Notice of Annual General Meeting of Shareholders in Enea AB (publ)
The shareholders in Enea AB (publ), corp. id. no. 556209-7146, (the ”Company”), are hereby invited to attend the annual general meeting (“AGM”) to be held on Wednesday April 10, 2013, at 4 p.m. at Kista Science Tower, Färögatan 33, Kista (room ”Sears Tower”). Registration starts at 3 p.m.
Notice of attendance
Shareholders who wish to attend the AGM must be recorded as shareholder in the share register maintained by Euroclear Sweden AB no later than Thursday April 4, 2013 and notify the Company no later than 5 p.m on Thursday April 4, 2013. Notice of attendance can be given by post to Enea AB (publ), P.O. Box 1033, 164 21 Kista, by telephone +46 8 507 144 85 or by e-mail to firstname.lastname@example.org. Notice of attendance shall contain name, personal- or corporate identification number, number of represented shares, address, telephone no. and assistant, if any, (no more than 2).
Shareholders represented by proxy shall issue a dated proxy. The proxy may be valid for a maximum of five years if so has been specifically stated. If no term of validity is stated, the proxy is valid for one year. The proxy shall be submitted to the Company well ahead of the AGM to the address stated above. Proxies issued by a legal entity must be accompanied by an attested copy of the entity’s registration certificate. The registration certificate must not be older than one year. A proxy form will be kept available at the Company’s website www.enea.com/agm and will also be sent to shareholders who so request and state their address.
In order to be entitled to attend the AGM, shareholder having shares registered in the name of a nominee must request the nominee to temporarily, and by no later than Thursday April 4, 2013, have the shares re-registered in the share register in their own name. The shareholder shall inform the nominee to that effect well in advance.
Proposed agenda of the AGM
- Opening of the meeting
- Election of chairman of the AGM
- Preparation and approval of the voting list
- Approval of the agenda of the AGM
- Election of one or two persons to verify the minutes and count votes (tellers)
- Determination as to whether the AGM has been properly convened
- Presentation by the managing director
- Presentation of the annual report, the consolidated accounts, the auditors’ report and the auditors’ report on the consolidated accounts
- Resolutions regarding
a) adoption of the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet
b) the appropriation of the Company’s profit or loss in accordance with the adopted balance sheet
c) discharge of liability for the members of the board of directors and the managing director
- Determination of the number of board members and deputy members and the number of auditors and deputy auditors
- Determination of the fees to the board members and the auditors
- Election of
a) members of the board of directors
b) chairman of the board
- Resolution on the procedure on appointment of the members of the nominating committee
- The board’s proposition on authorization for the board to acquire and transfer treasury shares
- The board’s proposition on guidelines for remuneration to senior management
- The board’s proposition on authorization for the board to issue new shares for share or business acquisitions
- The board’s proposition regarding reduction of the share capital and a corresponding “bonus issue” increase of the share capital (cancellation)
- The board’s proposition to reduce the statutory reserve fund
- The board’s proposition to make a share split, redemption of shares and a corresponding “bonus issue” increase of the share capital
- Closing of the AGM
The board’s proposition on the appropriation the Company’s profit or loss (item 9 b)
The board proposes that there will be no dividend distributed to the shareholders regarding the financial year 2012. The board instead proposed a redemption program as stated under item 19 of the agenda.
Proposition by the nomination committee (NC) (item 2 and 10-13)
The following persons serve on the nomination committee for the AGM 2013; Per Lindberg, Sverre Bergland (DnB Nor), Robert Andersson (Limhamn Förvaltning AB) and Anders Skarin (chairman of the board in Enea AB). The NC has appointed Per Lindberg as its chairman. The propositions by the NC are supported by shareholders representing approx. 29 per cent of the votes.
The NC proposes that Anders Skarin is appointed to chair the AGM 2013.
The NC proposes that the board shall consist of six ordinary members elected by the general meeting without any deputy members and that one auditor is appointed.
According to NC’s proposition, the remuneration to the board shall be a total of SEK 1 600 000 to be allocated with SEK 420 000 to the chairman and SEK 200 000 to the rest of the members elected by the general meeting. The VC also proposes that SEK 180,000 shall be allocated amongst the board members due to contribution and activity in committee work. The NC proposes that the auditor shall receive reasonable compensation as per invoice.
The NC proposes re-election of Åsa Landén Ericsson, Kjell Duveblad, Mats Lindoff, Robert W Andersson and Torbjörn Nilsson as members of the board and Anders Skarin as chairman of the board.
The NC proposes re-election of Öhrlings PricewaterhouseCoopers AB, with the certified accountant Nicklas Renström as mainly responsible for the time being, as auditor for the period until the next AGM.
The NC proposes that a new NC shall consist of representatives of two of the largest shareholders as well as the chairman of the board. The NC may, however, also consist of representatives of three or four of the largest shareholders as well as the chairman of the board, if the chairman of the board notices such an interest amongst the largest shareholders in connection with the formation of the NC. The chairman of the board is assigned to contact the four largest (according to number of votes) shareholders per August 31, 2013 and request them to each appoint a member of the NC. If such shareholder does not wish to appoint a member, additional shareholders (according to number of votes) will be requested to appoint a member of the NC. A shareholder representative should be appointed chairman of the NC. The names of the NC members shall be published in the Company’s third quarterly interim report. The period of mandate for the appointed NC shall run until the next NC has been appointed. If a substantial change occurs in the shareholder structure following the constitution of the NC, the NC shall be adjusted in accordance with the principles above. The NC shall prepare and make propositions to the AGM regarding election of the chairman of the AGM, election of the chairman of the board as well as other members of the board, remuneration for the board divided between the chairman and the other members as well as the principles for remuneration, if any, for work in committees, election and compensation of auditors and deputy auditors (if any) and principles for appointment of a new nomination committee. The NC shall have the right to charge the Company with costs for e.g. recruitment consultants and other costs that may arise in order for the NC to carry out its assignment.
The board’s proposition on an authorization for the board to acquire and transfer treasury shares (item 14)
The board proposes that the AGM authorizes the board to acquire and transfer treasury shares according to the following. Acquisitions of shares may only be made on Nasdaq OMX Stockholm (the ”Marketplace”) or in accordance with an offer to all shareholders in the company. Acquisition may only be made of such amount of shares that the Company’s holding of treasury shares at each time does not supersede ten per cent of all shares in the Company. Transfer of shares may be made in other ways than on the Marketplace, including a right to deviate from the shareholders preferential rights and that payment may be made by other means than by cash. A maximum of ten per cent of the total number of the shares in the Company may be transferred. The authorization stated above may be utilized on one or several occasions up until the annual general meeting 2014. Acquisitions of shares on the Marketplace may only be made at a price within the registered price interval at the Marketplace. Transfer of shares in connection with acquisitions of businesses may be made at a market price estimated by the board.
The purpose of the authorization above to acquire and transfer shares is to continuously be able to adjust the capital structure of Enea AB to the capital needs of Enea AB, to enable financing, in whole or in part, in connection with acquisitions of businesses and for securing available shares in the proposed employee stock purchase plan.
Decisions following this item on the agenda require support of shareholders representing at least 2/3 of both cast votes as well as the shares represented at the meeting.
The board’s proposition on guidelines for remuneration to senior management (item 15)
Remuneration to the chairman of the board and other members of the board is paid in accordance with the resolution by the AGM. The employee representative is not granted remuneration. Remuneration for the managing director is decided by the chairman of the board and other board members following a proposition by the remuneration committee. Guidelines for remuneration to senior management are established by the AGM. Market rate terms for salaries and other employment terms is applied to the group management. In addition to fixed yearly salaries, the group management will also receive variable salaries, which are limited and based on the earning trend compared to fixed targets. Remuneration to certain senior managers within the Enea group of companies may also be paid by way of share related compensation.
Other senior managers in Sweden, excluding the managing director, have pension agreements that fall within the ITP-plan with a stipulated retirement age of 65 and pension premiums related to the salary of the employee. Pension premiums will be paid regularly.
For all other senior management, excluding the managing director, a notice period of 3-12 months applies.
The board reserves the right to deviate from the proposed guidelines, if there in a specific case are particular reasons at hand.
The board’s proposition on authorization for the board to issue new shares for share or business acquisitions (item 16)
The board proposes that the AGM authorizes the board for the time period until the AGM 2014, at one or several occasions, to resolve on new share issues with deviation from the shareholders preferential rights and stipulating payment in kind or other conditions set out in chapter 13 section 5 first paragraph item 6 of the Swedish Companies Act and that the board may set the general terms of such new share resolutions. The authorization will however not comprise a right for the board to issue shares against cash payment and with deviation from the shareholders preferential rights. The issue price shall, however, be based on market practice and may at most equal ten per cent of the number of outstanding shares on the day of this notice.
The reason for the deviation from the shareholders’ preferential rights and the right to decide on payment in kind or other conditions stipulated in the Swedish Companies Act is to enable the Company to issue shares in order to acquire shares or businesses.
Decisions following this item on the agenda require support of shareholders representing at least 2/3 of both cast votes as well as the shares represented at the meeting.
The board’s proposition regarding reduction of the share capital and a corresponding “bonus issue” increase of the share capital (item 17)
The Company currently holds a total of 1 178 276 shares, of which 573 663 shares have been allocated as hedging for previously resolved employee stock purchase plans. The board proposes that the AGM resolves to cancel the remaining shares, re-purchased based on previous re-purchase authorization, by reducing the share capital of the Company by approx. SEK 628 464.02 through a cancellation of a total of 604 613 shares, without repayment, for transfer to the Company’s non-restricted reserve.
In order to achieve a time efficient cancellation procedure without the need for permission by the Swedish Companies’ Registration Office or an ordinary court of law, the board proposes that the AGM resolves to restore the Company’s share capital to its original amount by increasing the share capital with approx. SEK 628 464.02 by means of a bonus issue without issuing new shares by transferring the amount of issue from the Company’s non-restricted reserve to the Company’s share capital.
The board’s proposition to reduce the statutory reserve fund (item 18)
The board proposes that the AGM resolves to reduce the Company’s statutory reserve fund with a total of SEK 280 610 402. From this amount, a maximum amount of SEK 51 163 434 shall be used within the redemption programme according to item 19. The remaining amount shall be transferred to the Company’s non-restricted reserve.
The reason for the proposal is thus partly that the Company shall be able to conduct an automatic redemption programme according to item 19, and partly to obtain increased financial flexibility in the Company’s balance sheet.
Decision following this item on the agenda is together with item 19 to be made as one single resolution. The execution is further to be conditioned by permission from the Swedish Companies’ Registration Office, or in case of dispute, the permission from an ordinary court of law.
The board’s proposition to make a share split, redemption of shares and a corresponding “bonus issue” increase of the share capital (item 19)
The board proposes that the AGM resolves to execute an automatic redemption programme in accordance with the following proposal. All resolutions are proposed to be conditioned by each other as well as item 18, and to be adopted as one single resolution. The execution of all resolutions shall further be conditioned by permission from the Swedish Companies’ Registration Office. A valid decision requires approval of shareholders representing at least two‐thirds of both the votes cast and the shares represented at the AGM.
I. Decision to execute a share split
The board proposes that the AGM resolves to execute a share split, whereby each share in the Company is to be divided into two shares. One of these shares will be a so-called redemption share.
II. Decision to reduce the share capital by automatic redemption of shares
The board proposes that the AGM resolves to reduce the Company’s share capital by SEK 9 177 857 by way of redemption of the redemption shares, i.e. a total of 17 054 478 shares, for repayment to the shareholders. The consideration for each redemption share shall be SEK 3. Redemption of treasury shares held by the Company will be without consideration.
III. Decision to increase the share capital by way of a bonus issue
In order to restore the share capital to its original amount, the board proposes an increase of the share capital with SEK 9 177 857 without issuing any new shares by transfer of the issue amount from the company’s statutory reserve fund to the company’s share capital.
Record days etc.
The board proposes that the AGM resolves to authorize the board to set the record day for the share split and redemption respectively as well as the period for trading of redemption shares.
The total amount of shares and votes in the Company at the time of the issuance of this notice is 17 659 091 of which the Company has re-purchased and holds 1 178 276 treasury shares.
The shareholders are reminded of their right to request information from the board and the managing director in accordance with chapter 7 section 32 of the Swedish Companies Act.
The managing director is with full right of substitution proposed to be authorized to make necessary and small adjustments in order to enable registration of the resolutions at the Swedish Companies’ Registration Office.
The annual report and the auditor’s report, a compilation of the proposed board members’ other engagements as well as the board’s complete proposals and other documentation will be available at the Company no later than three weeks prior to the AGM. The documents will also be available at www.enea.com/agm . Copies of the documents will be sent by post to shareholders requesting so and stating their postal address and will also be available at the AGM.
Kista, March 2013
Enea AB (publ)
This English version is an unofficial translation. In case of discrepancies the Swedish version of this document shall prevail.
For more information, contact
Anders Lidbeck, President & CEO
Catharina Paulcén, SVP Marketing & Communications
Phone: +46 709-714133
Enea is a global vendor of Linux and Real-time operating system solutions including middleware, tools, protocols and services. The company is a world leader in developing software platforms for communication-driven products in multiple verticals, with extreme demands on high-availability and performance. Enea’s expertise in operating systems and high availability middleware shortens development cycles, brings down product costs and increases system reliability. The company’s vertical solutions cover telecom handsets and infrastructure, medtech, automotive and mil/aero. Enea has offices in Europe, North America and Asia, and is listed on NASDAQ OMX Nordic Exchange Stockholm AB. For more information please visit enea.com or contact us at email@example.com.
Enea®, Enea OSE®, Netbricks®, Polyhedra® and Zealcore® are registered trademarks of Enea AB and its subsidiaries. Enea OSE®ck, Enea OSE® Epsilon, Enea® Element, Enea® Optima, Enea® Optima Log Analyzer, Enea® Black Box Recorder, Enea® LINX, Enea® Accelerator, Polyhedra® Lite, Enea® dSPEED Platform, Enea® System Manager and Embedded for Leaders(TM) are unregistered trademarks of Enea AB or its subsidiaries. Any other company, product or service names mentioned above are the registered or unregistered trademarks of their respective owner. © Enea AB 2013.