Notice of Annual General Meeting in Inwido AB May 12, 2015
The shareholders of Inwido AB (publ) are hereby invited to attend the Annual General Meeting (“AGM”) to be held on Tuesday May 12, 2015 at 4.00 p.m. CET, at Malmö Börshus, Skeppsbron 2 in Malmö, Sweden. Registration of attendance commences at 3.00 p.m. and refreshments will be served. The notice of the meeting is available at www.inwido.com where you can also provide notice of attendance. Complete AGM documentation will be available at Inwidos head office and at www.inwido.com from April 21.
Right to attend
Shareholders who wish to attend the AGM must:
• be recorded in the share register for the company maintained by Euroclear Sweden AB, as of Wednesday May 6, 2015, and
• notify the company of their intention to attend the AGM by Wednesday May 6, 2015 at the latest, preferably before 4.00 p.m. CET.
In order to participate in the AGM, shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB by Wednesday May 6, 2015. Shareholders therefore are requested to notify their bank or broker in due time before the said date.
Notice of attendance
Notice of attendance shall be made through the website www.inwido.com, in writing to Inwido AB (publ), Engelbrektsgatan 15, 211 33 Malmö, Sweden or by email to ir@inwido.com. The notice of attendance shall state name, personal (or corporate) identity number, shareholding, telephone number and name of proxy and/or advisor, if any. Shareholders represented by proxy should submit a power of attorney to the company before the AGM. A proxy form is available at the company and on the company’s website, www.inwido.com. Representatives of a legal entity shall present a copy of the certificate of registration or similar document of authorization.
Proposal for agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination of compliance with the rules of convocation
7. Presentation of
(a) the annual report, auditor’s report, group annual report and group auditor’s report
(b) the Board’s proposal for dividend and reasoned statement thereon, and
(c) the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives
8. Report on the work of the Board of Directors and the Committees
9. The Managing Director’s report
10. Resolutions regarding
(a) adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
(b) appropriation of the company’s profit in accordance with the adopted balance sheet and record date for dividend, and
(c) discharge from liability in relation to the company for the Board of Directors and the CEO
11. Establishment of the number of board members and the number of auditors and auditor deputies
12. Establishment of fees to the Board of Directors and the auditors
13. Election of the Board of Directors, auditors and, if any, auditor deputies
14. Resolution regarding guidelines for remuneration to senior executives
15. Closing of the meeting
Proposals by the Nomination Committee (items 2 and 11-13)
At the Extraordinary General Meeting on July 8, 2014, principles for the establishment of a Nomination Committee were adopted, entailing that the Nomination Committee shall consist of the Chairman of the Board, representatives of each of the company’s three largest shareholders (based on the number of votes), according to the share register kept by Euroclear Sweden AB as per September 30 each year. The representative of the largest shareholder (based on the number of votes) shall be appointed chairman of the Nomination Committee.
The Nomination Committee in respect of the 2015 AGM has consisted of Chairman Bo Jungner (Ratos), Thomas Wuolikainen (Fjärde AP-fonden), Jan Särlvik (Nordea Investment Management) and Arne Frank (chairman of the Board of Directors in Inwido AB).
The Nomination Committee has proposed the following for the AGM.
Chairman of the AGM: Arne Frank.
Board of Directors: Re-election of Arne Frank (Chairman of the Board), Benny Ernstson, Eva S. Halén, Leif Johansson, Henrik Lundh and Anders Wassberg. New election of Sisse Fjelsted Rasmussen.
Sisse Fjelsted Rasmussen was born in 1969. She is CFO and Executive Vice President of Scandinavian Tobacco Group A/S, with responsibility for finance, IT and communications. Further, she is an authorized public ac-countant in Denmark and a member of the Board of PostNord. Previously Sisse Fjelsted Rasmussen has been Nordic CFO for Grey Global Group, a division of the market communication company WPP (listed in New York and London), as well as partner at Deloitte.
Information regarding the proposed re-elected Board members can be found at the company’s website, www.inwido.com.
Auditor: Re-election of the authorized public accountant Eva Melzig Henriksson as auditor and the authorized public accountant Linda Bengtsson as deputy auditor.
Fees to the Board, Committees and the Auditors:
Board member not employed by the company: SEK 205,000.
The Chairman of the Board: SEK 420,000.
Special fees for Committees work shall not be paid.
Fee for the auditor’s fee in accordance with special agreement regarding the fee.
Dividend (item 7)
The Board and the CEO have proposed that a dividend of SEK 2.00 per share be declared. As record date for the dividend the Board has proposed Friday May 15, 2015. If the AGM resolves in accordance with the proposal, the dividend is expected to be paid by Euroclear Sweden AB starting Wednesday May 20, 2015.
The Board´s proposal regarding guidelines for remuneration to senior executives (item 14)
The Board proposes that the AGM resolves upon guidelines for remuneration to senior executives principally entailing the following. The total remuneration and the terms and conditions for the senior executives should correspond to relevant market conditions and will include fixed salary, variable remuneration, pension benefits, other benefits as well as conditions for termination. The variable remuneration is to be based on the outcome of predetermined objectives. The variable cash remuneration is to be limited to 50% of the fixed annual salary. Variable remuneration may also be paid in the form of long-term incentive programs. Pension benefits must be premium-based. The retirement age for the CEO shall be 60 years and for other executive management 65 years. Fixed salary during the notice period and severance pay shall in total not exceed an amount equal to the fixed salary for 12 months; or for the CEO, for 18 months. The Board of Directors may derogate from these guidelines in certain cases if there are special reasons for doing so.
Documents and other information
Financial statements, auditor’s report, other documents pursuant to item 7 and the Board’s complete proposal for the resolution under item 14 will be available at the company and on the company’s website, www.inwido.com, as from Tuesday April 21, 2015 at the latest and will be sent to shareholders upon request. Copies will also be available at the AGM.
The Board and the CEO shall at the AGM, if any shareholder so requests and the Board believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial position and the company’s relation to other companies within the group.
The total number of shares in the company amounts to 57,967,528. The company has only one series of shares and the total number of votes in the company amounts to 57,967,528.
Malmö in April 2015
The Board of Directors of Inwido AB (publ)
For more information, please contact:
Inwido AB
Peter Welin, CFO Tel.: 46 (0)10-451 45 52 or 46 (0)70-324 31 90
E-mail: peter.welin@inwido.com
About Inwido
Inwido is Europe’s largest supplier of windows and doors. The company has operations in Sweden, Denmark, Finland, Norway, Poland, the UK, Austria and Ireland, as well as exports to a large number of other countries. The Group markets some 20 strong local brands including Elitfönster, SnickarPer, Hajom, Hemmafönster, Outline, Tiivi, Pihla, Diplomat and Sokolka. Inwido has approximately 3,300 employees and generated sales of slightly more than SEK 4.9 billion in 2014. The Group's headquarters are located in Malmö, Sweden. For further information, please visit www.inwido.com
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