shareholding in Elanders, the nomination committee may resolve that such member shall resign and, if deemed appropriate by the nomination committee, offer another representative for a larger shareholder a place in the nomination committee, and
• that the nomination committee shall perform such duties that fall on the nomination committee in accordance with the Swedish Code of Corporate Governance.

GUIDELINES ON REMUNERATION TO SENIOR EXECUTIVES (ITEM 16)

The Board proposes that the Annual General Meeting resolves on guidelines for remuneration to senior executives principally entailing the following. Remuneration and other terms and conditions of employment for senior executives shall be based on market conditions and be competitive in all markets where Elanders operates, to ensure that competent and skilful employees can be attracted, motivated and retained. The total remuneration to senior executives shall comprise basic salary, variable remuneration, pensions and other benefits. The variable remuneration shall be limited and connected to predetermined and measurable criteria elaborated with the purpose to promote the long-term added value of the company. The Board shall retain the right to deviate from the guidelines if motivated by particular reasons on an individual basis.

THE BOARD'S PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION (ITEM 17)

In light of Elanders' changed strategic focus, the Board proposes that the Annual General Meeting resolves to amend the company's business object in § 2 of the articles of association.

Existing wording:

"The object of the company's business is to pursue book printing and publishing, to acquire and manage real property and any other activities compatible therewith."

Proposed wording:

"The object of the company's business is to, directly or indirectly, provide logistics and production services, own and manage real estate and movable property and any other activities compatible therewith."

DOCUMENTS

The annual report and other supporting documentation will be held available at the company and on its website, www.elanders.com, at least three weeks before the Meeting. Copies of these documents will be sent to shareholders who so request and provide their postal address. Copies will also be distributed at the Meeting.

The shareholders are reminded of their right to demand information according to Chapter 7 Section 32 of the Swedish Companies Act.

PROGRAM FOR SHAREHOLDERS

2:30 p.m. Registration opens 3:00 p.m. The Annual General Meeting begins

After the Annual General Meeting a warm meal will be served.

Mölnlycke, March 2017

______________________________

The Board of Elanders AB (publ)