Shareholders in AB Geveko are herewith notified that the company's Annual General Meeting will be held at 4.30 pm on Thursday 26 April 2007 at the Hotel Radisson SAS Scandinavia, Södra Hamngatan 59, Göteborg, Sweden. Notification Shareholders who wish to take part in the Annual General Meeting (AGM) - shall be registered as such in the register of shareholders maintained by VPC AB by no later than 20 April 2007, and - shall notify the company of their intention to participate by no later than 20 April 2007. The notification of intention to participate can be sent in writing to the company at AB Geveko, Box 2137, S-403 13 Göteborg, Sweden, by phoning +46 31 17 29 45, by faxing +46 31 711 88 66, or by emailing info@geveko.se. Shareholders bringing assistants shall state how many. Shareholders whose shares are registered in nominee names through their bank's trust department or a brokerage must have their shares temporarily re-registered in their own name in order to be entitled to participate in the AGM. Such temporary re-registration (for entitlement to vote) should be arranged well in advance of 20 April 2007 with the bank or brokerage in whose name the shares are registered. Shareholders who are represented by proxies shall provide a proxy form for the person in question. If the proxy form is issued by a juridical person a verified copy of the said person's certificate of registration shall be enclosed. The proxy must not be more than one year old. Originals of proxy forms and certificates of registration, if any, should reach AB Geveko well in advance of the AGM. PROPOSED AGENDA 1. Opening of Annual General Meeting. 2. Election of chairman of the Meeting. 3. Preparation and approval of voting list. 4. Approval of the agenda. 5. Election of two adjusters to check and approve the minutes together with the chairman. 6. Resolution concerning the due convening of the Meeting. 7. a) Presentation of annual report and audit report for 2006 and of the consolidated financial statements and the audit report on the consolidated financial statements for 2006. b) Managing Director's review of the business and questions from shareholders for the company's Board and senior management. c) Account by the chairman of the board of the activities of the Board and its committees during the year under review. 8. Decisions on a) adoption of profit and loss account and balance sheet and the consolidated profit and loss account and the consolidated balance sheet; b) proposed treatment of unappropriated earnings as stated in the adopted balance sheet, and decision on the date of record for entitlement to dividend; c) discharge of the members of the board and the managing director from liability. 9. Report by Nomination Committee on its activities. 10. Decision on number of board members and deputy members. 11. Decision on fees for the Board and auditors. 12. Election of members and deputy members of the Board. 13. Election of chairman of the board. 14. Election of auditors and deputy auditors. 15. Decision on Nomination Committee for the period until the 2008 AGM a) Nomination Committee's mandate b) number of members c) fees and defrayal of costs d) election of members 16. Decision on guidelines for salary and other remuneration to the company's senior management. 17. Proposal for decision about share redemption procedure, including: (A) amendments to the company's Articles of Association; (B) Share split; (C) Reduction in share capital through cancellation of Series "A" and "B" shares, (D) Increase in share capital by way of scrip issue; (E) Authorisation. Proposals for decision Item 2. The Nomination Committee proposes that Ove Mattsson be elected to chair the Meeting. Item 8b Proposed treatment of unappropriated earnings The Board proposes that a dividend of SKr 11 be paid for the 2006 financial year, and that the date of record for entitlement to dividend be 2 May 2007. Provided the AGM resolves in favour of the proposal it is expected that the dividend will be disbursed by VPC on 7 May 2007. Item 9. Pursuant to the decision made by the 2006 AGM a Nomination Committee has been appointed, consisting of Sigurd Walldal, chairman, Jarl Ergel and Sören Sjölander. Items 10-14. The Nomination Committee has submitted the following proposals with regard to Items 10-14: That the board shall consist of seven members and one deputy member. That a fee of 400,000 kronor shall be paid to the chairman of the board and that each member and deputy member shall receive 150,000 kronor, except for the secretary of the board, who shall receive a fee on the basis of approved invoices. That a fee of 3,000 kronor per meeting shall be paid for committee activities, over and above which the members of the Share Council who are not employed by the company shall receive a fixed fee of 25,000 kronor. That the auditors shall receive a fee in accordance with the previously agreed contract and on the basis of approved invoices. That David Bergendahl, Klas Dunberger, Klas Dunberger, Helena Levander, Tomas Landeström, Ove Mattsson and Sören Sjölander be re-relected to the Board. Magnus Ergel is not available for re-election. That Åsa Söderström Jerring be elected to the Board. That Lars Lewerth be re-elected a deputy member of the Board. That Ove Mattsson be elected chairman of the board. That Bror Frid, authorised public accountant, Öhrlings Pricewaterhouse Coopers AB, be elected auditor for the period until the 2008 AGM. That Helen Olsson Svärdström, authorised public accountant, Öhrlings Pricewaterhouse Coopers AB, and Johan Rippe, authorised public accountant, Öhrlings Pricewaterhouse Coopers AB, be elected deputy auditors for the period until the 2008 AGM. Information about all members who are nominated for election to AB Geveko's board, information about the nominated auditors and deputy auditors and an account of the Nomination Committee's activities and its proposal for allocation of fees are available on the company's website and will also be sent to those shareholders who so request. Item 15. Shareholders representing more than 50% of the voting rights in the company propose that the AGM elect a Nomination Committee in accordance with the following: a) mandate of Nomination Committee - to submit nomination for election of chairman of the meeting. - to submit proposal for decision on board fee. - to submit nominations for election of chairman and other members of the board. - to submit proposal for decision on auditors' fee. - to submit proposals for election of auditors in relevant years. b) the Committee shall have three members. c) the chairman shall receive a fee of 60,000 kronor and each of the other members shall receive a fee of 40,000 kronor. Over and above this, the Nomination Committee shall be entitled, whenever necessary, to engage outside consultants who shall receive a fee on the basis of approved invoices. d) it is proposed that Sigurd Walldal be elected chairman of the Nomination Committee and that Sören Sjölander and David Bergendahl be elected members. Item 16. Adoption of guidelines for salaries and other remuneration of company management The Board proposes that the following guidelines for the remuneration of the company's management be adopted. Guidelines for salaries and other remuneration, as well as other conditions of employment, for company management primarily require the company to endeavour to offer its senior management personnel remuneration on a market level. Following proposals from a separate remuneration committee, the remuneration shall be decided on by the Board. The criteria for their decision shall be based on the importance of the duties, competence requirements, experience and performance. The remuneration shall consist of the following components: fixed basic salary, variable pay component, pension benefits, other benefits and severance conditions. The variable component shall be no more than 40% of the fixed annual salary and is based on the result achieved in relation to agreed targets and on individual performance. Basic pension benefit consists of the ITP Plan. This is complemented by a defined premium pension plan. All in all, the total cost shall not exceed 36% of the annual salary. Retirement age shall be 65. The Board is entitled to deviate from these guidelines in individual cases should there be special reason to do so. Item 17. Proposal for share redemption procedure, including (A) amendment to company's articles of association, (B) share split, (C) reduction in share capital by cancellation of Series "A" and Series "B" shares, (D) increase in share capital by means of a scrip issue, and (E) authorisation. The Board proposes that the Annual General Meeting resolve in favour of an automatic share redemption procedure whereby each share is split into two new shares (2:1 share split), of which one will be redeemed for 75 kronor. The effect of this will be to distribute some SKr 316 million to the shareholders. The Board also proposes a scrip issue by means of a transfer of SKr 52,744,162.50 from non-restricted reserves to share capital. A. Amendment to company's articles of association The Board proposes that the wording of the articles of association be amended to the effect that the limits for the share capital be reduced from a minimum of SKr 75,000,000 and a maximum of SKr 300,000,000 to a minimum of SKr 50,000,000 and a maximum of SKr 200,000,000 respectively (§2 in the articles). B. Share split The Board proposes a share split whereby each share is divided into two shares (of the same Series), of which one shall be called the redemption share in the VPC system and be cancelled in the manner described in point C below. The effect of the split will be to reduce the share's par value (share capital divided by the number of shares). VPC AB's date of record for executing the share split is specified in the Board's complete proposal (which will be made available by no later than 12 April 2007), but is intended to fall in mid May 2007. Following the share split, the company will have 8,439,066 shares in issue, of which 1,440,000 Series "A" shares, and 6,999,066 Series "B" shares, each share having a par value of SKr 12.50. C. Reduction in share capital by cancellation of Series "A" and Series "B" shares. The Board proposes that the AGM resolve in favour of reducing the company's share capital by 52,744,162.50 (amount of reduction) by cancelling 4,219,533 shares, of which 720,000 are Series "A" shares and 3,499,533 are Series "B" shares, each share having a par value of SKr 12.50, after completion of the split. The shares that will be cancelled in accordance with point B above are known as redemption shares in the VPC system. The date of record for entitlement to receive redemption shares shall be the same day as the date of record for execution of the share split in accordance with point B above. The purpose of the reduction share capital is to return capital to the shareholders. For each redeemed share (regardless of Series), a redemption payment in cash of 75 kronor will be paid, of which 12.50 kronor corresponding to the share's par value will be taken from share capital and 62.50 kronor will be taken from non-restricted reserves. The total redemption payment will amount to 316,464,975 kronor. Over and above the amount of the reduction, an estimated total amount of 263,720,812.50 kronor will be returned to the shareholders. The redeemed shares will be paid for as soon as possible, in any case no later than ten banking days after the Swedish Companies Office has registered all the decisions in accordance with points A-D. After the reduction, the company's share capital will amount to 52,744,162.50 kronor, divided into a total of 4,219,533 shares, of which 700,000 will be Series "A" shares and 3,499,533 will be Series"B" shares, each share having a par value of 12.50 kronor. The decision to reduce the share capital by redeeming shares in accordance with this point C can be executed without requiring the permission of the Companies Office or a court of law, as the company will at the same time be making a scrip issue in accordance with point D below as a measure that neither a reduction in the company's restricted equity nor a reduction in its share capital. D. Scrip issue The Board also proposes that the Annual General Meeting resolve in favour of increasing the company's share capital by 52,744,162.50 kronor by means of a scrip issue. The amount by which the share capital is to be increased shall be transferred to the share capital from non-restricted reserves. No new shares will be issued in connection with the increase in the share capital. After the increase as above, the company's share capital will amount to 105,488,325 kronor, divided into a total of 4,219,533 shares, of which 720,000 will be Series "A" shares and 3,499,533 will be Series"B" shares, each share having a par value of 25 kronor. E. Authorisation The Board proposes that the Annual General Meeting authorised the managing director to make such minor adjustments to decisions A-D above as may turn out to be necessary in connection with the registration of the decisions with the Companies Office or their execution in the VPC system. Other information The annual report and the audit report for the 2006 financial year will be made available at the company's head office as of 4 April 2007. The annual report will also be available on the company's website at www.geveko.se. The printed annual report will be available at the Annual General Meeting. The Board's complete set of proposals under Item 17 and documents thereto related will be made available at the company's head office as of 12 April 2007 and will be sent to shareholders who contact the company and provide their address. Programme for AGM 3.30 pm Doors open 4.30 pm Opening of AGM After the AGM, the company will offer light refreshments. Göteborg, Sweden, March 2007 AB GEVEKO (publ) Board
Notice Of Annual General Meeting - Ab Geveko
| Source: Geveko, AB