Nomination Committee's proposals for the 2012 Annual General Meeting
Dannemora Mineral AB's Nomination Committee, which comprises Lennart Falk (Board member and Chairman of the Nomination Committee), Alexander Shaps (appointed by Shaps Capital AB), Per-Uno Sandberg, Michael Rosenlew (appointed by Mikaros AB) samt Nils Bernhard (Chairman of the Board), has announced to the Company that it will submit the following proposals to the Annual General Meeting on 8 May 2012.
Election of the Board
It is proposed that the following members be re-elected: Nils Bernhard, Nils Sandstedt, Lennart Falk, Christer Lindberg, Stefan Månsson and Robert Eek. Niklas Nordström has declined re-election. It is proposed that Jarmo Tonteri be elected as a new member to the Board.
Jarmo Tonteri is a Finnish citizen and was born in 1952. He holds a Master of Technology from the Helsinki University of Technology and a Master of Economics from the Helsinki School of Economics. He has more than 30 years' experience in the metal industry and 20 years' experience in the steel industry. Tonteri has worked in Finland, the USA and Sweden. He held various managerial positions for the Rautaruuki Corporation's Swedish organisation. He was the Managing Director of Ovako between 2005 and 2010. Since 2011 he has been the Executive Vice President of Outokumpu Stainless Steel and is a member of the company's Executive Committee.
It is proposed that Nils Bernhard be re-elected as the Chairman.
Fees for the Board and the auditors
The following fees are proposed: SEK 300,000 for the Chairman and SEK 100,000 to each of the Board members. It is also proposed that the Board is granted SEK 600,000 as a fee for the Deputy Chairman and for committee work, making a total of SEK 1,500,000.
It is proposed that the fees to the auditors be paid in accordance with an approved invoice.
Chair of the Annual General Meeting
It is proposed that the Chairman of the Board, Nils Bernhard, be the Chairman of the Annual General Meeting (AGM).
Nomination process prior to the 2013 Annual General Meeting
It is proposed that the same procedure be used as for this year's AGM. The company shall have a nomination committee comprising one representative from each of the four largest shareholders (in votes) and the Chair (convener). If the Chair is one of the four principal shareholders, the nomination committee shall consist of a representative from each of the five largest shareholders, including the Chair. When constituting the nomination committee, the largest shareholders shall be determined on the basis of data from Euroclear Sweden AB and Verdepapirsentralen ASA on the last banking business day of September 2012. The members of the committee shall be announced as soon as the committee has been appointed. The nomination committee shall appoint a Chair from among its members. The nomination committee's term of office extends until the next committee is appointed.
The nomination committee shall prepare and present recommendations on the following: Chair of the AGM, number of Board members, fees paid to individual Board members, composition of the Board and its Chair, election of auditors (if applicable), auditors' fees, proposed rules for the appointment of a nomination committee prior to the AGM 2014, and the committee's duties.
If a member leaves the committee before its work is completed, another representative may be appointed by the same shareholder if the committee so deems necessary. If a shareholder represented on the committee significantly reduces its shareholding in the company, the member may resign and, if the nomination committee considers it appropriate, the shareholder next in line in terms of size shall appoint a representative. If there are any other substantial changes in the ownership structure before the nomination committee has completed its tasks, it shall, if the committee so decides, be possible to change the composition of the committee in any way the committee finds appropriate.