For further information:
Viktor Svensson, Director, Corporate Information +46 (0)70-657 20 26
Shareholders of AB Ångpanneföreningen (publ) are invited to the
Annual General Meeting of the company that will take place at 17.00
(5.00 pm) on Wednesday 23 April 2008 at AB Ångpanneföreningen's head
office at Fleminggatan 7 in Stockholm, Sweden.
Entitlement to attend
Shareholders who wish to participate in the Annual General Meeting
must
* have their names entered in the shareholders' register maintained
by VPC AB, (the Swedish Central Securities Depository) by
Thursday 17 April 2008 at the latest, and
* confirm their intention to participate by 16.00 (4.00 pm) on
Monday 21 April 2008 at the latest.
Shareholders who have elected to use a nominee for their shareholding
must temporarily re-register their shares in their own name if they
wish to exercise the right to participate in the Annual General
Meeting. Shareholders who wish to re-register their shareholding in
this way must inform their nominee of this in good time prior to 17
April 2008.
Registration
Notice of an intention to participate in the Annual General Meeting
can be made by post to AB Ångpanneföreningen, Corporate Information,
Box 8133, SE-104 20 Stockholm, Sweden, or by telephone on +46
(0)10-505 00 00, by fax on +46 (0)8-653 56 13, or at
www.afconsult.com.
Please specify your name, personal or corporate identity number,
address, telephone number, registered shareholding and number of
assistants/advisors (maximum of two). You are also kindly requested
to provide documentary proof of entitlement to attend the meeting
(proxy, registration certificate, etc.) in connection with your
notification of attendance.
Proxy Form
Proxy Forms for Shareholders who wish to participate in the Annual
General Meeting by proxy are available at the company's website
www.afconsult.com. Proxy Forms can also be ordered at the address and
telephone number above.
The Annual Report
The Annual Report and Auditors' Report are expected to be available
at the company and will be despatched to shareholders during the week
beginning on 31 March 2008.
Proposed agenda for the Annual General Meeting
1. Election of a chairman for the meeting
1. Preparation and approval of the list of those eligible to vote
1. Approval of agenda
1. Election of one or two persons to check the minutes
1. Confirmation of the legality of the call to meet
1. Addresses from
* the President/CEO
* The Chairman of the Board of Directors concerning the work of
the Board of Directors during the past year
* The Chairman of the Board of Directors concerning the work and
function of the Remuneration Committee
1. Presentation of the Annual Report and the Auditors' Report
together with the consolidated accounts and the auditors' report
for the same
1. Resolutions concerning:
* the approval of the income statement and the balance sheet
together with the consolidated income statement and the
consolidated balance sheet
* appropriations and allocations of the profit or loss made by
the company according to the approved balance sheet
* discharge from liability for the members of the Board of
Directors and the President/CEO
1. Confirmation of the number of board members and deputy members to
be elected at the meeting
1. Confirmation of the remunerations to be awarded to the members of
the Board of Directors and the Auditors
1. Election of the members of the Board of Directors and their
deputies
1. Resolution concerning amendment to the Articles of Association
1. Resolution concerning early termination of appointment of Auditor
and Deputy Auditors
1. Resolution concerning establishment of a Nomination Committee
1. Resolution concerning the principles for remuneration and other
terms of employment for senior executives of the company
1. Resolution concerning Performance Share Program 2008
1. Resolution concerning acquisition of own shares and transfer of
own shares
1. Resolution concerning authorisation for the Board of Directors to
acquire the company's own shares
1. Resolution concerning sale of shares in subsidiary
1. Resolution concerning authorisation for the Board of Directors to
reach a decision with regard to a new issue of shares in
conjunction with corporate acquisitions
1. Any other business relevant to the Annual General Meeting of
Shareholders in accordance with the Swedish Companies Act.
Election of a chairman for the meeting (item 1 on the agenda)
The Nomination Committee proposes Mr Martin Börresen (attorney at
law) to chair the meeting.
Shareholders' dividend (item 8 on the agenda)
The Board of Directors proposes a shareholders' dividend of SEK 6.50
per share. It is proposed that Monday, 28 April 2008 be made the
record day for the right to receive this dividend. It is anticipated
that payment will be made via VPC on Friday, 2 May 2008.
Proposals re: the election of the Board of Directors and
remunerations and to the directors and auditors (items 9, 10 and 11
on the agenda)
The Nomination Committee, comprising Gunnar Svedberg (representing
Ångpanneföreningen's Foundation for Research & Development), Ulf
Dinkelspiel (Chairman of the Board of AB Ångpanneföreningen),
Lars-Göran Orrevall (representing the Skandia Liv assurance company)
and Anders Oscarsson (representing SEB Fonder), proposes that the
Board of Directors of the company shall consist of eight members with
no deputies. It is proposed that Ulf Dinkelspiel, Patrik Enblad,
Magnus Grill, Eva-Lotta Kraft, Jon Risfelt, Helena Skåntorp and Lena
Treschow Torell shall be re-elected as directors of the company, and
that Tor Ericson (without remuneration) be elected as member. It is
proposed that Ulf Dinkelspiel shall be elected Chairman of the Board
of Directors.
Tor Ericson has a Master in Engineering and is employed within ÅF
since 1995. He is active as Head of Division within ÅF-System AB and
is also a director of the Board of Directors of ÅF's pension fund
ÅFOND.
The Nomination Committee also proposes that remunerations and
emoluments totalling SEK 1,450,000 shall be paid to the directors,
with SEK 400,000 allocated to the Chairman of the Board of Directors
and with SEK 175,000 allocated to each of the remaining directors who
hold no other position of paid employment within the ÅF Group. The
Nomination Committee also proposes that the sum of SEK 35,000 be paid
to each committee member who does not hold any other position of paid
employment within the ÅF Group and that SEK 75,000 shall be paid to
the Chairman of the Audit Committee and that SEK 50,000 shall be paid
to the Chairman of the Remuneration Committee. The Nomination
Committee also proposes that the remunerations to the auditors shall
be paid in accordance with the terms of a separate agreement.
Proposal re: amendment to the articles of association (item 12 on the
agenda)
A) The Board of Directors proposes that the Annual General Meeting
resolves to amend § 1 of the Articles of Association meaning that the
name of the company shall be ÅF AB.
B) The Board of Directors proposes that the Annual General Meeting
resolves to amend § 5 of the Articles of Association meaning that the
number of shares shall be at minimum 10 millions and maximum 40
millions.
C) The Board of Directors proposes that the Annual General Meeting
resolves to amend § 6 of the Articles of Association meaning that the
maximum number of class A shares shall be 40 million and the maximum
number of class B shares shall be 40 million.
D) The Board of Directors proposes that the Annual General Meeting
resolves to amend § 9 of the Articles of Association meaning that the
Annual General Meeting shall appoint one or two Auditors with not
more than two Deputy Auditors.
Proposal re: resolution concerning early termination of appointment
of Auditor and Deputy Auditors (item 13 on the agenda)
The General Meeting has appointed Ernst & Young AB, with Lars Träff
(as Senior Auditor) and Marine Gesien as Auditors, and Charlotte
Dahlbeck and Thomas Forslund as Deputy Auditors of the company until
the close of the Annual General Meeting 2011.
The Nomination Committee proposes that the appointment of the Auditor
Marine Gesien and the Deputy Auditors Charlotte Dahlbeck and Tomas
Forslund, shall terminate prematurely. The appointments shall
terminate immediately following registration with the Swedish
Companies Registration Office of the amendment to the Articles of
Association in accordance with item 12 D above. The appointment of
Ernst & Young AB as Auditor, with Lars Träff as Senior Auditor, shall
continue to apply during the remaining term of office.
Proposal re: a resolution to establish a Nominations Committee (item
14 on the agenda)
The Board of Directors proposes that the Annual General Meeting
resolves that the Nomination Committee shall, up to the time that a
new Nomination Committee is appointed in accordance with a mandate
from the next General Meeting of the company, consist of the Chairman
of the Board of Directors and one representative from each of the
three largest shareholders in the company at the end of the third
quarter. The Nomination Committee shall appoint as its chairman the
representative of the largest shareholder in terms of voting rights.
Should a member of the Nomination Committee leave his or her post on
the committee before the committee's work for the year has been
completed, if it is deemed necessary a replacement shall be appointed
by the same shareholder who appointed the retiring member of the
committee or, if this shareholder is no longer one of the largest
shareholders, by another shareholder from the group of major
shareholders in the company. No remuneration will be paid to the
members of the Nomination Committee.
The names of the members of the Nomination Committee shall be
announced no later than on the date of publication of the company's
interim report for the third quarter in 2008.
Proposal re: resolution on the principles for remuneration and other
conditions of employment for senior executives of the company (item
15 on the agenda)
The Board of Directors proposes that the guidelines of previous year
relating to remuneration and other conditions of employment for
senior executives of the company shall continue to apply without
amendments or supplements.
Proposal re: resolution concerning Performance Share Program 2008
(item 16 on the agenda
Background and reasons for the proposal
The Board of Directors find it essential and in all shareholders
interest that key employees in the group have a long-term interest of
a good value development of the share in the company and proposes the
Annual General Meeting in view of this the below described long term
incentive program for key employees.
The purpose of the long term incentive program is to stimulate
employees to continued loyalty and continued good performance. It is
further the Board of Directors view that the incentive program
increases the group's attractiveness as an employer. To participate
in the program it is required that the employee invests own money.
In order to implement the Performance Share Program 2008, the Board
of Directors proposes that no more than 230,000 class B shares may be
transferred to employees in the ÅF group and, moreover that a portion
of the shares also may be transferred at the OMX Nordic Exchange
Stockholm in order to cover inter alia social security payments.
Proposal
Performance Share Program 2008
The Board of Directors proposes that the Annual General Meeting
resolves on the implementation of a long-term Performance Share
Program 2008, including 230,000 class B shares, according to the
principle guidelines below.
a) Up to 150 key employees including the CEO with the exception of
for what is mentioned in item c) below, will be offered to
participate in the Performance Share Program 2008.
b) Employees who participate in the Performance Share Program 2008
can during a 12 month period from the implementation of the program,
save up to maximum 5 per cent of the gross salary for the purchase of
class B shares on the OMX Nordic Exchange Stockholm. If the purchased
shares are retained by the employee for three years from the date of
investment and the employment within the ÅF group have remained
during the entire three-year period, the employee will be entitled to
the following matching of shares, free of consideration:
* Approximately 134 Business Area Managers, Section Heads and
certain Specialists may be entitled to a performance match of
up to four shares for each one purchased.
* Approximately 15 employees in Group Management may be entitled
to a performance match of up to five shares for each one
purchased.
* The CEO may be entitled to a performance match of up to six
shares for each one purchased.
(c) Participation in the Performance Share Program 2008 presupposes
that such participation is legally possible as well as possible with
reasonable administrative cost and financial efforts according to the
assessment of the company. The Board of Directors shall however be
entitled to implement an alternative incentive solution for employees
in such countries where participation in Performance Share Program
2008 is not advisable. Such alternative incentive solution shall, as
far as practicably possible, correspond to the terms for the
Performance Share Program 2008.
d) The terms and conditions of performance match for key employees
are based on the company's operating margin before extraordinary
items relative to a comparator group of companies and the company's
Earnings per Share growth during a three year period. The performance
target may be adjusted at the occurrence of an event affecting the
operations of the ÅF group or the number of outstanding shares of the
company or otherwise affecting the performance target and deemed
relevant by the Board of Directors.
e) Before the number of performance shares to be matched are finally
determined, the Board of Directors shall examine whether the
performance matching is reasonable considering the company's
financial results and position, conditions on the stock market and
other circumstances, and if not, as determined by the Board of
Directors, reduce the number of performance shares to be matched to
the lower number of shares deemed appropriate by the Board of
Directors.
Proposal re: resolution concerning A) acquisition of own shares and
B) transfer of own shares (item 17 on the agenda)
A) Acquisition of own shares
The Board of Directors is authorised at one or more occasions, for
the period until Annual General Meeting 2009, make decisions on the
acquisition of class B shares. Acquisitions of shares can only be
made on the OMX Nordic Exchange Stockholm and at a price within the
price interval registered at any given time. Maximum 230,000 class B
shares may be acquired in order to secure delivery of shares to
participants in the Performance Share Program 2008 and secure with
that associated costs.
B) Transfer of own shares as a result of Performance Share Program
2008
Maximum 230,000 class B can be transferred to participants in the
under item 16 accounted for long-term Performance Share Program 2008.
Further the company shall have the right to, for the period until
Annual General Meeting 2009, transfer on the OMX Nordic Exchange
Stockholm maximum 50,000 shares out of the holding of 230,000 shares
in order to cover certain expenses, mainly social security fees.
Proposal re: authorisation for the Board of Directors to acquire the
company's own shares (item 18 on the agenda)
The Board of Directors proposes that the Annual General Meeting
authorises the Board of Directors to pass a resolution on acquiring
on one or more occasions for the period up until the next Annual
General Meeting so many class B shares that the company's holding
does not at any time exceed 10 per cent of the total number of shares
in the company, taking into consideration the acquisitions in
accordance with item 17. The acquisition of shares shall take place
on the OMX Nordic Exchange Stockholm and may only occur at a price
within the share price interval registered at that time, where share
price interval means the difference between the highest buying price
and lowest selling price.
The purpose of the authorisation is that the Board of Directors shall
be given increased freedom to act and the ability to continuously
adapt the company's capital structure and thereby contribute to
increased shareholder value.
Proposal re: resolution concerning sale of shares in subsidiary (item
19 on the agenda)
The Board of Directors proposes that the Annual General Meeting
resolves to approve the sale of 5 per cent of the shares in the
Russian subsidiary LLC AF-Enprima to the Finnish company Infranova Oy
in accordance with below.
ÅF-Enprima Oy is a wholly-owned subsidiary of AB Ångpanneföreningen
and holds all the shares in LLC AF-Enprima. The Board of Directors of
ÅF-Enprima Oy has approved the sale of 5 per cent of the shares in
LLC AF-Enprima against a consideration of EUR 22,000, which is in
line with book value. The shares to be transferred has the same
voting rights and other rights as other shares in LLC AF-Enprima. The
purchaser is the Finnish company Infranova Oy, of which Oleg
Yukhtenko, CEO of LLC AF-Enprima, is the main owner. LLC AF-Enprima
reports sales of approximately EUR 2,400,000 a year and has 29
employees.
The sale is a part of ensuring increased commitment of Oleg Yukhtenko
as new CEO of LLC AF-Enprima. AB Ångpanneföreningen has the right to
repurchase the shares at an amount corresponding to book value in the
event Oleg Yukhtenko leaves LLC AF-Enprima. In the view of the fact
that the purchaser holds a position such as that described in Chapter
16, Section 2, paragraph 1, clause 2 of the Swedish Companies Act, it
is necessary for the resolution to acquire legal force that the sale
is approved by a General Meeting of shareholders in AB
Ångpanneföreningen. The intention is to execute the transaction
immediately following approval by the Annual General Meetings,
provided such approval is obtained.
Proposal re: resolution concerning authorisation of the Board of
Directors to resolve on a new issue of shares (item 20 on the agenda)
The Board of Directors proposes that the Annual General Meeting
authorises the Board of Directors to make a resolution regarding the
issue on one or more occasions in the intervening period up until the
next Annual General Meeting of a maximum of 1,500,000 class B shares
as a cash issue and/or on an "issue in kind" basis or "set-off issue"
basis, or with other conditions attached, and, by so doing, to
disapply the practice of affording preferential rights to
shareholders. The purpose of this authorisation is to enable the
Board of Directors to pay all of or part of the purchase price of any
new acquisition in the form of shares in the company and /or by
placing the shares issued with institutional investors against cash
payment, to use the liquid funds thus generated to finance all of or
part of the cost of the acquisition.
Shares and votes
As per 17 April 2008 there are a total of 16,935,233 shares in the
company, whereof 804,438 shares of class A and 16,130,795 shares of
class B, corresponding to 24,175,175 votes in total.
Other information
For a resolution by the Annual General Meeting relating to item 16 on
the agenda above to be valid, shareholders representing more than
fifty per cent of the votes cast being in favour of such proposal or,
in case of parity votes, the chairman of the meeting being in favour
of such proposal. For a resolution relating to items 12, 17 A, 18 and
20 on the agenda above to be valid, the approval is required of
shareholders representing at least two thirds both of the votes cast
at the Annual General Meeting and of the shares represented at the
Annual General Meeting. For a resolution relating to items 17 B and
19 on the agenda above to be valid, the approval is required of
shareholders representing at least nine tenths both of the votes cast
at the Annual General Meeting and of the shares represented at the
Annual General Meeting.
---------------------
The full texts of the Board of Director's proposals for resolutions
as above including the Board of Director's statement in relation to
the proposals concerning dividend and repurchase of the company's own
shares will be available at the company's headquarters (address:
Fleminggatan 7 in Stockholm, Sweden) with effect from 9 April 2008
and will also be posted on the company's website www.afconsult.com.
Shareholders who wish to avail themselves of these documents may
apply to the company to have the material forwarded to them by post
or e-mail.
Stockholm, Sweden, March 2008
AB Ångpanneföreningen (publ)
The Board of Directors
Annual Report available on the website
AB Ångpanneföreningen's Annual Report for 2007 will be available on
the website under www.afconsult.com during the week beginning on 7
April 2008.
Corporate Information
AB Ångpanneföreningen
The ÅF Group is a leader in technical consulting, with expertise
founded on more than a century of experience. We offer highly
qualified services and solutions for industrial processes,
infrastructure projects and the development of products and IT
systems. We are also one of the leading names in testing and
inspection. Today the ÅF Group has 4,000 employees. Our base is in
Europe, but our business and our clients are found all over the
world.
