Notification of Annual General Meeting of Clas Ohlson AB (publ)
The shareholders of Clas Ohlson AB (publ) are hereby notified of the Annual General Meeting (“AGM”) to be held on Saturday, 7 September 2013 at 11:00 a.m. at the company’s central warehouse in Insjön, Sweden. Registration will begin at 9:45 a.m. A light lunch will be served after the AGM.
Registration and notification
Shareholders who intend to participate in the AGM must:
• be listed in Euroclear Sweden AB’s printed shareholder register by Monday, 2 September 2013,
• notify the company of their intention to participate in the AGM not later than Monday, 2 September 2013; by post: Clas Ohlson AB (publ), SE-793 85 Insjön, Sweden; by fax: +46 (0)247-444 25; by telephone: +46 (0)247-444 00; by e-mail: email@example.com or via the company’s website http://om.clasohlson.com.
Registration must include the shareholder’s name, address, daytime telephone number, civil registration number/corporate registration number and the number of shares represented. Shareholders or their proxies are entitled to be accompanied by not more than two advisors. The advisors must be registered in advance in the same manner as the shareholder. Information submitted in connection with registration will be computerised and used exclusively for the AGM.
Shareholders who, through a bank or another trustee, have trustee-registered shares must re-register the shares in their own names to be entitled to participate in the AGM. To ensure that this registration has been entered into the shareholder register on Monday, 2 September 2013, shareholders must request well in advance of this date that their trustees conduct such registration, which may be conducted on a temporary basis.
Shareholders who wish to exercise their voting rights at the AGM by proxy must issue a dated power of attorney for the proxy in writing. Prior to the AGM, the power of attorney should be sent to the above-stated address. A power-of-attorney form is available for downloading at http://om.clasohlson.com or alternatively, will be sent to those shareholders who so request and who provide their postal address.
Number of shares and voting
The number of Class A shares in the company totals 5,760,000, each carrying 10 votes, corresponding to 57,600,000 votes, and the number of Class B shares totals 59,840,000, each carrying one vote, corresponding to 59,840,000 votes. Accordingly, there are a total of 65,600,000 shares and 117,440,000 voting rights in the company. The company holds 2,522,192 Class B treasury shares, which may not be represented at the AGM.
1. Opening of the AGM
2. Election of Chairman of the AGM (see below)
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two minutes checkers
6. Determination that the Meeting has been duly convened
7. Presentation of the Annual Report and Auditors’ Report and the Consolidated Financial Statements and the Auditors’ Report on the Consolidated Financial Statements for 2012/2013
8. CEO’s address
9. Chairman of the Board’s report on the work of the Board and the Remuneration and Audit Committees
10. Question time
11. Resolution concerning the adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet for 2012/2013
12. Resolution concerning the disposition of the company’s profits in accordance with the balance sheet adopted for 2012/2013 and determination of the record date for the dividend (see below)
13. Resolution concerning the discharge of Board Members and the CEO from liability for the 2012/2013 financial year.
14. Determination of the number of Board Members, auditors and deputy auditors to be elected by the AGM (see below)
15. Determination of the fees to be paid to Board Members and the auditors, and remuneration for committee work (see below)
16. Election of Board Members, Chairman of the Board, auditors and any deputy auditors (see below)
17. The Board of Directors’ motion concerning adoption of guidelines for remuneration and other terms of employment for senior management (see below)
18. The Board of Directors’ motion concerning adoption of a long-term incentive plan (“LTI 2014”) (see below)
19. The Board of Directors’ motion concerning a resolution authorising the Board of Directors to make decisions on the company’s acquisition of treasury shares and motion concerning a resolution to transfer treasury shares (see below)
20. Closing of the AGM
Item 2, Election of Chairman of the AGM
The Nomination Committee proposes that Elisabet Salander Björklund be elected Chairman of the Annual General Meeting.
Item 12, Resolution concerning the disposition of the company’s profits in accordance with the balance sheet adopted for 2012/2013 and determination of the record date for payment of the dividend
The Board of Directors proposes that the retained earnings at the disposal of the AGM, in an amount of SEK 580,730,083, be allocated so that SEK 278,800,000 be paid as a dividend (SEK 4.25 per share) and that SEK 301,930,083 be carried forward. It is proposed that the record date for payment of the dividend be 11 September 2013. If the AGM votes in accordance with this motion, it is estimated that the dividend will be distributed by Euroclear Sweden AB on 16 September 2013.
Items 14-16, Resolutions concerning the number of Board Members, auditors and deputy auditors to be elected by the AGM, the fees to be paid to Board Members and the auditors, and remuneration for committee work and election of Board Members, Chairman of the Board, auditors and any deputy auditors
The company’s Nomination Committee, which was formed in accordance with a resolution on the nomination procedure passed at the AGM of 11 September 2010 and which comprises Johan Held (Chairman), Carl von Schantz, Göran Sundström, Johan Ståhl and Anders Moberg, proposes the following resolutions concerning Items 14-16.
The Nomination Committee proposes that the number of Board Members be nine and that one auditor without any deputy auditor is appointed (Item 14).
The Nomination Committee proposes that director fees be paid in the amount of SEK 3,287,500 and allocated as follows: SEK 600,000 per year to the Chairman of the Board and SEK 300,000 per year to each of AGM-elected non-executive Board members. The Nomination Committee also proposes that remuneration of non-executive members of the Audit Committee be paid in an amount of SEK 137,500 to the Chairman of the Audit Committee and SEK 68,750 to each of the other two other members of the Committee, and that remuneration of non-executive members of the Remuneration Committee be paid in an amount of SEK 125,000 to the Chairman of the Remuneration Committee and SEK 62,500 to each of the three other members of the Committee. The proposed fees for Board and committee work remain unchanged. The proposed director fees total SEK 3,287,500, which is SEK 300,000 higher than in the preceding year due to the temporary increase in the number of Board members from eight to nine. A fee may be paid as salary or by invoice. If the fee is invoiced, it will be adjusted for social-security contributions and value-added tax with the purpose of achieving complete cost neutrality for the company. It is proposed that remuneration of the auditor, during the auditor’s period in office, be paid on current account in return for an invoice approved by the company (Item 15).
The Nomination Committee proposes re-election of Chairman of the Board Anders Moberg and Board members Björn Haid, Urban Jansson, Cecilia Marlow, Edgar Rosenberger, Sanna Suvanto-Harsaae and Klas Balkow. Lottie Svedenstedt has declined reelection after nine years as a member of the Board. Kenneth Bengtsson and Katarina Sjögren Petrini are proposed as new Board members. It is proposed that Anders Moberg continue to serve as Chairman of the Board. The Nomination Committee proposes, following an implemented procurement and a recommendation from Clas Ohlson’s Board of Directors and Audit Committee, that Deloitte be appointed the company’s auditor for the period from the close of the 2013 AGM until the close of the 2014 AGM (Item 16).
Kenneth Bengtsson, born 1961, has been active in ICA for more than 30 years, including 11 years as Chief Executive Officer, which has provided him with solid knowledge of the retail sector. He is the Chairman of the Boards of Ahlsell and Suomen Lähikauppa Oy, Deputy Chairman of Ersta Hospital and the World Childhood Foundation and a board member of Mekonomen AB. Independent; number of shares in Clas Ohlson AB: 0.
Katarina Sjögren Petrini, born 1964, has worked in the Ticket Group since 1996, in such positions as CFO. Since 2006, she has been CEO of the Ticket Leisure Travel Group. She has long-standing experience of developing and integrating retail sales with online sales, thus creating an effective multi-channel strategy. She is Chairman of Ticket Leisure Travel Group, Arken Zoo Holding AB and the Association of Swedish Travel Agents and Tour Operators. Independent; number of shares in Clas Ohlson AB: 0.
Information regarding the other Board members proposed for reelection is available in the Annual Report and on Clas Ohlson’s website.
Item 17, The Board of Directors’ motion concerning adoption of guidelines for remuneration and other terms of employment for senior management
For the CEO and other members of senior management, the remuneration principles approved by the AGM of 8 September 2012 are applied. The Board of Directors proposes that corresponding principles be approved by the AGM to apply for the period until the close of the 2014 AGM.
The principles are to be applied to employment contracts signed after the AGM and apply to revisions of current employment contracts made after this date. Remuneration of the CEO is to be approved by the Board based on proposals by the Remuneration Committee. Remuneration of other senior management is to be determined by the Remuneration Committee based on proposals by the CEO.
The Board of Directors is of the opinion that the total remuneration package should consist of both basic and performance-based remuneration. The basic salary is to form the core of the total remuneration package. The performance-based remuneration is to represent a strong incentive for senior management to continue the development of the company, thus creating added value for the shareholders.
The general principles governing remuneration of senior management are to be based on the position held, individual performance, the Group’s financial results and the remuneration being competitive in the country of employment. The combined remuneration of senior management is to consist of basic salary, variable salary in the form of a short-term incentive based on annual performance objectives, long-term incentives based on multi-year performance, pension and other benefits. The principles also regulate the terms and conditions for termination of employment and for severance pay.
Clas Ohlson is to strive to offer a competitive total level of remuneration, with a focus on performance-based payments. This means that variable remuneration may comprise a significant portion of the total remuneration. The aim is for basic remuneration to be in line with the median of the comparable market, while total remuneration, when the company meets or exceeds its objectives, is to be in the upper quartile of the market.
The basic salary is to comprise the basis for total remuneration. The salary is to be related to the relevant market and reflect the extent of the responsibilities included in the position. The development of basic salary is to depend on how well work is performed and how well the employee develops his/her competencies to assume future work assignments involving greater responsibility. The basic salary is to be reviewed annually to ensure that it is market-based and competitive.
Variable remuneration (Short Term Incentive "STI")
In addition to basic salary, members of senior management will qualify for STI for performance that exceeds one or several predetermined performance levels during a financial year. The aim of the STI is to promote long-term value creation in the company. Clearly defined performance targets are to be decided annually by the Board or by individuals elected by the Board. The performance targets may be connected to operational, financial or personal results. Remuneration from the STI plan is to be subject to a ceiling, enabling Clas Ohlson to calculate maximum remuneration levels from the starting date. Insofar as performance does not match the lowest performance level, no STI will be paid. STI will depend on the position held and may not exceed 50 per cent of salary if the ceiling is achieved, which also represents the maximum outcome of STI. STI payment is also conditional upon the performance on which vesting is based being proved sustainable over time. The company is to be entitled to reclaim remuneration disbursed on the basis of information that later proves to be obviously incorrect.
The cost of the STI paid to senior management is estimated to range from SEK 0 to SEK 10.6 M. This amount includes the anticipated cost of social-security fees.
On an annual basis, the Board of Directors will evaluate whether a long-term incentive plan (for example based on shares or share price) is to be proposed to a general meeting or not. The Board proposes that the AGM approve a long-term incentive plan; see Item 18 below.
Pension agreements will, as a rule, be defined-contribution schemes and formulated in accordance with levels and practice applicable in the country in which the member of senior management is employed. The value of the benefit is to be in line with what is regarded as the norm for the country in question.
Other benefits may accrue in accordance with the terms applicable to the country in which the member of senior management is employed. However, such benefits may not constitute a major proportion of the total remuneration.
Period of notice and severance pay
Members of senior management will be offered terms in accordance with the legislation and practice applicable to the country in which the person concerned is employed. During the period of notice, the combined value of basic salary and severance pay may not exceed an amount corresponding to basic salary for two years. A member of senior management is to be prohibited from working in a competing business during the period of notice. In certain cases, based on the specific circumstances, the prohibition of competition in return for continued remuneration may be applied for a period following expiry of the period of notice. Such a prohibition of competition may apply for no longer than 24 months following expiry of the period of notice.
Authorisation of the Board to disregard the guidelines
The Board is entitled to disregard the guidelines adopted by the AGM if warranted in specific cases.
Previously approved but as yet unpaid remuneration
The main terms and conditions for remuneration of senior management in the current employment contracts are presented in Note 6 of the Annual Report for 2012/2013.
Item 18, The Board of Directors’ motion concerning adoption of a long-term incentive plan (“LTI 2014”)
Resolutions pursuant to this item, Item 18, are contingent on the AGM passing resolutions in accordance with the Board’s proposals under Item 19 below.
Summary of the plan
The Board of Directors proposes that the AGM resolve to adopt a long-term incentive plan (“LTI 2014”) subject primarily to conditions corresponding to those applying for LTI 2013, as adopted by the AGM of 8 September 2012. The purpose of the proposed incentive plan is to constitute part of the total remuneration package and to create conditions to retain and recruit skilled personnel in the Group. It is proposed that LTI 2014 encompass a maximum of 45 participants, comprising certain members of senior management and other key personnel regarded as having considerable potential to influence Clas Ohlson’s long-term development (“Participants”). Under LTI 2014, the Participants will acquire during the period of 1–10 May 2014 (the “Acquisition Period”) Class B shares in Clas Ohlson at a market value corresponding to at least 5 and a maximum of 10 per cent of their annual fixed salaries.
The private investment will subsequently be matched by the company allotting free of charge restricted share awards and performance-based employee stock options subject to the following principles. Options and share awards are to be allotted five days after the end of the Acquisition Period (the “Start Date”), after which a portion of the Participants’ remuneration will be dependent on Clas Ohlson AB’s long-term share price performance. A condition for the exercise of the share awards and employee stock options is that the Participant retains his/her invested shares and, with certain exceptions, remains employed from the Start Date up to and including 30 April 2017 (the “Qualification Period”). For each Class B share acquired by the employee within the framework of LTI 2014, the company will allot a share award plus a number of preliminary employee stock options. Matching will be based on the number of shares invested in by the Participant at the ordinary stock-market price prevailing when the shares are purchased. The scope of LTI 2014 may never exceed the number of shares indicated under the header, “Distribution,” below. Each share award entitles the holder to receive one Class B share in the company free of charge and each exercisable employee stock option entitles the holder to acquire one Class B share in the company (read more below under the header, “Employee stock options,”). The number of shares may be subject to recalculation due to such events as bonus issues, share splits and rights issues.
The following terms shall apply to share awards:
• Subject to certain exceptions, entitlement to Class B shares in the company is conditional upon the Participant having been continuously employed by the Clas Ohlson Group after the end of the Qualification Period and having retained his/her private investment in the shares (see above).
• Allotted free of charge.
• The share awards may be exercised as of 30 April 2017.
• The share awards do not provide entitlement to receive dividends on the underlying shares during the Qualification Period.
• May be issued by the company or other Group companies.
Employee stock options
The following terms will apply to employee stock options:
• Subject to certain exceptions, exercise of the options is conditional upon the Participant’s continued employment by the Clas Ohlson Group at the time of exercise, and the Participant having retained his/her private investment in the shares throughout the Qualification Period (see above).
• Allotted free of charge.
• Each exercisable employee stock option is to entitle the holder to acquire one Class B share in the company.
The acquisition price for the shares when the options are exercised is to correspond to 110 per cent of the volume-weighted average of the most recent price paid for Class B Clas Ohlson shares on the NASDAQ OMX Nordic Exchange during a period of 10 trading days prior to the first day of the Acquisition Period.
• The employee stock options will be exercisable as of 15 June 2017 up to 23 April 2021. When exercising the employee stock options, any rules concerning bans on trading must be observed, where applicable.
• The share awards do not provide entitlement to receive dividends on the underlying shares during the Qualification Period.
• May be issued by the company or other Group companies.
The number of employee stock options exercisable for the acquisition of shares depends on the number of Class B shares that the Participant has acquired and the fulfilment of certain goals, as established by the Board of Directors, for the company’s development, growth and earnings during the Qualification Period. The levels established are threshold, target and ceiling. The levels correspond to the following number of employee stock options:
− Threshold: five employee stock options/acquired Class B shares
− Target: 10 employee stock options/acquired Class B shares
− Ceiling: 15 employee stock options/acquired Class B shares
The maximum number of employee stock options that may be exercised is thus limited to 15 options per invested Class B share. Should the threshold level not be attained, no employee stock options will be allotted.
Design and management
The Board of Directors, or a special committee appointed by the Board, is to be responsible for the detailed design and management of the incentive plan within the framework of the conditions and guidelines stipulated. In this connection, the Board is to be entitled to make adjustments to fulfil specific rules or market conditions abroad. The Board of Directors is also to be entitled to make other adjustments should significant changes take place in the Clas Ohlson Group or its business environment that would entail that the approved conditions for matching and the opportunity to exercise share awards and employee stock options under the incentive plan are no longer practicable.
It is proposed that LTI 2014 consist of not more than 656,000 Class B shares (see the heading (“Scope and cost of the plan” below). LTI 2014 entails that the Participants acquire at market price Class B shares in Clas Ohlson AB at a value corresponding to at least 5 per cent and a maximum of 10 per cent of their basic annual salary during the Acquisition Period. Between the threshold and ceiling levels, employee stock options are to be vested straight line. No employee stock options are allotted if the threshold level is not achieved.
Should the share price decline to such an extent that Class B shares are acquired at a price resulting in LTI 2014 encompassing a number of shares that exceeds the scope proposed, allotment will be reduced proportionately in accordance with principles determined by the Board of Directors.
Scope and cost of the plan
Assuming a price of SEK 100 per Class B share that is acquired as a private investment within the framework of LTI 2014, it is estimated that the number of shares – at a maximum investment rate of 10 per cent, attainment of the ceiling and full exercise of share awards and employee stock options – will not exceed 1.0 per cent of the total number of shares. The corresponding figure at a 5 per cent investment is a maximum of 0.5 per cent of the total number of shares. In the event of an investment of 10 per cent and attainment of the ceiling, it is estimated that the number of shares will not exceed 0.4 per cent of the total number of shares. The corresponding figure at a 5 per cent investment is a maximum of 0.2 per cent of the total number of shares.
LTI 2014 will be recognised in accordance with IFRS 2 – Share-based Payment. IFRS 2 prescribes that share awards and employee stock options be expensed as a personnel cost across the Qualification Period. Based on prevailing market conditions and assuming that the dividend is unchanged (4.25) and that personnel turnover among nominated Participants is 5 per cent, the accounting cost as specified in IFRS 2 is estimated to amount to SEK 6.1 M on condition that the Participants have acquired shares in Clas Ohlson corresponding to 7.5 per cent of basic salary, that the share price at the date of acquisition is SEK 100 and that the performance targets have been achieved. If all Participants acquire shares for 10 per cent of their basic salary and the performance ceiling is achieved, the accounting cost as specified by IFRS 2 is expected to amount to SEK 10.6 M. The costs will be allocated across the three-year Qualification Period. Social security fees will be added and will depend on the share price trend and the attainment of performance targets.
The market value of performance-based employee stock options at the starting date was calculated at SEK 14.3 per option by Towers Watson AB in June 2013 using the binomial method. The present value of the options has been discounted using a five-year government bond yield of 1.30 per cent. The calculation has also taken into consideration the estimated time of use and anticipated dividends during the programme’s duration. The target price has been set at 110 per cent of the volume-weighted average price paid for the company’s Class B share as established on the NASDAQ OMX Stockholm AB over a period of 10 trading days prior to the start of the Acquisition Period.
The acquisition price of the shares when the options are exercised is to correspond to 110 per cent of the volume-weighted average of the most recent price paid for Class B Clas Ohlson shares on the NASDAQ OMX Nordic Exchange during a period of 10 trading days prior to the first day of the Acquisition Period.
A starting price of SEK 100 was used in the calculation. The final value will be calculated at the starting date of LTI 2014. The market value of the share awards – based on a share price corresponding to SEK 100 at the date of allocation and an annual dividend of SEK 4.25 – has also been estimated by Towers Watson AB to amount to SEK 87.50, whereby the fact that the present-value-calculated dividend is not to be paid to Participants during the Qualification Period has been taken into account.
LTI 2014 extends over a period of seven years in total. Assuming that the share price rises by 8 per cent annually, the future share price will amount to SEK 171, equal to a value increase of SEK 71 per share. If all participants invest 10 per cent of their basic annual salary and acquire Clas Ohlson shares at a market value corresponding to SEK 100 each and the performance ceiling is achieved, the value of the LTI 2014 programme is estimated to be SEK 42.9 M. Social security fees are estimated at SEK 13.5 M. Payment of future social security fees is covered by the proposed buyback programme (Item 19). During the same period, it is estimated that the market value of the company will have increased by SEK 4.6 billion (share price increase of SEK 71 per share * 65.6 million shares). Should the share price increase by 4 per cent annually, the value is expected to amount to SEK 17.9 M provided that the maximum investment has been made and the performance ceiling achieved. Social security fees are estimated at SEK 5.6 M. Based on this assumption, the market value of the company will have increased by SEK 2.1 billion.
The Board proposes a buyback programme (Item 19 of the Notification of the AGM) in order to provide the company with the opportunity to transfer treasury shares to the Participants, as described above, and to also use repurchased shares to ensure sufficient liquidity for the payment of future social security expenses associated with proposed and implemented incentive plans. The administrative work required for handling the programme must be reasonable in relation to the programme’s design and scope and be subject to approval by the Board of Directors. Since it is not intended to issue any new shares as a result of the programme, the company’s registered share capital and voting rights will not be subject to dilution.
Reasons for the motion
The purpose of the proposed incentive plan is to create potential to retain and recruit competent personnel to the Group. LTI 2014 has been designed because it is considered desirable that in future the Participants will become shareholders of Clas Ohlson to a greater extent than today, which is expected to have a positive impact on their long-term work performance. By linking the Participants’ remuneration to the company’s earnings and value trend, continued loyalty to the company will be rewarded and thus long-term value growth in the company will be facilitated. LTI 2014 has also been designed to ensure that the remuneration paid to the Participants will be competitive in comparison with other comparable companies in the industry. Against this background, the Board believes that the introduction of LTI 2014 will have a positive effect on the Clas Ohlson Group’s development and that LTI 2014 is thus beneficial to both shareholders and the company.
Drafting of the matter
Pursuant to guidelines set out by the Remuneration Committee, the incentive plan has been drafted by the management of Clas Ohlson AB in consultation with external advisors. The incentive plan was addressed at Board meetings during the spring and summer of 2013.
Other outstanding incentive plans
A summary of the company’s other incentive plans is presented in Note 6 of the 2012/13 Annual Report and on the company’s website. Apart from the described plans, there are no other incentive plans in the company.
To be valid, AGM resolutions in accordance with Item 18 the Notification of the AGM must be supported by shareholders representing at least half of the votes cast at the AGM. Resolutions in accordance with Item 18 of the Notification of the AGM are also conditional upon the AGM passing a resolution in accordance with the Board of Directors’ motion under Item 19 of the Notification of the AGM.
Item 19 – The Board of Directors’ motion concerning a resolution authorising the Board of Directors to make decisions on the company’s acquisition of treasury shares and motion concerning a resolution to transfer treasury shares
The Board of Directors’ motion in accordance with this Item 19 is conditional upon the AGM first passing resolutions in accordance with Item 18 above.
A. Acquisition of treasury shares
The Board of Directors proposes that the AGM resolve to authorise the Board, during the period up to the next AGM, to make decisions concerning the company’s acquisition of shares in the company as follows.
• A maximum of 862,000 Class B shares may be acquired.
• The shares must be acquired on NASDAQ OMX Stockholm AB.
• Shares obtained through trading on NASDAQ OMX Stockholm AB may only be acquired at a price per share that at every point of time is within the registered span of share prices.
• Payment for the shares must be made in cash.
Acquisitions may occur to safeguard the company’s commitments (including social security fees) resulting from the proposed and approved incentive plan.
B. Transfer of treasury shares
The Board of Directors proposes that the AGM resolve upon a transfer of shares in the company as follows.
• A maximum of 656,000 Class B shares may be transferred.
• Entitlement to receive shares is to accrue to the Participants, with each Participant entitled to receive at most the number of shares that result from the conditions for LTI 2014.
• The Participants will be entitled to exercise their right to acquire shares no earlier than 15 June 2017 and no later than 23 April 2021.
• The Participants’ entitlement to receive shares is subject to fulfilment of all of the conditions established for the plan.
• Transfer of share awards issued in accordance with LTI 2014 will occur free of charge.
• Transfer of shares based on employee stock options issued in accordance with LTI 2014 will occur at a price corresponding to 110 per cent of the volume-weighted average price paid for the company’s Class B share as established on NASDAQ OMX Stockholm AB over a period of 10 trading days prior to the start of the Acquisition Period.
• In accordance with the terms and conditions for the plan, the number of shares that may be subject to transfer under LTI 2014 may have to be recalculated due to such events as bonus issues, splits and rights issues.
• Payment for acquired shares must be made no earlier than 15 June 2017 and no later than 11 May 2021.
The transfer of treasury shares and the reason for disapplying the shareholders’ pre-emptive rights are a feature of the incentive plan proposed under Item 18.
Shareholders’ right to request information
At the AGM, should the Board of Directors deem it possible without occasioning material damage to the company, shareholders of the company are entitled to request information concerning matters that could impact upon the assessment of an item on the agenda or the financial position of the company, including any subsidiaries, (i.e. the right to request information pursuant to Chapter 7, Section 32 of the Swedish Company’s Act).
To be valid, resolutions by the AGM in accordance with Item 19 A above must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the AGM. To be valid, resolutions by the AGM in accordance with Item 19 B above must be supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the AGM.
The Nomination Committee’s complete proposals concerning resolutions under Items 2, 14-16 and the Board of Directors’ complete motions concerning resolutions under Items 12 and 17-19 are presented above.
The accounting documentation and audit report pertaining to the 2012/2013 financial year, the Board of Directors’ statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act concerning the distribution of profits and in accordance with Chapter 19, Section 22 of the Swedish Companies Act concerning authorisation for the acquisition of treasury shares, as well as the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act concerning guidelines for remuneration of senior management will be made available at the company no later than 16 August 2013 and will also be sent by post to shareholders who provide their postal address.
Clas Ohlson AB (publ)
Board of Directors