AGM Information • Feb 22, 2008
AGM Information
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February 22, 2008
In accordance with the listing agreement with Stockholmsbörsen AB (the Stockholm Stock Exchange), Investor AB hereby also announces, by issuing a press release, the content of the notice concerning Investor's Annual General Meeting on April 3, 2008.
Attachment: Notice of Investor's Annual General Meeting 2008.
Fredrik Lindgren, Vice President, Head of Corporate Communications Phone +46 8 614 20 31, +46 735 24 2031
Oscar Stege Unger, Vice President, Head of Investor Relations Phone: +46 8 614 20 59, +46 70 624 20 59
Our press releases can be accessed at www.investorab.com on the Internet.
Investor AB is the largest industrial holding company in the Nordic region.For almost a century, Investor's business concept has been to generate solidlong-term returns by investing in companies with attractive potential for value creation. We are an active owner who applies our experience, knowledge and network to develop both listed and unlisted holdings and make them best-in-class. Investor conducts investment activities from Northern Europe, the United States and Asia.
Shareholders of Investor AB (publ) are hereby summoned to the Annual General Meeting ("the Meeting") to be held on Thursday, April 3, 2008, at 12:00 a.m. at City Conference Centre, Barnhusgatan 12-14, Stockholm, Sweden. Registration for the Meeting will commence at 10:30 a.m.
To be entitled to participate in the business of the Meeting, shareholders
Investor's share capital amounts to 4,795 million Swedish kronor, represented by 767,175,030 shares divided into 311,690,844 A-shares and 455,484,186 Bshares. A-shares carry one vote while B-shares carry 1/10th vote.
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily reregistered in their own names in the register of shareholders maintained by VPC AB. Such registration must be effected on Friday, March 28, 2008. Shareholders are requested to inform their nominees well in advance of this date.
Shareholders who are represented by a proxy must authorize the proxy by issuing a power of attorney. If such power of attorney is issued by a legal entity, an attested copy of the certificate of registration must be attached. The power of attorney and certificate of registration may not be issued more than one year before the date of the Annual General Meeting. The original power of attorney and the certificate of registration, where applicable, are to be sent to Investor AB, Annual General Meeting, SE-103 32 Stockholm, Sweden, well in advance of the Meeting. The form to use for a power of attorney can be found on Investor AB's website, www.investorab.com.
The Board of Directors and the President propose a dividend to the shareholders of 4.75 Swedish kronor per share and that Tuesday, April 8, 2008, shall be the record date for receipt of the dividend. Should the Meeting decide in favor of the proposal, payment of the dividend is expected to be made by VPC AB on Friday, April 11, 2008.
The Board of Directors of Investor seeks to attain a remuneration system for the President, the Management and other employees which is in line with market conditions and competitive and thereby interesting for the qualified circle of employees that Investor wants to attract and retain.
For continuity, the Board of Directors' proposal is essentially in line with previous years' remuneration principles and is based on agreements already entered into between Investor and each executive.
"Management" and "executives" refer to the President and the other Members of the Management.
Investor shall offer a total remuneration in line with market conditions which will enable Investor to recruit and retain the most suitable executives. The remuneration to the Management shall consist of basic salary, variable salary, long-term variable remuneration programs, pensions and other remuneration. Together, those elements constitute the total remuneration of the individual. Basic salary, variable salary and long-term variable remuneration programs together constitute the salary of the employee.
Basic salary will normally be reviewed every two years and constitute the basis for calculating variable salary.
The variable salary is dependent upon the individual's capacity to meet yearly set goals.
The long-term variable remuneration program is dealt with under item 15B.
Pension benefits shall, as in previous years, partly consist of a defined benefit pension plan and partly of a defined contribution plan. The ratio of pension provisions to basic salary depends on the age of the executive. The age of retirement for the President and other executives shall be 60 years.
Other remunerations and benefits shall be on market terms and shall contribute to facilitating the executive's discharge of his or her tasks.
Investor and executives may terminate the contract of employment at six months' notice and severance pay shall not exceed 24 months of basic salary.
As concerns the long-term variable remuneration program, it is the Board of Directors' ambition to create a structure where the employees are committed through an own investment and a direct ownership of Investor shares and through a performance-related remuneration based on the long-term development of Investor. Thereby one part of the remuneration to the employees is related to the long-term development of Investor and the Investor share and the employee is exposed to share price increases and decreases.
In order to achieve this, Investor prepared, with the help of international expertise and in consultation with representatives of a number of Investor's shareholders, a proposal for a new long-term variable remuneration program which was presented at the annual general meeting 2006. The program for 2007 is basically identical to the programs for 2006. The Board of Directors has decided to propose that the Annual General Meeting 2008 approve a long-term variable remuneration program for 2008 which, in its basic principles, is identical to the programs approved 2006 and 2007. In summary, the program is built on a Stock Matching Plan under which the employees, for each Investor share in which they invest, receive two options and the right to purchase one share. In addition, the President and senior management may participate in a Performance-Based Share Program. Under the program, opportunities are given to purchase additional Investor shares depending on the development of Investor over a three-year period as concerns growth of the net asset value and total return in relation to certain pre-defined goals. The value of the long-term variable remuneration program is in line with the program from last year.
In order to reduce the cost of the long-term variable remuneration program, the board intends to hedge the program through total return swaps with third parties and/or, subject to the shareholders' approval under item 16 on the agenda, repurchases of Investor's shares which can then be transferred to the employees under the Stock Matching Plan and the Performance Share Program.
The Board of Directors proposes that the Board is authorized, during the period until the next Annual General Meeting, to decide on (i) purchases of Investor's shares on Stockholmsbörsen and purchases in accordance with purchase offerings to shareholders, respectively, and on (ii) transfer of Investor's shares on Stockholmsbörsen, or in a manner other than on Stockholmsbörsen including the right to decide on waiver of the shareholders' preferential rights and that payment may be effected other than in cash. Repurchases may take place so that Investor's holding amounts to a maximum of 1/10 of all the shares in the Company.
Furthermore, the Board of Directors proposes that transfer of Investor's shares, in a maximum number of 1,200,000, to the employees in accordance with the long-term variable remuneration program described in item 15B shall be possible. The number of shares has been calculated with a certain margin as share price fluctuations during the period up and until the measurement period following the 2008 Annual General Meeting may have an effect on the value of the program and, thus, on the number of shares to be included in the program.
The purpose of the proposed repurchase option is to give the Board of Directors wider freedom of action in the work with Investor's capital structure and, in accordance with what is described above, to give Investor the possibility to transfer shares to the employees. In addition, the repurchased shares are aimed to be used to secure the costs, including the social security payments, in connection with the long-term variable remuneration program and in connection with the allocation of synthetic shares as part of the remuneration to the Board of Directors (as regards synthetic shares, see the Nomination Committee's proposal for decision below).
Investor's Nomination Committee, consisting of Jacob Wallenberg (Chairman of the Board of Directors), Johan Stålhand (Wallenberg Foundations), Lars Isacsson (SEB Foundation), Caroline af Ugglas (Skandia Liv) and Mats Lagerqvist (Swedbank Robur Mutual Funds), jointly representing more than 60 percent of the voting rights for all the shares in Investor, proposes the following:
During recent years, the Nomination Committee has recommended the Board of Directors to invest 25 percent of the net remuneration, after taxes, in shares in the Company. With the purpose of further enhancing the Board of Director's long term interest in the Company's financial development to be comparable with the shareholders', the Nomination Committee purposes
that at least 25 percent of the remuneration, before taxes, excluding remuneration for committee work, shall be paid through allocation of synthetic shares. A Member of the Board of Directors may, however, elect to receive 50 percent of the remuneration in synthetic shares. Due to administrative reasons, Members of the Board of Directors with foreign tax domicile shall be entitled to receive 100 percent of the remuneration in cash.
The Members of the Board of Directors will, thus, receive a lower remuneration in cash 2008 but will instead receive a number of synthetic shares that in terms of value, calculated on the stock market price for the Investor share of class B after the annual general meeting, correspond to the amount with which the cash remuneration was reduced.
A synthetic share carry the same economic rights as an Investor share of class B, which entails that the value of the Board of Director's remuneration in synthetic shares, in the same way as shares of class B, is dependent of ups and downs in terms of value and the amount of dividends during the five year period until 2013, when each synthetic share entitles the Member of the Board for Directors to receive an amount corresponding to the share price, at the time, of an Investor share of class B. Dividends on Investor shares of class B during the period up and until payment in 2013, shall be credited the Member of the Board of Directors in form of allocation of additional synthetic shares.
The proposal thus entails that the annual general meeting approves remuneration to the Board of Directors in an amount of, in aggregate, SEK 6,937,500, whereof not less than SEK 1,093,750 and not more than SEK 2,937,500 shall consist of synthetic shares.
Jacob Wallenberg is proposed to be re-elected as Chairman of the Board of Directors.
Information about all persons proposed as Members of the Board of Directors of Investor AB, the complete proposal regarding the Nomination Committee, the Report on the Work of Investor AB's Nomination Committee, its proposals, including the proposal regarding remuneration in the form of synthetic shares and the allocation of the remuneration for committee work, can be found on Investor's website, www.investorab.com, as of 22 February 2008, and will, without charge, be sent to the shareholders that so request.
The Board of Directors' complete proposal and related documents for the Meeting's resolutions regarding item 15 and 16, the guidelines for salary and other remuneration, the long-term variable remuneration program and the purchase and transfer of own shares, will be available at Investor and on Investor's website as of February 22, 2008, and will, without charge, be sent to the shareholders that so request with the Company. The proposal regarding item 15, the guidelines for salary and other remuneration, and the long-term variable remuneration program, will in addition without charge be sent to the shareholders that have given notice of their intention to attend the meeting.
Accounting documents, the Audit Report, and the statement of the Auditors regarding the application of guidelines for remuneration will be made available at Investor and on the Investor's website as of March 20, 2008, at the latest and will be sent without charge to shareholders who so request with the Company.
For the convenience of non-Swedish speaking shareholders that are attending the Meeting, the proceedings of the Annual General Meeting will be simultaneously interpreted into English.
The President's address will be available on Investor's website, www.investorab.com, as of Friday, April 4, 2008.
Stockholm, February 2008
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The Board of Directors
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