Notice of the Extraordinary General Meeting
Notice is given to the Shareholders of Svenska Cellulosa Aktiebolaget SCA (”SCA”) on an Extraordinary General Meeting of Shareholders to be held on Wednesday 17 May 2017, at 12 p.m. at Hotell Södra Berget, Södra Stadsberget 1, Sundsvall, Sweden (registration from 10.30).
Notification of attendance
Shareholders who wish to attend the extraordinary general meeting must
- be listed in the shareholders’ register maintained by Euroclear Sweden AB on Thursday, 11 May 2017, and
- give notice of their intention to attend the meeting no later than Thursday, 11 May 2017.
Notification may be given in any of the following manners:
- by telephone +46 8 402 90 59, weekdays between 8 a.m. and 5 p.m.
- on the company website www.sca.com
- by mail to Svenska Cellulosa Aktiebolaget SCA, Group Function Legal Affairs, P.O. Box 200, SE-101 23 Stockholm, Sweden.
In addition to notification, shareholders who have their shares registered through a bank or other nominee must request to be entered into the share register by Thursday, 11 May 2017, in order to be entitled to attend the meeting. Such registration may be temporary. In such cases, the shareholder should instruct the nominee of this well in advance of Thursday, 11 May 2017.
Name, personal identity number/corporate registration number, address and telephone number, and accompanying persons, if any, should be stated when notification is given. Shareholders represented by proxy should deliver a proxy in the original to the company prior to the extraordinary general meeting. Proxy forms are available upon request and on the company website www.sca.com. Anyone representing a corporate entity must present a copy of the registration certificate, not older than one year, or equivalent authorization document, listing the authorized signatories.
1. Opening of the meeting and election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Election of two persons to check the minutes.
4. Determination of whether the meeting has been duly convened.
5. Approval of the agenda.
6. Resolution on the number of directors and deputy directors.
7. Resolution on the remuneration to be paid to the board of directors.
8. Election of new directors.
(i) Charlotte Bengtsson
(ii) Lennart Evrell
(iii) Ulf Larsson
(iv) Martin Lindqvist
(v) Lotta Lyrå
9. Closing of the meeting.
Proposal for resolution under Item 1
The nomination committee proposes Eva Hägg, attorney at law, as chairman of the extraordinary general meeting.
Proposal for resolution under Items 6–8
The nomination committee proposes the following:
- The number of directors shall be nine with no deputy directors.
- Remuneration shall be paid by an amount of SEK 600,000 to each of the board members elected by the general meeting and who is not employed by the company, and of SEK 1,800,000 to the chairman of the board of directors. In addition, remuneration for committee work shall be paid in accordance with the resolution adopted by the annual general meeting on 5 April, 2017. With respect to the board members elected by the annual general meeting on 5 April, 2017 and who shall remain as board members, the proposal means a reduction of the remunerations with SEK 100,000 for each board member and with SEK 300,000 for the chairman of the board, based on a term of office of one year.
- Election of Charlotte Bengtsson, Lennart Evrell, Ulf Larsson, Martin Lindqvist and Lotta Lyrå as new directors. The proposal for new elections is presented as a result of the board members Ewa Björling, Maija-Liisa Friman, Magnus Groth, Johan Malmquist, Louise Svanberg and Lars Rebien Sörensen having declared that they are not at the disposal for the board in SCA following a listing of SCA Hygiene AB (under name change to Essity Aktiebolag (publ)). The proposed board members are proposed to take office on the first day of trading of the shares of SCA Hygiene AB on Nasdaq Stockholm. It is noted that the board of directors from the first day of trading of the shares of SCA Hygiene AB thereby will be composed of Pär Boman (chairman), Charlotte Bengtsson, Lennart Evrell, Annemarie Gardshol, Ulf Larsson, Martin Lindqvist, Bert Nordberg, Barbara Milian Thoralfsson and Lotta Lyrå.
The resolutions pursuant to items 6–8 are conditional upon SCA Hygiene AB (under name change to Essity Aktiebolag (publ)) being admitted to trading on Nasdaq Stockholm. If the condition is not met, no changes in the board of directors elected at the annual general meeting on 5 April, 2017 will be made.
Charlotte Bengtsson has a Master of Science in Engineering, Steel and Wood Construction and is a Technology Licentiate and Doctor in Technology from Chalmers University of Technology. Since 2015 Charlotte Bengtsson is Managing Director of Skogsforsk research institute and previously, in 1999–2014, she served as Department Manager of Wood Engineering and Wood Construction as well as researcher/project leader in wood construction at SP Technical Research Institute of Sweden. Further, Charlotte Bengtsson is Adjunct professor of Wood Building Technology at Linnaeus University. Independent in relation to SCA’s major shareholders.
Lennart Evrell, has a Master of Science in Engineering from Royal Institut of Technology and is an Economist from Uppsala University. Since 2008, Lennart Evrell is President and CEO of Boliden. Further, Lennart Evrell holds the position as Chairman of the board of Umeå University and of Gruvornas Arbetsgivareförbund, and as board member of the Confederation of Swedish Enterprise. Since 1985 Lennart Evrell has also held a numerous of senior positions, e.g. as President and CEO of Sapa and Munters, and various positions within ASEA, Atlas Copco and Sphinx Gustavsberg. Independent in relation to the company, management and SCA’s major shareholders.
Ulf Larsson, has a Bachelor of Science in Forestry from Swedish University of Agricultural Sciences, and is President of SCA Forest Products AB since 2008. Ulf Larsson is also Executive Vice President of SCA since 2016, and has experience from executive positions within Scaninge Timber, SCA Skog, SCA Timber and Domänverket since 1987. Further, Ulf Larsson is board member of the Confederation of Swedish Enterprise and former board member of Mid Sweden University and Heinzel Holding GmbH. Independent in relation to SCA’s major shareholders.
Martin Lindqvist has a Bachelor of Economics from Uppsala University and is President and CEO of SSAB since 2011, and board member of Industriarbetsgivarna and BasEL. Previously Martin Lindqvist has held positions such as board member of Indutrade AB and Chief Controller for NCC. Since 1998 Martin Lindqvist has held numerous senior positions within SSAB, including Business Area Manager, Divisional Manager, CFO and Financial Manager. Independent in relation to the company, management and SCA’s major shareholders.]
Lotta Lyrå has a Master of Science in Economy from Stockholm School of Economics and is President and CEO-elect of Clas Ohlson. Since 2009, Lotta Lyrå has held senior positions within the Ikea Group, including Head of strategy as well as Head of development. Prior to this Lotta Lyrå was Head of development at Södra Timber, sawmill manager at Södra’s sawmill in Mönsterås and former employee of McKinsey & Company. Independent in relation to the company, management and SCA’s major shareholders.
The nomination committee
The nomination committee is composed of Helena Stjernholm, AB Industrivärden (chairman), Petter Johnsen, Norges Bank Investment Management, Håkan Sandberg, Handelsbankens Pensionsstiftelse and others, Marianne Nilsson, Swedbank Robur and Pär Boman, chairman of the board of SCA.
Documentation, which, according to the Companies Act, shall be made available at the extraordinary general meeting, as well as proxy forms will be available at the company and on the company website, www.sca.com, no later than 25 April 2017, and will be distributed free of charge to shareholders upon request and notification of postal address.
The board of directors and the president shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
The total number of shares in the company amounts to 705,110,094 shares, of which 64,594,523 are series A shares and 640,515,571 are series B shares, representing a total of 1,286,460,801 votes. The series A share carries ten votes and the series B share carries one vote. The company holds 2,767,605 series B shares, which may not be represented at the general meeting. In accordance with a resolution on the 2017 annual general meeting, these shares are subject to a so-called process of cancellation of shares. The information pertains to the circumstances as per the time of issuing this notice.
Stockholm in April 2017
Svenska Cellulosa Aktiebolaget SCA (publ)
The board of directors
NB: The information was submitted for publication at 19:00 CET on April 20, 2017.
For additional information please contact:
Johan Karlsson, Vice President Investor Relations, 46 (0)8 788 51 30
Karl Stoltz, Media Relations Manager, 46 (0)8 788 51 55
SCA is a leading global hygiene and forest products company that sustainably develops, produces and sells personal care, tissue and forest products. Through the recently acquired company BSN medical, the Group offers products within wound care, compression therapy and orthopedics. Sales are conducted in approximately 150 countries under many strong brands, including the leading global brands TENA and Tork, and other brands, such as Leukoplast, Libero, Libresse, Lotus, Nosotras, Saba, Tempo, Vinda and Zewa. As Europe’s largest private forest owner, SCA places considerable emphasis on sustainable forest management. In 2016, the Group had approximately 46,000 employees and sales amounted to approximately SEK 117bn (EUR 12.4bn). SCA was founded in 1929, has its headquarters in Stockholm, Sweden, and is listed on Nasdaq Stockholm. SCA is dedicated to improving well-being through leading hygiene and health solutions.
More information at www.sca.com.