This is a non-official translation of the Swedish original wording. In case of
differences between the English translation and the Swedish original, the
Swedish text shall prevail.
NOTICE OF 2016 ANNUAL GENERAL MEETING
The Annual General Meeting of Indutrade Aktiebolag (publ) will be held at 4 p.m.
on Wednesday, 27 April 2016, at IVA’s Conference Center, Grev Turegatan 16,
Stockholm, Sweden.
A. RIGHT TO PARTICIPATE AND NOTIFICATION OF ATTENDANCE
To be entitled to participate at the Annual General Meeting, shareholders must
be listed in the shareholder register maintained by Euroclear Sweden AB on
Thursday, 21 April 2016, and notify the Company of their intention to
participate at the Meeting no later than Thursday, 21 April 2016. Notification
of intention to participate at the Meeting can be made by filling out a form on
Indutrade’s website, www.indutrade.se, by email to arsstamma@indutrade.se, by
post to Indutrade Aktiebolag, Box 6044, SE-164 06 Kista, Sweden or by phone at
+46-8-703 03 00. The notification must state the shareholder’s name, national ID
number/corporate registration number, address and phone number. Information
provided in the notification will be data-processed and used only for the 2016
Annual General Meeting. Shareholders are entitled to bring one or two
assistants. Proxies, registration certificates and other authorisation documents
must be on hand at the Annual General Meeting, and should, in order to
facilitate entrance to the Meeting, be sent to the Company by no later than
Friday, 22 April 2016. Proxies must be presented in original.
Shareholders whose shares are registered in the name of a nominee must request
registration of their shares in their own names in the shareholder register as
per Thursday, 21 April 2016, in order to be entitled to participate in the
Meeting. Such registration can be temporary.
B. ITEMS OF BUSINESS
B.I Proposed agenda
1. Opening of the Meeting
2. Election of a chairman to preside over the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to check the minutes
6. Determination as to whether the Meeting has been duly convened
7. Report on the work of the Board of Directors and its committees
8. Presentation of the annual report and consolidated accounts, and in
connection with that, the President’s report on the operations for the year
9. Presentation of the audit report and the audit report for the group, and of
the auditor’s statement regarding whether the Company has adhered to the
guidelines for compensation of senior executives that have applied since the
preceding Annual General Meeting
10. Resolutions on:
(a) adoption of the income statement and balance sheet, and of the consolidated
income statement and consolidated balance sheet
(b) distribution of the Company’s earnings in accordance with the adopted
balance sheet
(c) the record date, in the event the Meeting resolves to distribute profits
(d) discharge from liability to the Company of the directors and the President
11. Report on the work of the Nomination Committee
12. Resolution on the number of directors and the number of auditors
13. Resolution on directors’ and auditors’ fees
14. Election of directors and the Chairman of the Board
15. Election of auditor
16. Resolution on the Board’s proposed guidelines for compensation and other
terms of employment for senior executives
17. Resolution on the Board’s proposed amendment to the Articles of Association
18. Resolution on the Board’s proposed bonus issue
19. Closing of the Annual General Meeting
B.II Dividend
The Board proposes a dividend of SEK 9.00 per share.
Friday, 29 April 2016, is proposed as the record date for payment of the
dividend. Provided that the Meeting resolves in accordance with the proposal,
dividends are expected to be distributed by Euroclear Sweden AB on Wednesday, 4
May 2016.
B.III Election of a chairman to preside over the General Meeting, Board of
Directors, etc.
The Nomination Committee has been composed of Claes Boustedt (L E
Lundbergföretagen), Fredrik Lundberg (L E Lundbergföretagen and Chairman of
Indutrade), Anders Oscarsson (AMF and AMF Funds), Henrik Didner (Didner & Gerge
Funds) and Jonathan Mårtensson (Handelsbanken Funds). Claes Boustedt served as
Nomination Committee Chairman.
The Nomination Committee proposes the following:
AGM chairman:
Fredrik Lundberg, Chairman of the Board of Indutrade AB
Number of directors and auditors:
The Board shall consist of eight directors and no deputies.
A registered accounting firm is proposed as auditor of the company.
Directors’ fees:
A fee of SEK 530,000 is proposed for the Chairman of the Board, SEK 398,000 for
the Deputy Chairman of the Board, SEK 266,000 for each of the other non
-executive directors, SEK 52,000 for the Audit Committee chair and SEK 26,000
for members of the Remuneration Committee.
Auditors’ fees:
Fees payable on current account (unchanged).
Board of Directors:
Re-election of Fredrik Lundberg, Bengt Kjell, Johnny Alvarsson, Katarina
Martinson, Ulf Lundahl, Krister Mellvé and Lars Petterson. Eva Färnstrand has
announced that she is not available for re-election. Annica Bresky is proposed
to be elected as a new board member.
Annica Bresky (b. 1975), M.Sc. Civil Engineering and Executive MBA, is CEO and
Business Area Manager at Iggesund Paperboard AB, a subsidiary of Holmen AB.
Prior to this she served as CEO of BillerudKorsnäs Karlsborg AB and as
Production Manager at Stora Enso Kvarnsveden AB.
Fredrik Lundberg is proposed to be re-elected as Chairman of the Board.
Auditor:
Re-election of PricewaterhouseCoopers AB as auditor of the company for the
period until the end of the Annual General Meeting of 2017.
B.IV The Board’s proposed guidelines for compensation and other terms of
employment for senior executives
The Board proposes that the Annual General Meeting adopt the following
guidelines for compensation and other terms of employment for senior executives.
Indutrade shall apply compensation levels and terms of employment necessary to
be able to recruit and retain management with high qualifications and the
ability to achieve set objectives. The forms of compensation shall motivate
members of the executive management to perform their utmost in order to
safeguard the interests of the shareholders.
The forms of compensation shall therefore be in line with the going rate in the
market and shall be straightforward, long-term and quantifiable. Compensation of
members of executive management shall normally consist of a fixed and a variable
portion. The fixed salary for members of the executive management shall be in
line with the going rate in the market and shall be commensurate with the
individual’s expertise, responsibilities and performance. The variable portion
shall reward achievement of clear goals to improve the Company’s and the
respective business areas’ level of earnings and the Group’s growth, in simple
and transparent structures. The variable compensation component for members of
the executive management shall normally not exceed seven months’ salary and may
never exceed SEK 14 million.
Incentive programmes in the Company shall mainly be share price related and
cover persons in senior positions in the Company who have a significant
influence over the Company’s results of operations and growth, and shall be
based on the achievement of set targets. An incentive programme shall contribute
to the long-term commitment to the Company’s development and shall be
implemented on market terms. The Company may pay out monetary compensation to
key executives linked to investments in shares or share-related instruments.
Such monetary compensation shall normally not exceed 15 per cent of the fixed
salary.
Non-monetary benefits for members of the executive management shall facilitate
the individuals in the execution of their duties and correspond to what can be
considered to be reasonable in respect of practice in the market in which the
respective executive is active.
Pension terms for members of the executive management shall be in line with the
going rate in the market in respect of what applies for peer executives in the
market in which the executive works and should be based on a defined
contribution pension solution or correspond to a public pension plan (in Sweden
the ITP plan).
Severance pay for members of executive management shall not exceed a total of 24
months’ salary in the event the Company serves notice, and six months in the
event the member of the executive management gives notice.
By executive management is meant in this context the President and CEO, the
Chief Financial Officer, the Business Area presidents, the Head of Group Finance
and the Head of Business Development.
The Board’s Remuneration Committee prepares and drafts proposals for decisions
regarding the terms of employment for the President, and the Board evaluates the
President’s performance on a yearly basis. The Remuneration Committee also
prepares and deals with guidelines for remuneration matters regarding members of
the executive management, for decisions by the Board.
The President consults with the Remuneration Committee regarding the terms of
employment for other members of the executive management.
The Board shall have the right to depart from the aforementioned guidelines for
compensation of the executive management if there are special reasons in a
particular case.
B.V The Board’s proposed amendment to the Articles of Association
In order to enable the Board's proposed bonus issue the Board proposes that the
Annual General Meeting resolves to amend § 4 of the Articles of Association from
its current phrasing “The company’s share capital is minimum SEK 40 million and
maximum SEK 160 million. The number of shares is minimum 40 million and maximum
160 million.” to “The company’s share capital is minimum SEK 120 million and
maximum SEK 480 million. The number of shares is minimum 60 million and maximum
240 million.”
The resolution above is valid if shareholders holding at least two-thirds of the
votes cast as well as the shares represented at the Annual General Meeting vote
in favour of the proposal.
B.VI The Board’s proposed bonus issue
In order to achieve an appropriate share capital and number of shares, as well
as to facilitate the trade of the Company’s share on Nasdaq Stockholm, the Board
proposes that the Annual General Meeting resolves on a bonus issue with the
issuance of new shares on the following terms.
1.
The Company’s current share capital shall be increased by SEK 200 million by
the transfer of profit brought forward (freely distributable reserves) to the
share capital. After the bonus issue, the Company’s share capital amounts to SEK
240 million.
2.
Each existing share shall entitle to two (2) new shares. In total 80 million
new shares will be issued and after the bonus issue, the total number of shares
will be 120 million.
3.
The new shares shall entitle to dividends from and including the first record
day for dividend following the registration of the bonus issue with the Swedish
Companies Registration Office.
4.
Record day for the bonus issue shall be 27 May 2016.
The proposal in accordance with this item is conditional upon that the Annual
General Meeting resolves on an amendment to the Articles of Association in
accordance with the Board’s proposal.
The Board, or whomever the Board may appoint, shall be authorised to make such
minor adjustments of the above resolution as may prove necessary in conjunction
with the registration with the Swedish Companies Registration Office or
Euroclear Sweden AB.
C. SHARES AND VOTES
The number of shares and votes in the Company at the time of this notice was
40,000,000.
D. DOCUMENTS
Accounting records (including the Board’s proposed distribution of profits and
statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act), the
audit report, the Board’s complete proposal for compensation and other terms of
employment for senior executives, the Board’s proposed amendment to the Articles
of Association, the Board’s proposed bonus issue, the auditors’ statement on
whether the guidelines for compensation and other terms of employment for senior
executives for the time since the preceding Annual General Meeting have been
adhered to and proxy forms will be available at the Company for the shareholders
and on the Company’s website, www.indutrade.se, three weeks before the Annual
General Meeting. These documents can also be ordered by post from Indutrade
Aktiebolag, Box 6044, SE-164 06 Kista, Sweden, or by e-mail:
arsstamma@indutrade.se, and will also be sent to shareholders who so request,
provided they provide their postal address. The documents will also be on hand
at the Annual General Meeting.
E. DISCLOSURES AT THE ANNUAL GENERAL MEETING
The Board of Directors and President shall, if requested by any shareholder, and
if the Board believes that it can be done without causing material harm to the
Company, provide disclosures on conditions that could affect the assessment of a
matter on the agenda, including conditions that could have an effect on the
assessment of the Company’s or a subsidiary’s financial situation as well as of
the Company’s relations with another Group company. A shareholder who wishes to
submit questions in advance can do so by post to Indutrade AB, Box 6044, SE-164
06 Kista, Sweden, or by e-mail to arsstamma@indutrade.se.
___________________
Stockholm, March 2016
Indutrade Aktiebolag (publ)
The Board of Directors
About Indutrade
Indutrade markets and sells components, systems and services with a high-tech
content within selected niches. Indutrade’s business is distinguished by high
-tech products for recurring needs, growth through a structured and tried-and
tested acquisition strategy and a decentralised organisation characterised by an
entrepreneurial spirit.
The Group is organised into six business areas: Engineering & Equipment, Flow
Technology, Fluids & Mechanical Solutions, Industrial Components, Measurement &
Sensor Technology and Special Products. Indutrade’s sales totalled SEK 11,881
million in 2015, generating operating income of SEK 1,427 million before
depreciation of intangible assets. Indutrade is listed on the Nasdaq Stockholm.
