2008 AGM of Cloetta Fazer AB (publ)
The shareholders in Cloetta Fazer AB (publ) are hereby called to attend the Annual General
Meeting 1:30 p.m. on Monday, 16 June 2008 at Piperska Muren, Scheelegatan 14, in Stockholm.
Please note: To participate in the AGM, shareholders must submit a new registration form and enclose any forms of proxy, certificates of registration and other proof of authorisation.
Right to participate
In order to participate in the AGM, shareholders must be entered in the share register maintained by VPC AB (the Nordic Central Securities Depository) no later than Tuesday, 10 June 2008, and must notify the company of their intention to participate as specified below. To be entitled to participate in the AGM, shareholders whose shares are held in the name of a trustee must temporarily re-register the shares in their own names with VPC AB in good time prior to Tuesday, 10 June 2008, when such re-registration must be completed. Note that this procedure also applies to shareholders who use bank custody accounts and/or who trade via the Internet.
Notification
Notification of participation must be submitted to the company by Tuesday, 10 June 2008.
Notification can be made as follows.
Post:Cloetta Fazer AB, “Årsstämman”, Box 47021, SE-100 74 Stockholm, Sweden
Fax:+468-775 81 65, marked “Cloetta Fazer Årsstämma”
Telephone:+468-775 02 95
Internet: www.cloettafazer.se
A registration form, including a proxy form, is enclosed in the invitation that is sent to all shareholders. Proxy forms can also be downloaded from the company’s website www.cloettafazer.se or ordered from the company.
When registering, shareholders must provide their name, personal or corporate identification number, address, telephone number and, when applicable, the names of any representatives and the number of assistants.
Any forms of proxy, certificates of registration or other proof of authorisation must be provided to the company in connection with registration. The participants are requested to carry valid identification.
Number of shares and votes
The company has a total of 24,119,196 shares, consisting of 4,660,000 class A shares and 19,459,196 class B shares. The total number of votes is 66,059,196, of which 46,600,000 are represented by class A shares and 19,459,196 are represented by class B shares.
Proposed agenda
1.Opening of the AGM.
2.Election of a Chairman of the AGM.
3.Drawing up and approval of the voting list.
4.Approval of the agenda.
5.Election of two persons to check and sign the minutes.
6.Decision as to whether the AGM has been duly convened.
7.Presentation of the annual report, the audit report, the consolidated financial statements and consolidated audit report for the financial year 2007.
Address by the Managing Director.
The Chairman’s report on Board activities.
8.Decision regarding adoption of the profit and loss accounts and balance sheets of the Parent Company and the Group
9.Decision regarding appropriation of the Company’s profits according to the adopted balance sheet and decision on the record date for dividends.
10.Decision regarding discharge from liability for the members of the Board of Directors and the Managing Director.
11.Decision regarding the number of Board members, fees to be paid to the Board of Directors, election of Board members and the Board Chairman.
12.Decision on criteria for the Nominating Committee.
13.Decision regarding the proposed principles for remuneration and other terms of employment for senior executives.
14.Adjournment of the AGM
Note: The company’s current auditors were elected by the 2007 AGM to serve for a period of four years.
Proposals for decision
Chairman of the AGM (item 2)
The nominating committee, consisting of Lennart Bylock, chairman, together with Juhani Mäkinen representing Oy Karl Fazer Ab and Christer Wagenius representing AB Malfors Promotor, proposes that the AGM elect Lawyer Claes Beyer as Chairman of the AGM.
Dividend (item 9)
The Board of Directors proposes a regular dividend of SEK 7.00 and an extra dividend of SEK 3.00, together amounting to SEK 10.00 per share. The proposed record date for entitlement to dividends is Thursday, 19 June 2008. Provided that the AGM approves the proposal, dividends are expected to be disbursed by VPC AB on Wednesday, 25 June 2008. The proposed dividend corresponds to a total distribution of SEK 241.2 million.
Board members and fees (item 11)
Cloetta Fazer AB has been informed by the nominating committee’s chairman, Lennart Bylock, that no proposal for Board members and fees is yet available. In light of ongoing work related to the previously announced owner dispute, the nominating committee has decided to wait before putting forward its proposal.
The nominating committee intends to publish the proposed Board members and fees prior to the AGM on 16 June.
Criteria for the Nominating Committee (item 12)
Oy Karl Fazer Ab and AB Malfors Promotor, together representing approximately 80 per cent of the votes for all shares in the company, have notified the company of their intention to propose that the AGM decide essentially according to the following:
that
the company shall have a nominating committee consisting of three members, of whom no more than one may be a member of the company’s Board of Directors. The two largest shareholders in terms of voting power shall each appoint one representative. These two representatives shall appoint a third among those Board members regarded as independent according to the Swedish Code of Corporate Governance. The nominating committee shall appoint a chairman from among its members. The chairman of the committee may not be the Board Chairman. The names of the two shareholder representatives and the shareholders they represent shall be announced at least six months prior to the 2009 AGM
that
if a member should leave the nominating committee before his/or her duties are completed, a replacement shall be appointed, if deemed necessary, by the same shareholder that appointed the resigning member.
that
if, during the mandate period of the nominating committee, one or several shareholders who have appointed members to the nominating committee are no longer among the two largest shareholders in terms of voting power, it shall be possible to change the composition of the nominating committee.
that
the nominating committee shall have the right to receive reasonable compensation for costs incurred in evaluation and recruitment. The members of the nominating committee shall receive no compensation from the company.
that
the nominating committee shall prepare recommendations on the following matters to be put before the 2009 AGM for decision:
(a)proposal of a Chairman of the Meeting,
(b)proposal of Board members,
(c)proposal of the Board Chairman,
(d)proposal for fees to the Board of Directors, apportionment between the Chairman and other Board members and remuneration for committee work,
(e)proposal of auditors,
(f)proposal for fees to the company’s auditors.
Principles for remuneration and terms of employment (item 13)
Remuneration to the Managing Director, Deputy Managing Director and other senior executives consists of basic salary, variable remuneration, other benefits and pension benefits. The distribution between basic salary and variable remuneration should be proportionate to the individual’s responsibilities and powers.
Bonus
For the Managing Director/Deputy Managing Director, bonuses may amount to a maximum of 40 per cent of basic salary.
Pensions
The retirement age for the Managing Director and Deputy Managing Director is 60 years. Pension benefits for the Managing Director consist of a defined contribution Plan and for the Deputy Managing Director a defined benefit plan between the ages of 60 and 65 years and a defined contribution plan thereafter.
Termination benefits
The mutual term of notice between the company and the Managing Director/Deputy Managing Director is 12 months. In the event of dismissal by the company, these are also entitled to termination benefits corresponding to one year’s salary.
Preparatory and decision-making process
During the year, the remuneration committee has issued recommendations to the Board of Directors regarding principles for remuneration to senior executives.
The Board of Directors has discussed the remuneration committee’s proposal and passed a decision based on the committee’s recommendations.
The full proposal is presented on the company’s website.
The accounting documents, audit report and the Board’s complete proposals for decision regarding agenda items 9 (including the Board’s statement on the proposed dividend) and 13 will be available at the company’s head office as of 2 June 2008, at the latest. Copies of these documents will be sent to those shareholders who so request and who provide their mailing address.
Ljungsbro, May 2008
Cloetta Fazer AB (publ)
The Board of Directors
The information from Cloetta Fazer contained herein is subject to the disclosure requirements in the Swedish Securities Market Act. The information was submitted for publication on 19 May 2008, 8:00 a.m. CET.