Elanders AB

Notice to attend Elanders' Annual General Meeting 2017 - Seite 2

a) adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet
b) allocation of the company's profits according to the adopted balance sheet 
c) the discharge of Board Members and the Chief Executive Officer from liability

Determination of the number of Board Members, deputies and auditors

Determination of the remuneration to the Board of Directors and the auditor

Election of Board Members and Chairman of the Board 
a) re-election of Carl Bennet;
b) re-election of Erik Gabrielson;
c) re-election of Linus Karlsson;
d) re-election of Cecilia Lager;
e) re-election of Anne Lenerius;
f) re-election of Magnus Nilsson;
g) re-election of Johan Stern;
h) re-election of Caroline Sundewall;
i) re-election of Pam Fredman;
j) election of Dan Frohm; and
k) re-election of Carl Bennet as Chairman of the Board. 

Election of auditor

Resolution regarding the nomination committee

The Board's proposal on guidelines on remuneration to senior executives

The Board's proposal on amendment of the Articles of Association

Closure of the Meeting

DIVIDEND DISTRIBUTION (ITEM 10 b)

The Board of Directors proposes a dividend of SEK 2.60 per share for the financial year 2016. The record date for the dividend is proposed to be Friday 28 April 2017. If the Annual General Meeting approves the proposal, it is expected that the dividend will be disbursed by Euroclear Sweden AB on Wednesday 3 May 2017. The last day for trading in the company's shares including the right to dividend is Wednesday 26 April 2017.

 

BOARD OF DIRECTORS ETC (ITEMS 2 and 11 - 14)

The nomination committee, composed of Carl Bennet (Carl Bennet AB), Chairman, Hans Hedström (Carnegie Funds) and Britt-Marie Årenberg (representative of the minority shareholders) proposes:

• the appointment of Carl Bennet as Chairman of the Meeting, 
• that the Board shall be composed of ten Members without any deputies, 
• that the remuneration to the Members of the Board shall amount to SEK 3,930,000, to be divided so that the Chairman receives SEK 670,000 and the other Members not employed by the company receives SEK 335,000 each, the chairman of the audit committee receives SEK 134,000 and each other member of the audit committee receives SEK 67,000, the chairman of the remuneration committee receives SEK 70,000 and each other member of the remuneration committee receives SEK 35,000. 
• the re-election of the Board Members Carl Bennet, Erik Gabrielson, Linus Karlsson, Cecilia Lager, Anne Lenerius, Magnus Nilsson, Johan Stern, Caroline Sundewall and Pam Fredman and the election of Dan Frohm as new Member of the Board. 
• the re-election of Carl Bennet as Chairman of the Board,
• that the company shall have one auditor without any deputies, 
• that remuneration to the auditor be paid according to approved invoices within the limits of the offer, and
• the re-election of PricewaterhouseCoopers AB as auditor of the company. 

Dan Frohm, 35 years, has an M.Sc. in Industrial Engineering and Management from Linköping University. Dan Frohm is an experienced advisor for global technology companies on a variety of strategic and operational improvement topics. He recently worked as Senior Manager and Practice Head of Technology, Media and Telecom (TMT) at the management consultancy Applied Value LLC based in New York.

 

The proposal concerning the auditor is consistent with the audit committee's recommendation.

 

For further information on the proposed Members of the Board, please refer to the nomination committee's proposal which is available at the company's website.