Shareholders of Cloetta AB (publ), 556308-8144, are hereby invited to attend the annual general meeting, to be held on Friday, 18 December 2009 at 2:00 pm. at Collegium, Teknikringen 7, Linköping, Sweden.
Notification of attendance
Shareholders who wish to attend the meeting must, firstly, be listed in the shareholders’ register maintained by Euroclear Sweden AB (formerly VPC AB, the Swedish Central Securities Depository), on Friday, 11 December 2009 (record day is Saturday, 12 December 2009), and secondly, give notice to the company of their intention to attend the meeting no later than Monday, 14 December 2009. Notification shall be given by regular mail to Cloetta AB, Susanne Beijar, 590 69 Ljungsbro, or by telephone +46-13-285 111 or +46-13-285 102, or by fax +46-13-285 112, or at www.cloetta.se. Name, personal number/corporate registration number, address, telephone number and the number of accompanying assistants, if any, should be stated when notification is given.
Representatives of shareholders and corporate representatives shall submit authorisation documents to Cloetta AB well in advance of the annual general meeting. Power of attorney forms can be downloaded from the company’s website, www.cloetta.se.
To be able to attend the meeting, shareholders whose shares are registered in the name of a nominee must have such shares temporarily registered in their own names, in the shareholders’ register maintained by Euroclear Sweden AB. This procedure, so-called voting rights registration, must have been effected on Friday, 11 December 2009 (record day is Saturday, 12 December 2009), which means that the shareholders must inform the nominee well in advance before this date.
- Opening of the meeting
- Election of the chairman of the meeting
- Drawing up and approval of voting list
- Approval of the agenda
- Election of two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report, and the consolidated financial statements and the consolidated audit report for the financial year 2008/2009
Presentation by the managing director
Report by the chairman of the board on the work of the board
- Resolution on adoption of the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet
- Resolution on disposition of the company’s profits according to the approved balance sheet, and record day for any dividend
- Resolution on discharge from personal liability of the directors and the managing director
- Resolution on the number of directors, remuneration to be paid to the board of directors, and election of directors and the chairman of the board,
- Proposal regarding rules for the nomination committee
- Proposal regarding guidelines for remuneration to the executive management
- Proposal regarding amendments to the articles of association
- Closing of the meeting
Note: The company’s current auditors, KPMG AB, were elected for a period of four years at the 2007 annual general meeting.
Item 2 – Election of the chairman of the meeting
The nomination committee, consisting of Christer Wagenius, chairman, (AB Malfors Promotor), Johan Hjertonsson (appointed by the board of directors of Cloetta AB among its independent directors) and Erik Sjöström (Livförsäkringsaktiebolaget Skandia, appointed by Christer Wagenius and Johan Hjertonsson) proposes that the chairman of the board, Olof Svenfelt, is elected as chairman of the meeting.
Item 9 – Resolution on disposition of the company’s profits according to the approved balance sheet, and record day for any dividend
The board of directors proposes that no dividend is declared for the financial year 2008/2009 and that the unappropriated earnings at the disposal of the annual general meeting in the amount of SEK 481,248,592 are carried forward.
Item 11 – Resolution on the number of directors, resolution on the remuneration to be paid to the board of directors and election of directors and chairman of the board
The nomination committee proposes the following.
- The board shall consist of six directors elected by the annual general meeting without any deputies.
- The chairman of the board shall be paid a fee of SEK 175,000 (unchanged) while each of the other directors elected by the annual general meeting shall be paid SEK 150,000 (unchanged). Each of the employee representatives and deputy employee representatives shall be paid a fee of SEK 20,000 (unchanged). The nomination committee has further proposed that SEK 60,000 in the aggregate shall be paid for work on the audit committee (unchanged) and that SEK 40,000 in the aggregate shall be paid for work on the compensation committee (previously no fee), to be distributed between the directors on these committees. The proposal by the nomination committee involves that the total fee to the board of directors amounts to SEK 1,105,000, including for work on the committees.
- Olof Svenfelt, Lennart Bohlin, Johan Hjertonsson, Ulrika Stuart Hamilton, Mikael Svenfelt and Meg Tivéus shall be re-elected as board members.
- Olof Svenfelt shall be re-elected as chairman of the board.
Item 12 – Proposal regarding rules for the nomination committee
The nomination committee proposes the following.
- The company shall have a nomination committee consisting of not less than four and not more than six members. Three of the members shall represent the major shareholders and one member shall be appointed by the board of directors amongst its directors. These members of the nomination committee may appoint one additional member. In those cases referred to in item 6 below, the number of members can amount to six.
- Based on ownership statistics received from Euroclear Sweden AB as per 31 March each respective year, the chairman of the board shall, without delay, contact the three largest shareholders in terms of votes, and offer such shareholders to, within reasonable time, each appoint a representative to be part of the nomination committee. If any of these shareholders elects to renounce from its right to appoint a representative, the right to appoint a representative shall be transferred to the largest shareholder in turn in terms of votes which is not already entitled to be represented on the nomination committee.
- The member of the nomination committee who represents the shareholder controlling the largest number of votes shall chair the nomination committee.The members of the nomination committee are appointed for a term up until a new nomination committee has been appointed.
- The composition of the nomination committee shall be announced as soon as the nomination committee has been formed and in all events no later than six months before the next annual general meeting.
- In the event that the ownership structure of the company is changed after 31 March but before the date that occurs 12 weeks before the next annual general meeting, and if a shareholder that has become one of the three largest shareholders in terms of votes following this change promptly asks the chairman of the nomination committee to be represented on the nomination committee, such shareholder is entitled to, in the nomination committee’s discretion, either appoint an additional member to the nomination committee or to replace the member who represents, following the change of the ownership structure, the smallest shareholder in terms of votes.
- If a member of the nomination committee that represent a shareholder resigns or otherwise is unable to continue as member, the nomination committee shall – if time allows and if the change is not due to a specific circumstance e.g. that the shareholder has sold its shares – request the shareholder that had appointed that member to, within reasonable time, appoint a new member of the nomination committee. If the shareholder is no longer eligible for the nomination committee or if it renounces its right to appoint a member, the right to appoint such new member shall be transferred to the largest shareholder in turn in terms of votes which is not already represented on, or has renounced its right to appoint a member to, the nomination committee. If a member that has been appointed by the other members of the nomination committee resigns or is otherwise unable to continue as member, the other members of the nomination committee may elect a new member.
- No fee shall be paid to the members of the nomination committee. However, the company shall be liable for costs incurred by the nomination committee in its work.
- The nomination committee shall present proposals regarding:
- chairman of the annual general meeting
- members of the board of directors to be elected by the annual general meeting
- chairman of the board of directors
- remuneration to the board of directors elected by the annual general meeting, distributed between the chairman of the board, the deputy chairman of the board, if any, and the other members of the board of directors, and remuneration for work on the committees
- remuneration to the auditors
- election of auditors (when applicable)
- rules for the nomination committee
- At shareholders’ meetings other than the annual general meeting, the nomination committee shall submit proposals for elections, if any, to take place at such shareholders’ meeting.
Item 13 – Proposal regarding guidelines for remuneration to the executive management
The board proposes that the remuneration to the managing director and the other members of the executive management and other executives reporting directly to the managing director, shall consist of fixed salary, and variable salary, if any, and other benefits and pension. If variable salary is payable, it shall be based on the achievement of defined and measurable targets and be limited to 30 % of the fixed salary. To the extent considered appropriate by the board of directors, the executives in question shall be offered to participate in long-term share related incentive program. The total remuneration shall be in line with market practice and be competitive, and related to responsibility and competence. Upon the company’s termination of any employment agreement, the notice period shall be no longer than 12 months. Any severance pay shall be limited to the annual fixed salary, as a maximum. It is intended that pension benefits shall be contribution funded. The retirement age shall be not less than 60 years and not more than 67 years.
Item 14 – Proposal regarding amendments to the articles of association
The board proposes that § 7 of the articles of association, to the extent it relates to the notice period and the means of convening general meetings, shall be amended. The present wording is: “Notice convening general meetings shall be given by announcement in Post- och Inrikes Tidningar and in Dagens Industri not earlier than six weeks and not later than four weeks before the meeting. Notice convening extra general meetings, where alterations of the articles of association are not to be addressed, may however be given not earlier than six weeks and not later than two weeks before the meeting.”
The proposed wording is as follows: “Notice convening general meetings shall be given by announcement in Post- och Inrikes Tidningar and on the company’s website, not earlier than six weeks and not later than four weeks before the meeting. Notice convening extra general meetings, where alterations of the articles of association are not to be addressed, may however be given not earlier than six weeks and not later than three weeks before the meeting. It shall be announced in Dagens Industri that notice has been made.”
The resolution of the annual general meeting on amendments to the articles of association in accordance with the foregoing shall be subject to the entering into force of amendments to the Swedish Companies Act regarding means of, and notice period for, convening general meetings, to the effect that the proposed wordings are consistent with the Swedish Companies Act.
Specific majority requirement
To be valid, the annual general meeting’s resolution under item 14 must receive support of shareholders representing at least 2/3 of both the votes cast as well as the number of shares represented at the meeting.
Number of shares and votes
There are in the aggregate 24,119,196 shares outstanding in Cloetta AB distributed on 2,360,000 A-shares and 21,759,196 B-shares. The total number of votes is 45,359,196, whereof 23,600,000 of the votes are represented by A-shares and 21,759,196 of the votes are represented by B-shares.
The accounts, the auditor’s report and the auditor’s statement regarding compliance with the previous principles for remuneration to, and terms of employment of, the executive management as well as the complete proposals for decisions under items 9, 12, 13 and 14 will be available to the shareholders at the company’s office and at the company’s website www.cloetta.se not later than Friday, 4 December 2009, and will also be distributed to shareholders who have notified their wish to receive the documents and have informed of their postal address.
Ljungsbro, November 2009
Cloetta AB (publ)
The board of directors
The information in this press release is subject to the disclosure requirements of Cloetta AB (publ) pursuant to the Swedish Securities Market Act. The information was submitted for publication on 13 November 2009, 08.00 CET.
*This is an in-house translation. In case of any discrepancies between the Swedish original and this translation, the Swedish original shall prevail. Please note that the Annual General Meeting will be conducted in Swedish.