Notice to attend Annual General Meeting

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The shareholders of Lindab International AB are hereby given notice to attend the annual general meeting to be held at 2pm on Wednesday, 25 April 2007 at Lindab Profil AB, Industrivägen, Förslöv.
 
Registration

In order to be entitled to participate at the annual general meeting, shareholders must:
be entered in the share register maintained by VPC AB no later than 19
April 2007; and register their participation with the board of directors no later than 4pm on 19 April 2007
 
Registration of participation may be made:
by post to Lindab International AB, "Årsstämma", 269 82 Båstad, Sweden
by telephone to Lindab on +46 431 85 000
online via www.lindab.com/agmapplication
 
In order to be able to participate in the meeting and exercise their voting rights, shareholders whose shares are nominee-registered must temporarily register the shares in their own name. Such registration must be effected at VPC by Thursday 19 April 2007. Accordingly, the shareholder must inform the nominee thereof prior to such date.
 
In order to facilitate entry in conjunction with the meeting, any proxy in original, registration certificate and other authorisation documents should be submitted to the company at the address stated above by no later than 19 April 2007.
 
Lunch will be served from 1pm and, following the meeting, there will be an opportunity to participate in a tour of the factory.
 
Proposals
 
Proposed resolution regarding a chairman of the meeting (item 1)
The nominating committee proposes that the chairman of the board of directors, Svend Holst-Nielsen, be elected as chairman of the meeting.
 
Proposed appropriation of profi ts (item 11)
The board of directors proposes that a dividend of SEK 3.25 per share be paid for the 2006 fi nancial year.
The proposed record date for dividends is 30 April 2007. In the event that the meeting adopts the proposal, it is estimated that dividends will be disbursed by VPC on 4 May 2007.
 
Proposed number of board members (item 12)
The nominating committee proposes that there be six board members, as at present.
 
Proposed fees for the board of directors and the auditors (item 13)
The nominating committee proposes that the fee for the board of directors be set to SEK 1 540 000 as follows:
SEK 500,000 for the chairman of the board, SEK 250,000 for each non-executive board member, and SEK 20,000 for each of the ordinary employee representatives.
It is proposed that the fee for the Audit Committee be set at SEK 110,000 and allocated as follows: SEK 30,000 for the chairman and SEK 20,000 for other committee members, with the exception of the CEO and the employee representatives.
The nomination committee proposes that the fees for the auditors be paid in accordance with their agreement with the company.
 
Proposed election of the board (item 14)
The nominating committee proposes that board members Svend Holst-Nielsen, Stig Karlsson, Anders C. Karlsson, Hans Olov Olsson, Annette Sadolin and Kjell Åkesson be re-elected, and that Svend Holst-Nielsen be elected as chairman of the board of directors.
 
Proposed resolution regarding a nominating committee (item 15)
The nominating committee proposes that the chairman of the company be instructed to appoint, in consultation with the company's principal shareholders, a nomination committee for the 2008 annual general meeting. The nomination committee shall consist of no less than four members, one of whom is the chairman of the board of directors. In the event that an already appointed member resigns from the committee, the company's principal shareholders shall, in consultation, appoint a replacement. The committee's tasks shall include:
  • evaluating the composition and work of the board of directors
  • drawing up a proposal to the general meeting regarding a chairman of the general meeting
  • drawing up a proposal to the general meeting regarding the election of the board of directors and the chairman of the board of directors
  • in co-operation with the company's audit committee, drawing up a proposal to the general meeting regarding the election of an auditor where relevant
  • drawing up a proposal to the general meeting regarding fees for the board of directors, board committees and auditors
  • drawing up a proposal for a nomination committee for the 2008 annual general meeting
The composition of the committee shall be announced no later than six months prior to the 2008 annual general meeting. The nomination committee shall be entitled to receive reasonable compensation from the company for evaluation and recruitment expenses. The members of the committee shall not receive any compensation from the company.
It is further proposed that the term of office of an appointed nomination committee shall continue until a new nomination committee has been appointed.
 
Proposed principles for compensation to senior executives (item 16)
Based on the market in which the company operates and the environment in which the relevant senior executive operates, compensation to senior executives shall be competitive and facilitate the recruitment of new executives and motivate senior executives to remain at the company.
The compensation package consists of the following elements: fixed salary, variable salary, pension and emoluments as stated below. There are currently no share-related or share price-related incentive programmes.
Fixed salary and benefits shall be determined on an individual basis based on the above criteria and specialist expertise.
Variable salary is payable based on the attainment of clearly established targets, both for the group and on individual targets. The variable salary is paid as a percentage of the fixed salary and is subject to a cap.
Pensions shall generally be premium-based. The scope of the pension is based on the same criteria as fixed compensation and is based on both the fixed and variable salary.
 
Lindab International AB
The Board of Directors

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