AGM Information • Mar 1, 2017
AGM Information
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To be entitled to participate in the business of the Annual General Meeting, shareholders shall be registered in the share register maintained by Euroclear Sweden AB on Thursday March 30, 2017, and notify their intention to attend the Annual General Meeting Thursday March 30, 2017.
Notification should be made:
Notification should include name, address, telephone number, personal identification number/corporate registration number, number of shares and number of advisors. If participation is to be based on proxy, the power-of-attorney authorizing should be sent together with the notification of attendance. The original power-of-attorney, registration certificate and other authorizing documents must be shown at the Annual General Meeting. A form for notifying power of attorney is available from the Company and on its website, www.lundbergforetagen.se.
Shareholders whose shares are held in the name of a trustee, via the Trust Department of a bank or firm of stockbrokers, must temporarily re-register the shares in their own name to be entitled to participate in the Meeting. Such registration must be completed no later than Thursday March 30, 2017. This means that shareholders must notify the trustee of the need for re-registration in ample time prior to this date.
Shareholders representing slightly more than 90% of the voting rights propose that Chairman of the Board Mats Guldbrand be elected Chairman of the Meeting.
The Board proposes that the Annual General Meeting resolve on payment of a dividend of SEK 5.60 per share for the 2016 fiscal year. The Board proposes Friday April 7, 2017 as the record day. If the Meeting votes in favor of the motion, the dividend is expected to be issued by Euroclear Sweden AB on Wednesday April 12, 2017.
Shareholders representing slightly more than 90% of the voting rights propose the election of the following parties to the Board of Directors.
The number of members of the Board of Directors shall be eight without deputies. It is proposed that Carl Bennet, Lilian Fossum Biner, Mats Guldbrand, Louise Lindh, Fredrik Lundberg, Katarina Martinson, Sten Peterson and Lars Pettersson be re-elected as Board members. It is proposed that Mats Guldbrand be re-elected Chairman of the Board. Current board member Staffan Grefbäck has declined re-election.
Rule 4.1 of the Swedish Corporate Governance Code has been applied as the company's diversity policy, which entails that the Board of Directors is to have a composition appropriate to the company's operations, phase of development and other relevant circumstances, that the Board members elected by the Annual General Meeting are to exhibit diversity and a breadth of qualifications, experience and background, and that the company is to strive to achieve a balanced gender distribution.
Director fees will be paid in a total amount of SEK 2,340,000, of which SEK 780,000 will be paid to the Chairman of the Board and SEK 260,000 to each of the other Members of the Board elected by the Annual General Meeting, except for the President.
The Board propose that the company have a registered public accounting firm as its auditor, that the accounting firm KPMG AB be re-elected as the new auditor for a period of one year, meaning for the period ending with the Annual General Meeting 2018, and that auditor fees be paid on current account. Shareholders representing just over 90% of the voting rights have informed the company that they support the Board's proposal.
The Board of Directors' motion is unchanged compared with the guidelines established for the preceding year. Essentially, the motion entails that salaries and other employment conditions pertaining to management be competitive in the market. In addition to a fixed annual salary, senior executives shall also be entitled to receive a bonus based on earnings and profitability targets or the results of activities. No remuneration shall be provided in the form of options or other share-based incentive programs.
The Board of Directors' motion entails that the Board be authorized during the period up to the close of the following Annual General Meeting to acquire Series B treasury shares subject to the restriction that the holding may not at any time exceed 10% of all of the shares in the Company. Such share acquisitions must take place on NASDAQ Stockholm at the share price applicable on the acquisition date. The aim of any buy-backs will be to enable to the Board to adjust the Company's capital structure during the period up to the next Annual General Meeting.
In order for this resolution to be valid, it must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
The annual report, auditors' report and the auditors' statement concerning compliance with the principles for the remuneration of senior executives, the Board's complete motions under items 14 and 15, and the Board's reasoned statement for motions under items 9c and 15 will be available from the Company and on the Company's website www.lundbergforetagen.se no later than Wednesday March 15, 2017.
These documents will be sent to shareholders who contact the Company and state their address, and will also be available at the Annual General Meeting.
The Board of Directors and the President shall, should any shareholder so request and provided that the Board is of the opinion that this can occur without significant damage to the company, provide disclosures regarding conditions that could impact upon the evaluation of a motion on the agenda, conditions that could impact on the evaluation of the company's or a subsidiary's financial situation, and the company's relationship to other Group companies.
The total number of shares in the Company is 124,000,000, of which 48,000,000 are Series A shares and 76,000,000 are Series B shares. The total number of voting rights in the Company is 556,000,000. No shares are held in treasury by the Company.
Stockholm, March 2017 BOARD OF DIRECTORS
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