TRANSATLANTIC: NOTIFICATION OF THE ANNUAL GENERAL MEETING
Shareholders of Rederi AB Transatlantic (publ) are hereby invited to the Annual General Meeting on Thursday, April 23, 2009 at 4:00 p.m. at the Nordic Watercolour Museum, Skärhamn, Sweden.
Shareholders who wish to participate in the Annual General Meeting must:
Be recorded in the share register maintained by Euroclear Sweden AB (previously VPC AB) not later than Friday, April 17, 2009 and notify the company of their intention to participate in the Annual General Meeting not later than 4:00 p.m. on Friday, April 17, 2009:
When registering, shareholders must state their names, civil registration numbers or corporate registration numbers, registered holdings, address, telephone numbers (daytime), information on any accompanying assistants (no more than two), and where applicable, information on proxy or representatives.
Shareholders represented by proxy must submit a power of attorney. If the power of attorney is issued by a legal entity, certified proof of registration or corresponding identity documents for the legal entity must be submitted. The documents must not be older than one year from the date of the Annual General Meeting. The original power of attorney, along with any authorization documents, should be sent with the registration to the company at the above address. The company will provide forms for the power of attorney upon request and these are also available on the company's website, www.rabt.se.
Shareholders who have trustee-registered shares with a bank or other trustee must temporarily re-register the shares in their own name with Euroclear Sweden AB to be entitled to participate in the Meeting. This registration must be completed not later than Friday, April 17, 2009. This means that shareholders must inform the trustee (bank or broker) of this request in ample time prior to this date.
The company has a total of 28,430,474 shares distributed as 1,817,960 Series A shares and 26,612,514 Series B shares. The total number of votes amounts to 44,792,114, of which 18,179,600 of the votes are represented by Series A shares and 26,612,514 are represented by Series B shares. Of the company's total shares, 504,800 currently Series B shares, corresponding to the same number of votes, of the company's repurchased Series B shares cannot be represented at the Annual General Meeting.
Items
Proposal for the agenda at the Annual General Meeting:
1) Election of the Chairman of the Meeting.
2) Preparation and approval of the voting list.
3) Election of one or two persons to check minutes.
4) Determination that the Meeting has been duly convened.
5) Approval of the agenda.
6) Presentation of the Annual Report and the Auditors' Report for the Parent Company and the Group for 2008. Following this, addresses by the Chairman and the President.
7) Resolution on:
a) Adoption of the income statements and the balance sheets for the Parent Company and the Group.
b) Disposition pertaining to profits for the year according to the adopted balance sheet.
c) Discharge of the Board of Directors and the President from liability.
8) Determination of the number of Board members and deputies.
9) Determination of the remuneration to be paid to the Board of Directors and auditors.
10) Election of Board members, Chairman of the Board and any deputies.
11) Resolution on amendments to the Articles of Association.
12) Resolution on the Nomination Committee prior to the next Annual General Meeting.
13) Resolution on principles for remuneration of senior executives.
14) Resolution on the authorization for the Board of Directors pertaining to acquisitions and transfer of treasury shares.
15) Close.
Proposals for resolution
Item 1 - Election of Chairman of the Annual General Meeting
The company's Nomination Committee, which consists of Folke Patriksson (Chairman of the Board and representative of Enneff Rederi AB/Enneff Fastigheter AB), Jenny Lindén Urnes, representative of Lindengruppen (VillaCosta AB) and Roger Karlsson, who jointly represent slightly more than 47% of the votes of all shares in the company, proposes that the Meeting elect attorney Claes Beyer as Chairman of the Annual General Meeting.
Item 7b - Proposed dividend
The Board of Directors proposes a dividend of SEK 2.50 per share. The Board proposes that the record date be April 28, 2009. If the Annual General Meeting adopts the Board's proposal, dividend payments will occur around May 4, 2009.
Items 8, 9 and 10 - Proposal for the election of the Board of Directors, Auditors and Fees
It is noted that the 2008 Annual General Meeting elected the audit firm of PricewaterhouseCoopers AB, as auditors, with a mandate period ending with the 2012 Annual General Meeting, with Helen Olsson Svärdström as Auditor in Charge.
The Nomination Committee proposes the following:
- Item 8 - Determination of the number of Board members and deputies
It is proposed that seven Board members be elected by the Meeting. No deputies are proposed.
- Item 9 - Determination of fees for Board members and auditors
It is proposed that fees should total SEK 1,600,000, to be distributed between elected Board members, with SEK 400,000 to the Chairman and SEK 200,000 to each of the remaining six elected Board members.
- Fees to the auditors shall be paid as invoiced.
- Item 10 - Election of Board members
It is proposed that the Meeting should re-elect Håkan Larsson, Helena Levander, Christer Olsson, Folke Patriksson, Lena Patriksson Keller and Björn Rosengren as Board members. In addition, it is also proposed that Jenny Lindén Urnes be elected a Board member. It is proposed that Folke Patriksson be elected Chairman of the Board. If Folke Patriksson's assignment should cease prematurely, the Board of Directors will elect a new Chairman from among its numbers.
Jenny Lindén Urnes was born in 1971. Jenny Urnes Lindén is Chairman and CEO of Lindengruppen AB, Chairman of the Board of AB Wilh Becker and the Färgfabriken foundation and Board member of Höganäs AB.
Item 11 - Proposal for resolution for amendment to the Articles of Association
The Board of Directors' proposes that Section 8 of the Articles of Association be amended as follows:
Section 8 Notification of Annual General Meetings and Board meetings shall occur through announcements in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company's website. On the date of the notification, information about the notification shall be published in Dagens Industri and Göteborgs-Posten.
The Board's proposal for amendment of Section 8 of the Articles of Association is conditional upon an amendment to the format of the notification of Annual General Meetings in the Swedish Companies Act (SFS 2005:551) coming into effect, which implies that the proposed wording above complies with the Swedish Companies Act.
The resolution concerning the amendment of the Articles of Association is valid if supported by shareholders with not less than two-thirds of the votes cast and the shares represented at the Annual General Meeting.
It is proposed that the Board of Directors or the person appointed by the Board is entitled to implement the minor changes to the resolution above, which may lead to registration thereof at the Swedish Companies Registration Office.
Item 12 - Proposal for resolution regarding the Nomination Committee
The Nomination Committee proposes that the Annual General Meeting approves the election of the Nomination Committee prior to the 2010 Annual General Meeting according to the following model. The Chairman of the Board will be assigned the task of contacting the three largest shareholders or owner groups at the end of the third quarter 2009 and ask them to appoint one member each to the Nomination Committee, which will consist of three members, plus the Chairman of the Board, unless he is appointed as a representative to the Nomination Committee by one of the largest shareholders. If such a shareholder declines to elect a member, the fourth largest owner or owner group will be asked, and so on, until three members are elected. The members that are elected in this manner, along with the Chairman of the Board as convener, will form the Nomination Committee. The Nomination Committee will appoint its Chairman within the Committee. The names of the Nomination Committee members and the shareholders they represent will be announced as soon as possible after that, but not later than six months prior to the 2010 Annual General Meeting. The mandate period for the appointed Nomination Committee shall extend until a new Nomination Committee is appointed. In the event that one of the Nomination Committee members resigns or no longer represents one of the largest owners in the company according to the above model, the Nomination Committee is entitled to appoint another representative for the larger shareholders to replace such a member. The Nomination Committee shall submit proposals on the following issues for resolution by the 2010 Annual General Meeting:
a) Proposal for Chairman of the Annual General Meeting
b) Proposal for the Board of Directors
c) Proposal for Chairman of the Board
d) When applicable, proposal of auditors
e) Proposal for Board fees, with distributions between the Chairman and other Board members and remuneration for Committee work
f) Proposal for fees to company auditors
g) Proposal for regulations for the Nomination Committee prior to the 2011 Annual General Meeting.
Item 13 - Principles for remuneration of senior executives
The Board of Directors proposes that the Annual General Meeting approves the principles for remuneration of senior executives according to the following:
Senior executives in the company are those who, for the duration of the principles, are members of Group Management, currently the President, Heads of the business areas - Offshore/Icebreaking and Industrial Shipping, Head of Ship Management, Head of HR and the CFO.
Remunerations to senior executives shall attract, motivate and create excellent prerequisites for retaining competent employees and managers. In order to achieve this, it is important to maintain fairness and internally-balanced conditions that are also competitive in market terms regarding structure, scope and level. Employment terms and conditions for senior executives shall contain a well-balanced combination of fixed salary, pension benefits and other benefits and special conditions for remuneration in the event of employment termination. Bonus may be paid if the Board of Directors specifically approves this. Notice of termination for senior executives will be six months and six to 12 months if termination is on the part of the company. For the President, notice of termination will be up to six months if termination is on the part of the company. In such a case, the President is entitled to severance pay corresponding to 18 months' salary.
The Board of Directors shall be entitled to deviate from the principles if warranted by a particular case.
Item 14 - Proposal for resolution on authorization of the Board of Directors pertaining to acquisitions and transfer of treasury shares
The Board of Directors proposes that the Annual General Meeting authorize the Board to, during the period up to the 2010 Annual General Meeting, on one or more occasions, approve acquisitions and transfer of the company's Series B shares according to the following terms:
Acquisitions may occur for as many shares as the company's holdings do not exceed 10% of the total number of shares in the company. Acquisition will occur on the NASDAQ OMX Stockholm exchange at a price within, at any given time, the registered price interval, meaning the interval between the highest purchase price and the lowest selling price. Payment will be in cash.
Transfer of shares may occur in part on the NASDAQ OMX Stockholm at a price within, at any given time, the registered price interval, and in part outside the NASDAQ OMX Stockholm exchange, with or without deviation from shareholders' preferential rights and with or without provisions for subscription or right of offset, and any other terms and conditions, to be used as full or part payment in the acquisition of companies or operations. Transfer may occur of all or some of the treasury shares held by the company at the time of the decision by the Board of Directors.
The aim of the authorization is to provide the Board of Directors with the possibility to adapt and improve the capital structure to thus create increased value for shareholders and to be able to transfer shares in connection with financing of any company acquisitions through payment with the company's treasury shares.
The decision for authorization for the Board of Directors to acquire and transfer treasury shares implies that it is supported by shareholders with not less than two-thirds of the votes cast and the shares represented at the Annual General Meeting.
Documents
Accounting documentation and the auditors' report, as well as the auditors' statements pertaining to the application of principles for remuneration, and the Board of Directors' complete proposals for decisions under Items 7b, 11, 13, 14 and other documents according to the Swedish Companies Act will be available for shareholders at the company and on the website www.rabt.se not later than two weeks prior to the Annual General Meeting, meaning, not later than April 9, 2009.
The documents will also be sent to shareholders who request this and have given their addresses.
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Skärhamn, March 2009
Rederi AB Transatlantic (publ)
Board of Directors