NOTICE OF ANNUAL GENERAL MEETING AB GEVEKO
Shareholders in AB Geveko (plc) (Reg.no.: 556024-6844) are herewith notified that the company’s Annual General Meeting will be held at 4.30 p.m. on Thursday 25 April 2013 at the Elite Park Avenue Hotel, Kungsportsavenyn 36-38, Göteborg, Sweden.
Shareholders who wish to take part in the Annual General Meeting (AGM)
- shall be registered as such in the register of shareholders maintained by Euroclear
Sweden AB by no later than 19 April 2013, and
- shall notify the company of their intention to participate by no later than 22 April 2013.
The notification of intention to participate can be sent in writing to the company at
AB Geveko, Box 2137, SE-403 13 Göteborg, Sweden, by phoning +46 31 17 29 45, by faxing
+46 31 711 88 66, or by emailing email@example.com. Shareholders bringing assistants shall state how many.
Shareholders whose shares are registered in nominee names through their bank’s trust department or a brokerage must have their shares temporarily re-registered in their own name in order to be entitled to participate in the AGM. Such temporary re-registration (for entitlement to vote) should be arranged well in advance of 19 April 2013 with the bank or brokerage in whose name the shares are registered.
Shareholders who are represented by proxies shall provide a proxy form for the person in question. If the proxy form is issued by a juridical person a verified copy of the said person’s certificate of registration shall be enclosed. The proxy must not be more than one year old. Originals of proxy forms and certificates of registration, if any, should reach AB Geveko well in advance of the AGM. Proxy form is available at www.geveko.se.
- Opening of Annual General Meeting.
- Election of chairman of the Meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of two adjusters to check and approve the minutes together with the chairman.
- Resolution concerning the due convening of the Meeting.
- a) Presentation of annual report and audit report for 2012 and of the consolidated financial statements and the audit report on the consolidated financial statements for 2012.
b) Managing Director’s review of the business and questions, if any, from shareholders for the company’s Board and senior management.
c) Account by the chairman of the Board of the activities of the Board and its committees during the year under review.
- Decisions on
a) adoption of profit and loss account and balance sheet and consolidated profit and loss account and consolidated balance sheet;
b) proposed treatment of unappropriated earnings as stated in the adopted balance sheet, and determination of date of record for entitlement to dividend;
c) discharge of the members of the Board and the managing director from liability.
- Report by Nomination Committee on its activities.
- Decision on number of Board members.
- Decision on fees for the Board and auditors.
- Election of members and election of chairman of the Board
- Election of auditors and/or authorised public accounting firm.
- Decision on Nomination Committee for the period until the 2014 AGM
a) Nomination Committee’s mandate
b) number of members
c) fees and defrayal of costs
d) election of members
- Decision on guidelines for salary and other remuneration to the company’s senior management.
- Amendment of the Articles of Association.
- Resolution regarding repurchase of own shares.
Proposals for decision
The Nomination Committee proposes that Finn Johnsson be elected to chair the Meeting.
Proposed treatment of unappropriated earnings.
The Board proposes that a dividend of SKr 0:- be paid for the 2012 financial year
The Nomination Committee has submitted the following proposals with regard to Items 10-13:
That the Board shall consist of seven members.
That a fee of SKr 400,000 shall be paid to the chairman of the Board and that each member shall receive SKr 150,000.
That a fee of SKr 3,000 per meeting shall be paid for committee activities.
That the auditors will be paid in accordance with existing agreement and on the basis of approved invoices.
That David Bergendahl, Klas Dunberger, Finn Johnsson, Åsa Söderström Jerring, Eva Kaijser, Christer Simrén and Stefan Tilk be re-elected to the Board.
That Finn Johnsson be elected chairman of the Board.
That the authorised public accounting company PwC is elected auditor with authorised accountant Bror Frid as auditor in charge for the financial year 2013.
Shareholders representing more than 50% of the voting rights in the company propose that the AGM elect a Nomination Committee in accordance with the following:
a) mandate of Nomination Committee
- to submit nomination for election of chairman of the Annual General Meeting,
- to submit proposal regarding the number of Board members,
- to submit proposal for decision on Board fee,
- to submit nominations for election of chairman and other members of the Board,
- to submit proposal for decision on auditors’ fee,
- to submit proposals for election of auditors in relevant years.
b) the Nomination Committee shall have three members.
c) the chairman shall receive a fee of SKr 60,000 and each of the other members shall receive a fee of SKr 40,000. Over and above this, the Nomination Committee shall be entitled, whenever necessary, to engage outside consultants who shall receive a fee from the company on the basis of approved invoices.
d) it is proposed that Magnus Ergel be elected chairman of the Nomination Committee and that Finn Johnsson and Tomas Landeström be elected members.
The Board proposes that the following guidelines for the remuneration of the company’s management be adopted. Guidelines for salaries and other remuneration, as well as other conditions of employment, for company management primarily require the company to endeavour to offer its senior management personnel remuneration on a market level. Following proposals from the Remuneration Committee, the remuneration shall be decided on by the Board. The criteria for their decision shall be based on the importance of the duties, competence requirements, experience and performance.
The remuneration shall consist of the following components: fixed basic salary, variable pay component, pension benefits, other benefits and severance conditions. The variable component shall be no more than 50% for CEO and 40% for senior management personnel of the fixed annual salary and is based on the result achieved in relation to agreed targets and on individual performance.
Basic pension benefit consists of the ITP Plan. This is complemented by a defined premium pension plan. All in all, the total cost shall not exceed 36% of the annual salary. Retirement age shall be 65. The Board is entitled to deviate from these guidelines in individual cases should there be special reason to do so. Salary during notice of termination and severance pay for a senior management employee together shall not exceed 24 months’ salary.
The Board proposes that the wording of the Articles of Association be amended.
The Board’s proposal for the adoption of new articles of association:
The Board proposes that the general meeting adopts new articles of association mainly for the purpose of removing articles that follow from law such as times for the convocation of meetings, entitlement to vote for the entire number of shares represented, the manner of voting, the method for the election of a chairman for a general meeting, that minutes shall be kept and approved from meetings of the Board and that annual accounts shall be produced. Further the Board proposes that the objects of the company are changed in order to better align those with the company’s business, that the company shall have one or at the most two auditors and at the most two deputy auditors and that shareholders who wish to be joined by counsel (not more than two) at a general meeting, must notify this to the company.
In addition the Board proposes new articles regarding the attendance of third parties at a general meeting, the collection of proxies at the expense of the company and the place for the general meeting. Headings are proposed for each article. Throughout there are some adjustments as regards language.
The Board’s proposal is substantially as follows:
- § 1 is proposed to be changed to “The company’s name is Aktiebolaget Geveko (publ).“
- § 2 is proposed to be changed to “The company’s registered office shall be situated in Gothenburg, Sweden.”
- § 3 is proposed to be changed to “The object of the company’s business is, directly or indirectly, to own and manage shares in subsidiaries within road safety and any other therewith related business.”
- § 4 is proposed to be changed to have the same wording as § 2 in the existing articles of association.
- § 5 is proposed to be changed to “The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).”
- § 6 is proposed to be changed to “The company’s financial year shall be the calendar year”
- § 7 is proposed to be changed to “The board of directors elected by the shareholders’ meeting shall consist of not less than five (5) members and not more than nine (9) members without deputy members”
- § 8 is proposed to be changed to “The company shall have one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. An authorised public accountant or a registered public accounting firm shall be elected as auditor and, when applicable, deputy auditor.”
- § 9 is proposed to be changed to “Notices of shareholders’ meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s website. Information about the notice shall be published in Svenska Dagbladet or any other national daily newspaper.”
- § 10 is proposed to be changed to “A shareholder, who wants to participate in a shareholders’ meeting must notify the company not later than 3.00 pm (CET) on the day specified in the notice of the meeting. The day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by counsel (not more than two) at the shareholders’ meeting the number of counsel must be stated in the notice of participation.”
- § 11 is proposed to be changed to “The board of directors may decide that persons, who are not shareholders in the company, shall, on the terms and conditions determined by the board, have the right to attend or in another way observe the proceedings at the shareholders’ meeting.”
- § 12 is proposed to be changed to “The board of directors may collect proxies at the expense of the company in accordance with the procedure described in chapter 7 section 4, second paragraph of the Swedish Companies Act.”
- § 13 is proposed to be changed to “Shareholders’ meetings shall be held in Gothenburg.”
- § 14 is proposed to be changed to “The following items shall be addressed at annual shareholders’ meetings:
1. election of a chairman of the meeting;
2. preparation and approval of the voting list;
3. approval of the agenda;
4. election of one or two persons who shall approve the minutes of the meeting;
5. determination of whether the meeting was duly convened;
6. submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
7. resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
8. resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
9. resolutions regarding discharge of the members of the board of directors and the managing director from liability;
10. determination of the number of members of the board of directors and, where applicable, the number of auditors and deputy auditors;
11. determination of fees for members of the board of directors and auditors;
12. election of the members of the board of directors and, where applicable, auditors and deputy auditors;
13. other matters, which are set out in the Swedish Companies Act or the company’s articles of association.”
The Board’s proposal for the introduction of an employee option program, which was decided by the Annual General Meeting April 26, 2012, is based on the acquisition of the shares required to be provided to the participants in the program, that is, for the Company to execute its obligation of provision of shares, through repurchase of the Company’s own shares in the market. Consequently, the implementation of the program is dependent on the annual meeting of shareholders resolving on such repurchase of own shares.
The Board of Directors therefore proposes that the annual meeting of shareholders authorise the Board to repurchase the Company’s own shares according to the following:
1) Shares may, on the basis of such authorisation, be acquired on NasdaqOMXNordic or another regulated market on which the Company’s shares are traded.
2) Such authorisation may be utilised during the period up to and including the annual meeting of shareholders of the Company following the annual meeting at which the authorisation is resolved upon.
3) The maximum number of shares which can be acquired on the basis of this authorisation amounts to 300,000.
4) Shares may be acquired, on the basis of this authorisation, at a price equivalent to, at a minimum, 90, and, at a maximum, 110 percent of the listed price paid at the time of acquisition.
As stated above, the purpose of the repurchase is to ensure that the Company has the delivery capacity to execute its obligations and deliver the shares to the participants in the employee option program.
Transfer of own shares
The Annual General Meeting April 26, 2012 authorised that the abovementioned shares are transferred to the participants in the programme according to the employee option program which was resolved at the Annual General Meeting 2012.
For a decision regarding this matter, there is a requirement of representation of at least two thirds of the shareholders in terms of both the number of votes as well as the number of shareholders.
Number of shares and votes
The total number of shares in issue are 16 878 132, of which 2 880 000 are Series “A” shares and 13,998,132 are Series “B” shares. Each Series “A” share carry one vote and each “B” share 1/10th of a vote.
A complete description of the Board’s proposal of the Articles of association is available at the company’s head office and will be provided on the company’s website, www.geveko.se. Copies will be sent to shareholders via post on request.
The annual report and the audit report for the 2012 financial year will be made available at the company’s head office with effect from 26 March 2013. The annual report can also be uploaded on the company’s website: www.geveko.se. Copies of the printed annual report will be available at the Annual General Meeting. The Nomination Committee’s proposals for submission to the Annual General Meeting are available on the company’s website and will be sent to those shareholders who so request.
Annual General Meeting programme
3.30 p.m. Doors open
4.30 p.m. AGM opens
Göteborg, Sweden, March 2013
AB GEVEKO (plc) Board