Notice to attend the Annual General Meeting of Addtech AB (publ)>
Notice to attend the Annual General Meeting of Addtech AB (publ)
(Thomson Reuters ONE) - The shareholders of Addtech AB (publ), organisation number556302-9726, are hereby given notice to attend the Annual GeneralMeeting to be held at 4:00 p.m., Monday, 24 August 2009, at the IVAconference centre, Grev Turegatan 16, Stockholm.NOTICE OF PARTICIPATIONShareholders who wish to participate in the proceedings of the AnnualGeneral Meeting must:* be entered in the shareholders' register maintained by Euroclear Sweden AB (formerly VPC AB) no later than Tuesday, 18 August 2009.* notify the Company's head office at Addtech AB (publ.), Box 5112, SE-102 43 Stockholm, Sweden, or by telephone +46 (0)8 470 49 00, fax +46 (0)8 470 49 01 or via the Company's website, www.addtech.com, or by e-mailing info(at)addtech.com, no later than by 3:00 p.m., Thursday 20 August 2009. Such notice must contain the shareholder's name, personal registration number (organisation number), address, telephone number and the number of shares represented as well as any attending counsel. Details provided will be processed electronically, and will only be used for the purposes of the 2009 Annual General Meeting.Shareholders whose shares are registered under a trustee musttemporarily register their shares in their own name in order toexercise their voting rights at the Annual General Meeting. Suchchanges in registration must be completed no later than Tuesday, 18August 2009 in order for due registration to take place.Where participation will be by proxy, an original copy of the proxydocumentation and any document evidencing authority must be submittedto the Company well in advance of the Annual General Meeting. Anysuch proxy authorisation must not have been issued earlier that oneyear before the date of the Annual General Meeting. Proxies for legalentities must also submit a certified copy of a certificate ofincorporation or equivalent document evidencing authority. TheCompany provides a proxy form to the shareholders and this form isavailable at the Company's head office, or on the Company's website.PROPOSED AGENDA1. Opening of the Meeting.2. Election of Chairman to preside over the Meeting.3. Compilation and approval of Electoral Register.4. Approval of agenda.5. Election of one or two persons to approve the Minutes tobe taken at the Meeting.6. Determination of whether or not the Meeting has beenduly called.7. Presentation of the Annual Accounts and the Audit Reportand the Consolidated Financial Statements and the Consolidated Audit Report.8. Address by the President and Chief Executive Officer.9. Resolutions a) regarding adoption of the Income Statement andthe Balance Sheet and the Consolidated Income Statement and the Consolidated Balance Sheet, b) regarding allocation of the Company's earnings inaccordance with the duly adopted Balance Sheet, and c) regarding discharge from liability for themembers of the Board of Directors and the President.10. Report on the work of the Election Committee.11. Determination of the number of directors.12. Ratification of fees for the Board of Directors and theauditors.13. Election of directors and Chairman of the Board ofDirectors.14. Election of auditor.15. Resolution regarding the Election Committee, how membersof the Election Committee are to be appointed and the assignment of the ElectionCommittee.16. Resolution regarding guidelines for compensation ofmembers of senior management.17. Resolution regarding issuing call options forbought-back shares and the transfer of bought-back shares to management personnel ("the 2009 Share-RelatedIncentive Scheme").18. Resolution regarding conditional amendment to theArticles of Association.19. Resolution regarding authorisation for the Board ofDirectors to decide on the purchase and conveyance of own shares.20. Other matters.21. Adjournment.PROPOSED RESOLUTION WITH RESPECT TO ITEMS 2 AND 11-15 ON THE AGENDAThe 2008 Annual General Meeting resolved to give the Chairman of theBoard of Directors the assignment of contacting the five knownlargest shareholders by vote as at 31 December 2008, and to requestthat they appoint members who, together with Chairman of the Board ofDirectors, will constitute the Election Committee ahead of the 2009Annual General Meeting . The Election Committee consists of AndersBörjesson (Chairman of the Board of Directors), Tom Hedelius, ArneLööw (appointed by the Fourth Swedish National Pension Fund),Marianne Nilsson (appointed by Swedbank Robur) and Pär Stenberg.Anders Börjesson is the Chairman of the Election Committee. TheElection Committee, the members of which represent more than 47percent of the votes in the Company, has entered the followingproposals:2. Election of Chairman to preside over the MeetingAnders Börjesson as Chairman to preside over the Meeting.11. Determination of the number of directorsFive directors.12. Determination of fees for the Board of Directors and theauditorsTotal fees to the Board of Directors of SEK 1,250,000, to bedistributed as follows: SEK 450,000 to the Chairman of the Board ofDirectors, SEK 350,000 to the Vice Chairman of the Board ofDirectors, and SEK 225,000 to each of the other directors appointedby the Annual General Meeting and not employed by the Company. Nofees are payable for committee work.Audit fees will be paid according to approved invoice.13. Election of directors and Chairman of the Board ofDirectorsRe-election of directors Anders Börjesson, Eva Elmstedt, TomHedelius, Johan Sjö and Lars Spongberg. Urban Jansson has declined tobe re-elected.Anders Börjesson to be appointed to serve as Chairman of the Board.Descriptions of the members of the Board of Directors can be found inthe Company's Annual Report for 2008/2009 and at the Company'swebsite.14. Election of auditorsFor the period up to an including the 2013 Annual General Meeting,the re-election of registered accountancy company KPMG AB isproposed. KPMG AB has announced that it intends to appoint AuthorisedPublic Accountant Joakim Thilstedt as the auditor in charge.15. Resolution regarding the Election Committee, how members ofthe Election Committee are to be appointed and the assignment of the Election CommitteeIt is proposed that the Election Committee shall consist ofrepresentatives of the five largest known shareholders by vote as at31 December 2009 and the Chairman of the Board of Directors, who isalso tasked with convening the first meeting of the ElectionCommittee. The Election Committee will appoint a chairman among itsmembers. The composition of the Election Committee shall be announcednot later than six months before the 2010 Annual General Meeting.The mandate period of the Election Committee shall extend until a newelection committee has been appointed. The Election Committee shallhave the right to receive reasonable compensation for out-of pocketexpenses incurred in the process of evaluation and recruitment. Themembers of the Election Committee receive no compensation from theCompany for their work.The assignment of the Election Committee shall include evaluating thecomposition and work of the Board of Directors and providingproposals to the Annual General Meeting in respect of:- Chairman to preside over the Annual GeneralMeeting;- Directors and Chairman of the Board of Directors;- Fees to directors not employed by the Company;- Where appropriate, election of a registered auditfirm and audit fees; and- Principles for how members of the ElectionCommittee are to be appointed.In the event that a member of the Election Committee resigns or isprevented from fulfilling the assignment, the remaining membersshall, among the shareholders of the Company, be able to appoint asuitable replacement to the Election Committee for the remainder ofthe mandate period.PROPOSAL OF THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDERITEMS 9b and 16-199b. Resolution with respect to disposition of the Company'searnings according to the adopted Balance SheetThe Board of Directors proposes a dividend to the shareholders of SEK5.00 per share (SEK 7.00) and Thursday, 27 August 2009 as the recorddate for receipt of the dividend. Subject to approval by the AnnualGeneral Meeting in accordance with the proposal, the dividend isexpected to be paid via Euroclear Sweden AB on Tuesday, 1 September2009 to shareholders on record on the record date.16. Resolution with respect to guidelines for compensation tomembers of senior managementThe Board of Directors proposes that the Annual General Meetingpasses a resolution on guidelines for compensation to members ofsenior management, essentially as follows:The guidelines shall apply to compensation to the President and theother members of Addtech's Group management ("the Group Management").Addtech strives to offer total compensation which is reasonable andcompetitive, and which thereby serves to attract and retain qualifiedassociates. The total compensation, which varies in relation to theindividual's and the Group's performance, may consist of thecomponents set out below.A fixed salary shall constitute the basis for the total compensation.The salary shall be competitive and reflect the responsibilityinvolved in the work. The fixed salary shall be reviewed on an annualbasis.Variable compensation may be based, among other factors, on theGroup's growth in earnings, profitability and cash flow. The annualvariable portion may be for a maximum of 40 percent of the fixedsalary.The Board of Directors will evaluate on an annual basis whether ornot a long-term incentive scheme shall be proposed to the AnnualGeneral Meeting and, if such is the case, whether or not the proposedlong-term incentive scheme shall include conveyance of shares in theCompany.Retirement pension, health care benefits and medical benefits shallbe designed in such a way as to reflect rules, regulations andestablished practice in the marketplace. Pension plans shall bedefined-contribution pension plans to the greatest extent possible.Other benefits may be provided to individual members or the entireGroup Management, and will be designed relative to establishedpractice in the marketplace. These benefits shall not constitute asignificant portion of total compensation.Members of Group Management are obliged to observe a 6-month periodof notice in the event of termination at the initiative of theemployee and shall have a right to a 12-month period of notice in theevent of termination at the initiative of the Company. In the eventof termination at the initiative of the Company, members of the GroupManagement shall have the right to a severance payment equivalent toa maximum of 12 months' salary, in addition to salary and otheremployment benefits during the period of notice. No severance paymentshall be payable in the event of termination at the initiative of theemployee.The Board of Directors shall have the right to deviate from the abovementioned guidelines in individual cases and where special reasonsexist. In the event of any such deviation, information about this andthe reasons for the deviation shall be reported at the next AnnualGeneral Meeting.The Compensation Committee appointed by the Board of Directorsprepares and compiles proposals to the Board of Directors forcompensation to the President. Based on proposals by the President,the Compensation Committee makes decisions regarding compensation tothe other members of the Group Management. The Board of Directors isinformed of the decisions of the Compensation Committee.17. Resolution regarding issuing call options for bought-backshares and the transfer of bought-back shares to management personnel ("the 2009 Share-RelatedIncentive Scheme")The Board of Directors proposes that the Annual General Meetingshould pass a resolution to adopt a long-term incentive scheme, the2009 Share-Related Incentive Scheme ("the Scheme"). The scheme, whichit is proposed will include around 22 members of management personnelwithin the Addtech Group, involves the participants being given theopportunity to acquire, at market price, call options relating toclass B shares in Addtech AB (publ) ("the Company") bought back bythe Company, with the participants receiving a certain subsidy onpremiums paid for the options after two years.The proposal of the Board of Directors also involves the AnnualGeneral Meeting approving the Company - in deviation from theshareholders' preferential rights - transferring up to 236,000 of theCompany's bought-back class B shares to the option holders at theagreed exercise price in connection with any exercise of the calloptions (subject to any recalculations). Finally, the proposal of theBoard of Directors also involves the Annual General Meeting approvingthe possibility of class B shares which the Company has acquired inaccordance with previous authorisation being transferred in order toguarantee the provision of shares in accordance with the proposedScheme. The Company currently holds a total of 589,900 class B sharesin the Company.This proposal has been prepared by the Company's CompensationCommittee in consultation with the Company's Board of Directors. Thedecision to propose the Scheme to the Annual General Meeting wastaken by the Board of Directors.The Scheme involves the following main terms and conditions:a) The number of call options to be issued shall not exceed 236,000,corresponding to approximately 1.0% of the total number of shares and approximately 0.7 of the total numberof votes in the Company. Each call option entitles the holder to acquire one (1) bought-back class B sharein the Company during the period from 3 September 2012 to 14 June 2013 inclusive. Shares may not,however, be purchased during any such period when trading in the Company's shares is forbidden in accordancewith § 15 of the Swedish Reporting Duty for Certain Holdings of Financial Instruments Act (2000:1087) or anyother equivalent legislation which applies at any given time.b) The purchase price for shares on exercising options shallcorrespond to 120% of the volume-weighted average of the price paid for the Company's B shares on the NASDAQ OMXExchange in Stockholm during the period from 31 August 2009 to 11 September 2009 inclusive.c) The right to acquire call options shall be granted to the GroupManagement and approximately 17 members of management personnel within the Addtech Group who are directlyable to have an impact on the Group's profits. The President and Chief Executive Officer shall be offered amaximum of 25,000 call options, and other management personnel will be divided into five differentcategories, in which individuals will be offered a maximum of 18,000 and a minimum of 4,000 call options.d) If persons who are entitled to an allocation refrain in full orin part from acquiring call options offered to them, such unacquired call options shall be divided on a pro ratabasis between those persons who are entitled to an allocation and who have expressed their interest in acquiringadditional call options in writing. Persons who are entitled to an allocation may not come to acquire more than anadditional 30% of the original number of call options offered in this manner.e) The Board of Directors shall establish with final effect thedistribution of call options according to the principles outlined in points 17c) and d) above, and the number of calloptions the employees within each category shall be offered for acquisition.f) Notice of acquiring call options must be given no later than 16September 2009.g) The premium for the call options shall correspond to the marketvalue of the call options as per an external independent valuation, applying an accepted valuation method.The measuring period for underlying share prices on calculating the option premium shall be from 7 September 2009until 11 September 2009 inclusive.h) Issuing call options to employees outside Sweden is dependent ontax effects, there being no legal impediment, and the Board of Directors deeming that such allocation can becarried out with reasonable administrative and financial resources. The Board of Directors shall be entitled tomake such minor amendments to the Scheme as required by applicable foreign legislation and regulations.i) The call options are freely transferable.j) The number of shares which the call options bring entitlement toacquire and the exercise price may be recalculated as a result of e.g. bonus issues, shareconsolidations or splits, new issues, a reduction in the share capital or similar actions. The point in time at which sharesare transferred may be brought forward as a result of any merger or similar actions.k) In order to encourage participation in the Scheme, a subsidyshall be paid corresponding to the premium paid for each call option. This subsidy shall be paid during August 2011,providing that the option holder's employment with the Group has not been terminated and that the call optionshave not been disposed of prior to this point.l) Within the constraints of the above terms, conditions andguidelines, the Board of Directors shall be responsible for the further formulation and administration of the Scheme.The costs of the Scheme consist of the subsidy paid during August2011 as detailed above and the social security charges payable onthis subsidy. The total cost of the subsidy, including socialsecurity charges, has been estimated at approximately SEK 2.5 millionafter corporation tax (calculated based on the prevailing marketconditions on the date of this notice). Against this subsidy, theoption premium corresponds to a total of approximately SEK 2.6million which the Company will receive on transferring the calloptions, as a result of which the Scheme will not involve any netcharge to the Company's equity.The reason for deviating from the shareholders' preferential rightsand the Board of Directors' reason for implementing the Scheme isthat management personnel within the Addtech Group will be able totake advantage and work towards an increase in the value of theCompany's shares through their own investment. The intention of theScheme is also to contribute towards management personnel increasingtheir shareholdings in Addtech in the long term. The Scheme is alsoexpected to create the right conditions for retaining and recruitingskilled personnel for the Addtech Group, to provide competitiveremuneration and to unite the interests of the shareholders and themanagement personnel. Those members of management personnel includedin the Scheme are the group who, in an otherwise heavilydecentralised organisation, are able to have a positive impact onprofits through cooperation between the Group's subsidiaries. On thebasis of this, the Board of Directors believes that the introductionof the Scheme will have a positive effect on the continueddevelopment of the Addtech Group, and that the Scheme will benefitboth the shareholders and the Company.There is already a long-term incentive scheme, the 2001/10 EmployeeOption Scheme, through which 56 members of senior management wereissued a total of 700,000 employee options, entitling them topurchase an equal number of class B shares in the Company. Theexercise price for these employee options was set at SEK 44.80, andthe exercise period runs up until 18 February 2010. On full exerciseof the employee options outstanding at the date of this notice, thenumber of shares would rise by 234,900, corresponding toapproximately 1.0% of the total number of shares and approximately0.7% of the total number of votes in the Company. These 234,900shares correspond in their entirety to previously bought-back class Bshares in the Company.The resolution proposed by the Board of Directors in accordance withpoint 17 must be seconded by shareholders representing not less thannine tenths of the votes cast and shares represented at the AnnualGeneral Meeting.18. Resolution regarding conditional amendment to the Articlesof AssociationThe Board of Directors proposes that Article 13, paragraph 1 of theCompany's Articles of Association should be amended as follows(amended wording shown in italics):Current wordingNotice to attend Annual General Meetings and notice to attendExtraordinary General Meetings at which amendments to the Company'sArticles of Association will be dealt with shall be issued no earlierthan six weeks and no later than four weeks before the meeting.Notice to attend other Extraordinary General Meetings shall be issuedno earlier than six weeks and no later than two weeks before themeeting. Notice to attend shall be given by advertising in theSwedish Official Gazette and in Svenska Dagbladet.Proposed wordingNotice to attend Annual General Meetings and General Meetings shallbe given by advertising in the Swedish Official Gazette and on theCompany's website. The fact that notice to attend has been givenshall be advertised at the same time in Svenska Dagbladet.The Board of Directors also proposes that the resolution by theAnnual General Meeting on amending the Company's Articles ofAssociation should be conditional on an amendment to the manner ofgiving notice to attend General Meetings in the Swedish Companies Act(SFS 2005:551) having entered into force, meaning that the proposedwording of Article13, paragraph 1 above is compatible with theSwedish Companies Act.Finally, the Board of Directors proposes that the Annual GeneralMeeting passes a resolution that the President and Chief ExecutiveOfficer should be authorised to make minor adjustments to the aboveresolution as may be necessary in connection with registering theresolution with the Swedish Companies Registration Office.The resolution proposed by the Board of Directors in accordance withpoint 18 must be seconded by shareholders representing not less thantwo thirds of the votes cast and shares represented at the AnnualGeneral Meeting.19. Authorisation for the Board of Directors to decide on thepurchase and conveyance of own sharesThe Board of Directors proposes that the Annual General Meetingpasses a resolution authorising the Board of Directors to decide -during the period until the next following Annual General Meeting -to repurchase up to the maximum number of class B shares so that theCompany's holding of own shares at any given time does not exceed 10percent of the total number of shares outstanding in the Company.Purchases shall be made on the NASDAQ OMX Exchange in Stockholm at aprice within the price range registered at any given time, which isthe interval between the highest purchase price and the lowest saleprice.The Board of Directors further proposes that the Annual GeneralMeeting authorises the Board of Directors - during the period untilthe next Annual General Meeting - to sell its own shares held intreasury in conjunction with acquisitions of companies or businessesin ways other than on the NASDAQ OMX Exchange in Stockholm. Theauthorisation may be exercised on one or more occasions and includesall shares held in treasury by the Company at the time of thedecision of the Board of Directors. The authorisation includes aright to decide to deviate from shareholders' preferential rights andthat payment may be effected in forms other than money.The purpose of repurchasing own shares is to allow for adaptation ofthe Company's capital structure, and also to enable the Company topay for future acquisitions using the Company's own shares. Theholding of own shares also secures the Company's obligations underthe option scheme for members of senior management resolved inDecember 2001 and under the share-related incentive scheme proposedin accordance with point 17 above.The resolution proposed by the Board of Directors in accordance withpoint 19 must be seconded by shareholders representing not less thantwo thirds of the votes cast and shares represented at the AnnualGeneral Meeting.SHARES AND VOTESThe Company has issued a total of 22,732,832 shares. 1,102,470 ofthese are class A shares and 21,630,362 are class B shares, of which589,900 are held by the Company. The total number of votes, afterdeducting the shares held by the Company, is 32,065,162. Thisinformation relates to the situation at the time of issuing thisnotice.DOCUMENTATIONThe reporting documents, the auditor's report and the Board ofDirectors' full proposals in accordance with points 9b (including theBoard of Directors' statement in accordance with chapter 18, § 4 ofthe Swedish Companies Act), 16 (including the auditor's statement inaccordance with chapter 8, § 54 of the Swedish Companies Act), 17, 18and 19 (including the Board of Directors' statement in accordancewith chapter 19, § 22 of the Swedish Companies Act) on the agendawill be available from the Company from Monday 10 August 2009onwards, and will be sent to those shareholders who request this andprovide their postal addresses. These documents will also beavailable on the Company's website from the same time. The ElectionCommittee's proposals and details of all proposed members of theBoard of Directors will be available on the Company's website fromthe date of issue of this notice. Stockholm, July 2009 The Board of Directors Addtech AB (publ) Addtech AB, Box 5112, SE-102 43 Stockholm, Sweden Telephone +46 (0)8 470 49 00, Fax +46 (0)8 470 49 01, www.addtech.com, info(at)addtech.comFor further information, please contact:Kennet Göransson, Chief Financial Officer, +46 8 470 49 10http://hugin.info/132861/R/1329383/313899.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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Datum: 17.07.2009 - 09:00 Uhr
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