Invitation to Annual General Meeting 2018
The shareholders of L E Lundbergföretagen AB (publ) are hereby invited to attend the Annual General Meeting at Grand Hôtel, Vinterträdgården, Stallgatan 6, Stockholm, at 2:00 p.m. on Thursday April 12, 2018
NOTIFICATION OF PARTICIPATION AND REGISTRATION
To be entitled to participate in the business of the Annual General Meeting, shareholders shall be registered in the share register maintained by Euroclear Sweden AB on Friday April 6, 2018 and notify their intention to attend the Annual General Meeting, not later than, Friday April 6, 2018.
Notification should be made:
- by post to the following address: L E Lundbergföretagen AB, SE-601 85 Norrköping, Sweden
- by telephone +46 11 21 65 00
- by e-mail to [email protected] and the Company will confirm by e-mail that it has received notification.
Notification should include name, address, telephone number, personal identification number/corporate registration number, number of shares and number of advisors. If participation is to be based on proxy, the power-of-attorney authorizing should be sent together with the notification of attendance. The original power-of-attorney, registration certificate and other authorizing documents must be shown at the Annual General Meeting.
A form for notifying power of attorney is available from the Company and on its website, www.lundbergforetagen.se.
Shareholders whose shares are held in the name of a trustee, via the Trust Department of a bank or firm of stockbrokers, must temporarily re-register the shares in their own name to be entitled to participate in the Meeting. Such registration must be completed no later than Friday April 6, 2018. This means that shareholders must notify the trustee of the need for re-registration in ample time prior to this date.
PROPOSED AGENDA
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two officers to verify the minutes.
5. Approval of the agenda.
6. Determination of whether the Meeting has been duly convened.
7. The Address by the President.
8. Presentation of
a) the annual report and the auditors’ report, and the consolidated accounts and auditors’ report on the consolidated accounts
b) the auditor’s statement on the level of compliance with the principles for remuneration of senior executives applicable since the preceding Annual General Meeting.
9. Motions concerning
a) adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet
b) discharge of the Board of Directors and the President from personal liability
c) the disposition to be made of the Company’s profit or loss as shown in the balance sheet adopted by the Meeting.
10. Determination of the number of members of the Board and deputies to be elected by the Annual General Meeting.
11. Determination of the fees to be paid to the Board members and auditors.
12. Information regarding the nominated Board member’s assignments in other companies and the election of members of the Board, deputy Board members and Chairman of the Board.
13. Election of auditors and deputy auditors.
14. Motion concerning principles for remuneration of senior executives.
15. Motion authorizing the Board to acquire shares in the company.
16. The Board of Directors’ motion concerning amendments of the articles of association.
17. The Board of Directors’ motion concerning a resolution on a bonus issue.
18. Closure of the Meeting.
ELECTION OF CHAIRMAN OF THE MEETING
(item 2 of the agenda)
Shareholders representing slightly more than 90% of the voting rights propose that Chairman of the Board
Mats Guldbrand be elected Chairman of the Meeting.
DIVIDEND
(item 9c of the agenda)
The Board proposes that the Annual General Meeting resolve on payment of a dividend of SEK 6.00 per share for the 2017 fiscal year. The Board proposes Monday April 16, 2018 as the record day. If the Meeting votes in favor of the motion, the dividend is expected to be issued by Euroclear Sweden AB on Thursday April 19, 2018.
ELECTION OF MEMBERS OF THE BOARD, CHAIRMAN OF THE BOARD, AUDITORS AND DETERMINATION OF FEES
(items 10, 11, 12 and 13 of the agenda)
Shareholders representing slightly more than 90% of the voting rights propose the election of the following parties to the Board of Directors.
The number of members of the Board of Directors shall be eight without deputies. It is proposed that Carl Bennet, Lilian Fossum Biner, Mats Guldbrand, Louise Lindh, Fredrik Lundberg, Katarina Martinson, Sten Peterson and Lars Pettersson be re-elected as Board members. It is proposed that Mats Guldbrand be re-elected Chairman of the Board.
Rule 4.1 of the Swedish Corporate Governance Code has been applied as the company’s diversity policy, which entails that the Board of Directors is to have a composition appropriate to the company’s operations, phase of development and other relevant circumstances, that the Board members elected by the Annual General Meeting are to exhibit diversity and a breadth of qualifications, experience and background, and that the company is to strive to achieve a balanced gender distribution.
Director fees will be paid in a total amount of SEK 2,430,000, of which SEK 810,000 will be paid to the Chairman of the Board and SEK 270,000 to each of the other Members of the Board elected by the Annual General Meeting, except for the President.
The Board propose that the company have a registered public accounting firm as its auditor, that the accounting firm KPMG AB be re-elected as the new auditor for a period of one year, meaning for the period ending with the Annual General Meeting 2019, and that auditor fees be paid on current account. Shareholders representing just over 90% of the voting rights have informed the company that they support the Board’s proposal.
THE BOARD OF DIRECTORS’ MOTION CONCERNING GUIDELINES FOR REMUNERATION OF SENIOR EXECUTIVES
(item 14 of the agenda)
The Board of Directors’ motion is unchanged compared with the guidelines established for the preceding year. Essentially, the motion entails that salaries and other employment conditions pertaining to management be competitive in the market. In addition to a fixed annual salary, senior executives shall also be entitled to receive a bonus based on earnings and profitability targets or the results of activities. No remuneration shall be provided in the form of options or other share-based incentive programs.
THE BOARD OF DIRECTORS’ MOTION CONCERNING AUTHORIZATION OF THE BOARD TO ACQUIRE TREASURY SHARES IN THE COMPANY
(item 15 of the agenda)
The Board of Directors’ motion entails that the Board be authorized during the period up to the close of the following Annual General Meeting to acquire Series B treasury shares subject to the restriction that the holding may not at any time exceed 10% of all of the shares in the Company. Such share acquisitions must take place on NASDAQ Stockholm at the share price applicable on the acquisition date. The aim of any buy-backs will be to enable to the Board to adjust the Company’s capital structure during the period up to the next Annual General Meeting.
In order for this resolution to be valid, it must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
THE BOARD OF DIRECTORS’ MOTION CONCERNING AMENDMENTS OF THE ARTICLES OF ASSOCIATION
(item 16 of the agenda)
The Board’s motion states that Article 4 be amended from its current phrasing, “The Company’s share capital shall amount to at least ninehundredmillion Swedish kronor (SEK 900,000,000) and not more than threebillionsixhundred Swedish kronor (SEK 3,600,000,000).” to “The Company’s share capital shall amount to at least SEK 1,800,000,000” and not more than SEK 7,200,000,000.”
In addition, the Board’s motion states that Article 5 be changed from its current phrasing of, “The number of shares in the Company shall amount to at least ninetymillion (90,000,000) and not more than threehundredandsixtymillion (360,000,000)” and “Series A shares may be issued in a maximum number of 72,000,000, Series B shares in a maximum number of 360,000,000 and Series C shares in a maximum number of 20,000,000” to “The number of shares in the Company shall amount to at least 180,000,000 and not more than 720,000,000” and “Series A shares may be issued in a maximum number of 144,000,000, Series B shares in a maximum number of 720,000,000 and Series C shares in a maximum number of 40,000,000.”
In order for this resolution to be valid, it must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.
THE BOARD OF DIRECTORS’ MOTION CONCERNING A RESOLUTION ON A BONUS ISSUE
(item 17 of the agenda)
The Board of Directors proposes that the company’s share capital be increased by SEK 1,240,000,000 through the issuance of 48,000,000 new series A shares and 76,000,000 new series B shares. The increased amount will be received by means of a transfer of SEK 1,240,000,000 from non-restricted equity in accordance with the most recently approved balance sheet. For the bonus issue, the following conditions apply:
1. Each existing series A share shall provide the right to one (1) new series A share and each existing series B share shall provide the right to one (1) new series B share.
2. Record day for the bonus issue shall be May 15, 2018.
3. The new shares shall entitle holders to a dividend for the first time on the record day for the dividend which falls closest after the Swedish Companies Registration Office has registered the bonus issue.
4. The new series A shares shall be subject to a conversion clause in accordance with the Swedish Companies Act, Chapter 4, Article 6, which is apparent from Article 11 of L E Lundbergföretagen’s Articles of Association.
5. The President is authorized to make minor adjustments to the resolution that could become essential in conjunction with the registration of the bonus issue at the Swedish Companies Registration Office and Euroclear Sweden AB.
The motion presumes that the Annual General Meeting carries a resolution regarding an amendment to the Articles of Association in accordance with the Board’s motion in item 16.
AVAILABLE DOCUMENTATION
The annual report, auditors’ report and the auditors’ statement concerning compliance with the principles for the remuneration of senior executives, the Board’s complete motions under items 14 and 15, and the Board’s reasoned statement for motions under items 9c and 15 will be available from the Company and on the Company’s website www.lundbergforetagen.se not later than Thursday March 22, 2018.
These documents will be sent to shareholders who contact the Company and state their address and will also be available at the Annual General Meeting.
INFORMATION ON THE ANNUAL GENERAL MEETING
The Board of Directors and the President shall, should any shareholder so request and provided that the Board is of the opinion that this can occur without significant damage to the company, provide disclosures regarding conditions that could impact upon the evaluation of a motion on the agenda, conditions that could impact on the evaluation of the company’s or a subsidiary’s financial situation, and the company’s relationship to other Group companies.
TOTAL NUMBER OF SHARES
The total number of shares in the Company is 124,000,000, of which 48,000,000 are Series A shares and 76,000,000 are Series B shares. Series A shares carry ten votes and Series B shares carry one vote. The total number of voting rights in the Company is 556,000,000. No shares are held in treasury by the Company.
Stockholm, March 2018
BOARD OF DIRECTORS