Notice to Annual General Meeting in Atrium Ljungberg AB (publ)
Notice of Attendance
Shareholders who wish to attend the General Meeting shall:
(i) have entered into the share register kept by Euroclear Sweden AB on Tuesday 1 April 2014; and
(ii) give notice of his or her intention to participate at the General Meeting no later than Wednesday 2 April 2014. Notice of attendance at the General Meeting shall be made in writing to Atrium Ljungberg AB, P.O. Box 4200, SE‐131 04 Nacka, or by fax +46 8 615 89 99, or by telephone +46 8 615 89 00, or via the Company’s website www.atriumljungberg.se, or by e‐mail to info@atriumljungberg.se. When giving notice of participation, the shareholder shall state name, personal identification number or company registration number, telephone number and number of shares represented at the General Meeting. If participation is by way of proxy, such document should be submitted in connection with the notice of participation at the General Meeting. For shareholders who wish to participate at the General Meeting by proxy, a proxy form will be available at the company’s website, www.atriumljungberg.se and may be ordered by contacting the Company at the above telephone number.
Shareholders with nominee‐registered shares must, in order to participate at the General Meeting, temporarily register the shares in his or her own name. Such shareholder must notify its nominee regarding the above‐mentioned matter in due time prior to 1 April 2014.
Matters to be dealt with at the Meeting
1. Election of Chairman of the Meeting
2. Approval of the agenda
3. Preparation and approval of the voting list
4. Election of at least one person to certify the minutes
5. Establishment of whether the Meeting has been duly convened
6. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Financial Statement and the Group Auditor’s Report
7. Resolution regarding adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet
8. Resolution regarding discharge from liability for the members of the Board of Directors and the Managing Director
9. Resolution regarding appropriation of the company’s profit according to the adopted balance sheet
10. Resolution regarding the number of members of the Board of Directors
11. Resolution regarding fees for the Board of Directors and the Auditors
12. Election of members of the Board of Directors
13. Establishment of a Nomination Committee
14. Resolution regarding Guidelines for remuneration of the Senior Executives of the Company
15. Authorisation for the Board of Directors to resolve to transfer own shares of the Company
16. Closing of the Meeting
Proposals
Election of Chairman of the Meeting (item 1)
The Nomination Committee, consisting of Gunilla Fjelde (also Chairman of the Nomination Committee), representing the Holmström Family, Lars Ericson, representing Konsumentföreningen Stockholm, Eva Gottfridsdotter-Nilsson, representing Länsförsäkringar Fondförvaltning, Johan Ljungberg, representing the Ljungberg Family and Pirta Wentzel, representing Ömsesidiga arbetspensionsförsäkringsbolaget Varma, proposes Dag Klackenberg to be elected as Chairman of the Meeting.
Election of members of the Board of Directors, fees etc. (items 10-12)
The Nomination Committee has presented the following proposals:
- that the Board of Directors shall consist of seven ordinary members of the Board of Directors;
- that the fees for the Board of Directors shall be SEK 1,600,000 of which SEK 400,000 shall be allocated to the Chairman and SEK 200,000 to each of the other members of the Board of Directors;
- that remuneration for the auditors shall be paid in accordance with approved invoices; and
- that the following members of the Board of Directors shall be re-elected: Dag Klackenberg (also re-elected as Chairman of the Board of Directors), Sune Dahlqvist, Thomas Evers, Anna Hallberg and Johan Ljungberg; that the following persons shall be newly elected: Erik Langby and Simon de Chateau. Anders Nylander has informed that he is not available for re-election.
At the Annual General Meeting in 2011, Ernst & Young AB was elected as auditors of the Company for the period until the end of the Annual General Meeting to be held in 2015.
Establishment of a Nomination Committee (item 13)
The Nomination Committee proposes that the General Meeting shall establish a new Nomination Committee in respect of the Annual General Meeting 2015 according to the following principles.
The Chairman of the Board of Directors shall contact the five largest shareholders by votes based on registered shareholding or in other ways known shareholders of the Company and ask them to appoint one representative each of the Nomination Committee.
The relevant time for shareholding shall be 30 April 2014. If any of such shareholders renounce from appointing a representative, the next largest shareholder based on registered shareholding or in other ways known shareholding shall be approached etc. The appointed representatives shall constitute the Nomination Committee. The members of the Nomination Committee shall among themselves elect a Chairman. The name of the members of the Nomination Committee shall be announced as soon as the Nomination Committee has been constituted, but not later than 13 June 2014. The Nomination
Committee shall fulfil the duties arising under the Swedish Code of Corporate Governance.
Unless the ownership of the Company is materially changed, the Ljungberg Family, the Holmström Family and Konsumentföreningen Stockholm will each appoint one representative of the Nomination Committee. In addition, the next two largest shareholders in the Company will have the opportunity to appoint one representative each of the Nomination Committee.
If any of the shareholders who has appointed a representative of the Nomination Committee is disposing of a substantial part of its shares in the Company before the duties of the Nomination Committee has been completed, the representative appointed by of such shareholder shall resign, if so decided by the Nomination Committee, and be replaced by a new representative to be appointed by the shareholder who at such time is the largest registered shareholder by votes or in other ways a known shareholder of the Company not already represented in the Nomination Committee. If any of the representatives of the Nomination Committee is no longer representing the shareholder who has appointed the representative before the duties of the Nomination Committee has been completed, such representative shall be replaced, if so decided by the Nomination Committee, by a new representative appointed by the shareholder.
No fees shall be paid to the representatives of the Nomination Committee. Upon request by the Nomination Committee, the Company shall provide human resources, such as a secretary of the Nomination Committee, to facilitate the work of the Nomination Committee. If needed, the company may also carry reasonable costs, for example costs related to external consultants, if the Nomination Committee determines this necessary to be able to fulfil its duties.
Resolution regarding Guidelines for remuneration of the Senior Executives of the Company (item 14)
The Board of Directors proposes the following Guidelines for remuneration of the Senior Executives of the Company.
Salaries and other terms and conditions of employment for the Senior Executives shall be on market conditions and competitive, but not market-leading in relation to other comparable companies.
The Guidelines shall apply for the Senior Executives, which currently consists of the managing director and seven business area directors. The remuneration of the Managing Director shall be proposed by the Chairman of the Board of Directors and be determined by the Board of Directors. Remuneration payable to other members of the senior management shall be proposed by the Managing Director and approved by the Board of Directors. Remuneration to the senior management consists of fixed salary. No variable salary or performance-related remuneration shall be paid. The retirement age for the Managing Director is 62 years. For other members of the senior management, the retirement age is 65 years. Pension plans shall be defined contribution plans, which mean that the Company has no additional obligations after payment of the annual premiums.
In the event of termination of employment by the Company, the Managing Director of the Company has a notice period of 12 months. Other members of the senior management have a notice period of up to six months.
In the event of termination of employment by the Company, the Managing Director of the Company is entitled to severance pay corresponding to 12 month’s salary. No further severance pay exists. In addition, the terms and conditions that the Company applies to other employees of the group, either in accordance with collective agreements or in accordance with unilateral commitments by the Company to the employees, shall in relevant part also apply to the Senior Executives. The Board of Directors may depart from the above-mentioned Guidelines if there are special grounds for doing so in a particular case.
Authorisation for the Board of Directors to resolve to transfer own shares of the Company (item 15)
The Board of Directors proposes that the General Meeting authorises the Board of Directors to resolve to transfer, on one or several occasions during the period up until the next Annual General Meeting, not more than all own Class B shares the Company hold at any such time (i) on a regulated market where the shares in the Company are listed, or (ii) otherwise than such transfer on a regulated market, whereby the Board of Directors shall be authorised to transfer shares for cash payment with deviation from the shareholders’ preferential rights or in the form of payment in kind in connection with acquisitions of companies, businesses or properties. Transfer of shares on a regulated market may only take place at a price within the price range registered at any given time. Transfer of shares other than on a regulated market and where transfer of shares is taken place with deviation from the shareholders’ preferential rights or in the form of payment in kind may not occur at a price lower than the price based on the current market price at the time of the transfer.
The objectives of the authorisation is to give the Board of Directors greater scope to act and possibility to continuously adjust the capital structure of the Company and thereby contribute to increased shareholder value as well as to finance future acquisitions. The reason that the Board of Directors, in connection with the transfer of shares otherwise than by transfer of shares on a regulated market, shall be able to resolve to transfer shares with deviation from the shareholders’ preferential rights, is that the Company thereby may dispose of shares in a more time efficient way in case the liquidity in the Company’s shares on the regulated market at the time of transfer is limited.
The resolution to authorise the Board of Directors to transfer the Company’s own shares as set out above is valid only if it is supported by shareholders representing at least two thirds of both the votes cast and the shares represented.
Miscellaneous
The Annual Report for the financial year 2013 and the Board of Directors’ statement in respect of the above proposal regarding profit distribution will be available at the Company as from 17 March 2014 at the address Sickla Industriväg 19 in Nacka and on the Company’s website www.atriumljungberg.se. The Annual Report will also be distributed to shareholders prior to the AGM and can be ordered by fax +46 8 615 89 99, by telephone +46 8 615 89 00 or by e-mail: info@atriumljungberg.se. Shareholders are reminded of their right to request information at the General Meeting from the Board of Directors and the Managing Director pursuant to Chapter 7, section 32 of the Swedish Companies Act.
As of 5 March 2014, a total of 133,220,736 shares exist in the Company, representing a total of 169,220,736 votes, divided into 4,000,000 Class A shares and 129,220,736 Class B shares. The Company currently holds 3,063,748 own Class B shares, corresponding to 3,063,748 votes, which may not be represented at the General Meeting.
Nacka, March 2014
Atrium Ljungberg AB (publ)
Board of Directors