NORRKÖPING, Sweden--(BUSINESS WIRE)--Regulatory News:
The shareholders of L E Lundbergföretagen AB (publ)(STO:LUNDB) are hereby invited to attend the Annual General Meeting at Grand Hôtel, Vinterträdgården, Stallgatan 6, Stockholm, at 1:30 p.m. on Wednesday April 9, 2014
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 Thursday April 3, 2014, and notify their intention to attend the Annual General Meeting by Thursday April 3, 2014.
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 fax +46 11 21 65 65 or
- by e-mail to firstname.lastname@example.org 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 Thursday April 3, 2014. This means that shareholders must notify the trustee of the need for re-registration in ample time prior to this date.
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. 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.
(item 9c of the agenda)
The Board proposes that the Annual General Meeting resolve on payment of a dividend of SEK 4.60 per share for the 2013 fiscal year. The Board proposes Monday April 14, 2014 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 17, 2014.
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, Mats Guldbrand, Louise Lindh, Fredrik Lundberg, Katarina Martinson, Sten Peterson and Lars Pettersson be re-elected members of the Board and that Lilian Fossum Biner be elected to the Board. It is proposed that Mats Guldbrand be re-elected Chairman of the Board. Current board member Gunilla Berg has declined re-election. Lilian Fossum Biner is 52 and has an MBA and has extensive experience including financial management and strategic pricing. She is a board member of Nobia, Thule Group and Oriflame Cosmetics and more. She has previously been vice president and CFO at Axel Johnson AB, HR Manager at Electrolux and CFO at Spendrups Brewery.
Shareholders representing slightly more than 90% of the voting rights have proposed that the company have a registered public accounting firm as its auditor and 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 2015. KPMG has announced that it is intended that the authorized public accountant Joakim Thilstedt be designated as the principal auditor, with authorised public accountant Kjell Bidenäs as co-auditor.
Director fees will be paid in a total amount of SEK 2,250,000, of which SEK 750,000 will be paid to the Chairman of the Board and SEK 250,000 to each of the other Members of the Board elected by the Annual General Meeting, except for the President.
It is proposed that auditor fees be paid on current account.
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 OMX 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.
If the aforementioned motions are passed and, on the condition that Fredrik Lundberg with companies and wife do not sell any of their shares, their share of voting rights will exceed 90%. Accordingly, Fredrik Lundberg has informed the Company’s Board that he is prepared to convert his Series A shares to Series B shares to such an extent that his total share of the voting power becomes less than 90%.
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 no later than Wednesday March 19, 2014.
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. The total number of voting rights in the Company is 556,000,000.
Stockholm, March 2014
BOARD OF DIRECTORS
This is the type of information that L E Lundbergföretagen AB (publ) is obligated to disclose in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on March 5, 2014, at 08:00 a.m.
Appendix: Invitation to Annual General Meeting
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