AGM Information • Apr 9, 2013
AGM Information
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The shareholders of Lindab International AB (publ) are hereby invited to attend the annual general meeting to be held at 2 pm (CET) on Wednesday 15 May 2013 at Lindab Arena in Ängelholm, Ishallsvägen 2, Ängelholm. Registration for the annual general meeting begins at 1 pm (CET).
A. Right to attend the Annual General Meeting
Shareholders who wish to attend the meeting must:
Notice of attendance may be made:
When giving notice of attendance, shareholders must state their name, personal identification number or corporate identification number, address and telephone number, as well as information about their shareholding. Shareholders whose shares are nominee registered must temporarily register the shares in their own name in order to participate in the meeting and exercise their voting rights. Such registration must be made with Euroclear Sweden AB by Wednesday 8 May 2013. Accordingly, the shareholder must inform the nominee in due time before said date. As confirmation of the registration, Lindab International AB will forward an admission pass which shall be presented at registration upon arrival to the meeting.
Shareholders who are represented by proxy must provide a dated proxy form in writing for the representative. Proxy forms are available on the Company website www.lindabgroup.com and are sent by post to shareholders who contact the Company and provide their address. If the proxy is issued by a legal entity, a copy of the registration certificate or equivalent authorisation documents for the legal entity must be attached. To facilitate admission to the meeting, any original proxy forms, registration certificates or other authorisation documents should be submitted to the Company at the address stated above no later than Wednesday 8 May 2013.
Lunch will be served from 1 pm (CET).
| Proposed agenda | |||
|---|---|---|---|
| 1. | Opening of the annual general meeting and election of chairman of the meeting. |
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| 2. | Preparation and approval of the voting list. | ||
| 3. | Approval of the agenda. | ||
| 4. | Election of two persons to verify the minutes together with the chairman. | ||
| 5. | Determination of whether the meeting has been duly convened. | ||
| 6. | Report by the President. | ||
| 7. | Presentation of the annual accounts and the auditors' report, and the consolidated accounts and the auditor's report on the consolidated accounts, for the financial year 2012 and the Auditor's report on whether the guidelines regarding remuneration to senior executives adopted by the Annual General Meeting have been complied with. |
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| 8. | Resolutions regarding | ||
| a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2012. |
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| b) appropriation of the Company's profit pursuant to the adopted balance sheet. |
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| c) discharge from liability for the board of directors and the President. |
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| 9. | Determination of the number of board members and deputies elected by the annual general meeting. |
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| 10. | Determination of fees to the members of the board of directors and the auditors. |
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| 11. | Election of the board of directors. |
| 12. | Election of auditor. |
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| 13. | Resolution regarding the nomination committee. |
| 14. | The board's proposal for resolution regarding guidelines for remuneration to senior executives. |
| 15. | Amendment to the Articles of Association. |
| 16. | The board's proposal for resolution regarding authorisation for the board of directors to resolve on transfer of treasury shares. |
| 17. | Closing of the annual general meeting. |
The nomination committee for the annual general meeting 2013, compromising the chairman Caroline af Ugglas, representing Skandia Livförsäkringsaktiebolag, Gerald Engström, representing Systemair AB, Stefan Charette, representing Creades AB, Peter Rönnström, representing Lannebo Fonder and Kjell Nilsson, the chairman of the board, proposes that the chairman of the board, Kjell Nilsson, shall be elected chairman of the meeting.
The board of directors proposes no dividend for the financial year 2012.
The nomination committee proposes that the number of board members elected by the annual general meeting shall remain unchanged and thus, that the board shall consist of six members without deputies.
The nomination committee proposes that the fees to the board members remain unchanged and that the board fees shall amount to SEK 2,200,000 in total, to be distributed as follows: SEK 650,000 to the chairman of the board, SEK 300,000 to each of the other board members elected by the general meeting and SEK 25,000 to each of the ordinary employee representatives.
As the audit committee and the remuneration committee consist of the board, no fees shall be determined for any committees and thus, is a saving for the company.
The nomination committee proposes that the auditors' fees shall be paid in accordance with agreement with the company.
The nomination committee proposes re- election of the board members Sonat Burman-Olsson, Stefan Charette, Erik Eberhardson, Gerald Engström, Kjell Nilsson and Birgit Nørgaard.
The nomination committee further proposes the re-election of Kjell Nilsson as chairman of the board.
The auditors' and the deputy auditors' are elected until the end of the annual general meeting 2014. Lindab has confidence in the auditors and the deputy auditors, but want to have a public accounting firm as the auditor of the company instead of individual auditors.
In order to achieve the above, the nomination committee proposes that the annual general meeting dismisses the authorized public accountants Jan Birgerson and Staffan Landén as auditors and the authorized public accountants Andreas Mast and Johan Thuresson as deputy auditors. The nomination committee further proposes that accounting firm Ernst & Young is elected as the auditor of the company. Ernst & Young has informed the company that authorized public accountant Staffan Landén shall be main responsible auditor.
The nomination committee shall consist of at least five members, one of whom shall be the chairman of the board. At the end of the third quarter in 2013, the chairman of the board will contact the four largest identified shareholders in the Company and request that they appoint their representative to the nomination committee as soon as possible. If any shareholder does not exercise its right to appoint a member of the nomination committee, the right to appoint a member of the nomination committee will pass on to the next largest shareholder that has not already appointed or has the right to appoint a member of the nomination committee. The chairman of the nomination committee shall be the member that has been appointed by the largest shareholder unless the nomination committee decides otherwise. The tasks of the nomination committee shall include evaluation of the board's composition and work, as well as submission of proposals to the annual general meeting regarding:
The mandate period of the nomination committee will run until a new nomination committee is constituted. In the event of a substantial change of ownership in the company during the mandate period, the nomination committee shall ensure that new major owners will be represented in the nomination committee.
The composition of the nomination committee will be made public at least six months prior to the annual general meeting 2014. The members of the nomination committee receive no remuneration from the Company, but shall have the right to claim reimbursement from the Company for reasonable expenses.
The board of directors proposes that the annual general meeting resolves on guidelines for remuneration to senior executives, principally entailing that remuneration to senior executives shall be based upon the market conditions in which the Company operates and the environment in which each of the executives works, be competitive, enable the company to recruit new executives and motivate senior executives to remain with the company.
The remuneration system will comprise the following elements; fixed salaries, variable salaries, pensions and benefits according to below.
Fixed salary and benefits should be established individually based on the criteria outlined above and each of the executive's individual skills.
As a principal rule, the pension shall be a defined-contribution plan. The extent of the pension shall be based on the same criteria as for fixed remuneration and is based partly on fixed and partly on variable salary.
Variable salaries shall be paid upon completion of clearly fixed targets for the Group and for the individual. The variable salary shall be paid as a percentage of the fixed salary and shall have a fixed cap.
At the annual general meetings 2011 and 2012, incentive programmes in the form of share saving programmes were resolved. The board does not propose any incentive programmes for the annual general meeting 2013, but is evaluating a new incentive program to be proposed at the annual general meeting 2014.
As last year, the board shall be entitled to deviate from the guidelines in an individual case, if there are specific grounds for this. The board has not used this mandate during 2012.
The board proposes that the annual general meeting resolves that § 7 in the Articles of Association shall have the following wording:
The company shall have two auditors and two deputy auditors, or a registered public accounting firm.
The company shall have a registered public accounting firm or one or maximum two auditors and one or maximum two deputy auditors.
In order for this resolution to be valid, it is required that it be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
The board proposes that the annual general meeting 2013 authorizes the board to resolve on transfer of the company's treasury shares on the following terms and conditions:
Authorizations may be exercised on one or several occasions during the period up to the annual general meeting 2014.
Transfer may be made of maximum 2 375 838 shares, which correspond the number of shares held by Lindab International AB.
Transfer may be made with a deviation from the shareholders' preferential rights.
Transfer may be made against cash payment by sale on NASDAQ OMX Stockholm, at a price within the quoted price interval from time to time, being the interval between the highest paid price and the lowest sale price at the time of transfer.
Transfer may take place against payment of the whole or part of the purchase price in connection with the acquisition of a company or business, or part of a company or business. Transfer in connection with an acquisition of a company or business may take place at a market value appraised by the board. Consideration for the transferred shares in connection with the acquisition of a company may be made by contribution in kind.
The board may resolve on further terms and conditions for the transfer.
The purpose of the authorisations above is to give the board the opportunity to adjust the company's capital structure and to facilitate the financing of acquisitions by the utilisation of the company's treasury shares. The company's existing holding of the company's own shares corresponds to three (3) per cent of the total number of shares in Lindab International AB.
Transfer of treasury shares in accordance with the company's incentive programs are made in accordance with the respective resolutions from the annual general meetings and do not fall within the proposed authority.
If the transfer cannot be made according to the above, the company may resolve to cancel the shares by reducing the company's share capital without payment to the shareholders.
The resolution shall be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting in order to be valid.
The Annual Report for 2012 and the Auditors' Report will be available at the Company's offices as well as on the Company's website www.lindabgroup.com no later than on 24 April 2013 and a copy will be sent to shareholders upon request. The board's complete proposals regarding the agenda items 8 b. and 14-16, as well as related documents, will be made available at the Company's offices and on the Company's website from Wednesday 24 April 2013, and copies will be sent to shareholders upon request. The Annual Report for 2012 and the Auditors' Report as well as the board's complete proposals in addition to the related documents, in accordance with above, will also be available at the annual general meeting.
The total number of shares and votes in the Company amounts to 78,707,820. Lindab International AB holds 2,375,838 treasury shares, for which the company cannot exercise any voting rights.
At the annual general meeting, the board of directors and the CEO shall, if a shareholder so request and the board of directors is of the opinion that it is possible without any substantial damage for the company, present information about: (i) matters which may affect an item on the agenda, (ii) matters which may affect the company's or any subsidiary's financial situation or (iii) the relationship between the company and another group company. A shareholder who so requests may send questions in advance by post to Lindab International AB, "Annual General Meeting", 269 82 Båstad or by email to [email protected].
Båstad in April 2013
The board of directors
Lindab International AB (publ)
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| Shareholders' personal ID number / organisation number 1) |
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| Name |
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| Street address |
| ------------------------------------------------------------------------------------------------------------------------------------ Postal code and city |
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| ------------------------------------------------------------------------------------------------------------------------------------- Assistants (max. two persons) |
| 1) In order to ensure that your registration is handled correctly, please ensure that the personal |
| ID number/organisation number is stated. |
| Participating with voting rights (directly registered shareholders) |
| Represented by proxy pursuant to the proxy form below |
The following shall represent my/our shares in the Company at the Annual General Meeting of Lindab International AB (publ) on 15 May 2013
| ------------------------------------------------------------------------------------------------------------------------------------- Name of proxy |
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| Street address |
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| The proxy will also be participating in the meeting in respect of his/her own shares |
| Personal ID number of the proxy________ |
| -------------------------------------------------------------------------------------------------------------------------------------- Place and date (the proxy form must be dated) |
| -------------------------------------------------------------------------------------------------------------------------------------- Signatory of the Grantor of the proxy (company signatory where applicable) |
| -------------------------------------------------------------------------------------------------------------------------------------- Print name and Personal No / Registration No of the Grantor |
| Authorisation documents (certificate of registration or similar which validates the authority of the signatory) should also be attached to proxies issued by legal persons. |
| The registration and an original proxy form must be received by Lindab no later than 8 May 2013. |
Mark the envelope: REPLY PAID/RESPONSE PAYEE SWEDEN/SUEDE Lindab AB SE-269 20 Båstad
PRIORITAIRE Par avinon
Lindab AB SE-269 20 Båstad
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