Elanders AB

Notice to attend Elanders' Annual General Meeting 2018 - Seite 3

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

The nomination committee, composed of Carl Bennet, (Carl Bennet AB), Chairman, Hans Hedström (Carnegie Fonder), Göran Espelund (Lannebo Fonder), Carl Gustafsson (Didner & Gerge Fonder) and Sophie Nachemson-Ekwall (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 4,052,000 (3,930,000 preceding year), to be divided so that the Chairman receives SEK 690,000 (670,000) and the other Members not employed by the company receive SEK 345,000 (335,000) each, the chairman of the audit committee receives SEK 140,000 (134,000) and each other Member of the audit committee receives SEK 70,000 (67,000), the chairman of the remuneration committee receives SEK 72,000 (70,000) and each other Member of the remuneration committee receives SEK 36,000 (35,000), 
• the re-election of the Board Members Carl Bennet, Pam Fredman, Dan Frohm, Erik Gabrielson, Linus Karlsson, Cecilia Lager, Anne Lenerius, Magnus Nilsson, Johan Stern and Caroline Sundewall,
• 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. 

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.

THE NOMINATION COMMITTEE (ITEM 15)

The nomination committee proposes that the Annual General Meeting resolves:

• to instruct the Chairman of the Board to convene a nomination committee for the Annual General Meeting 2019, composed of the Chairman of the Board, one representative of each of the company's four largest shareholders as per 31 August 2018 and one representative of the minority shareholders, 
• that, in the event any of the four largest shareholders refrains from exercising its right to appoint a representative to the nomination committee, such right shall pass to the shareholder that, next to these four shareholders, has the largest shareholding in the company, 
• that, in the event a representative no longer represents the relevant shareholder, or otherwise resigns from the nomination committee prior to the completion of its work, such shareholder shall be offered the opportunity to appoint a new representative to the nomination committee,
• that, in the event a representative represents a shareholder that has sold all or the main part of its shareholding in Elanders, the nomination committee may resolve that such member shall resign and, if deemed appropriate by the nomination committee, offer another representative for a larger shareholder a place in the nomination committee, and
• that the nomination committee shall perform such duties that fall on the nomination committee in accordance with the Swedish Corporate Governance Code.

GUIDELINES ON REMUNERATION TO SENIOR EXECUTIVES (ITEM 16)

The Board proposes that the Annual General Meeting resolves on guidelines for remuneration to senior executives principally entailing the following. Remuneration and other terms and conditions of employment for senior executives shall be based on market conditions and be competitive in all markets where Elanders operates, to ensure that competent and skilful employees can be attracted, motivated and retained. The total remuneration to senior executives shall comprise basic salary, variable remuneration, pensions and other benefits. The variable remuneration shall be limited and connected to predetermined and measurable criteria elaborated with the purpose to promote the long-term added value of the company. The Board shall retain the right to deviate from the guidelines if motivated by particular reasons on an individual basis.