Elanders AB

Notice to attend Elanders' Annual General Meeting 2017 - Seite 3

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 2018, composed of the Chairman of the Board, one representative of each of the company's two largest shareholders as per 31 August 2017 and one representative of the minority shareholders, 
• that, in the event any of the two 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 two 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• that, in the event a representative no longer represents the relevant shareholder, or otherwise resigns from the nomination committee prior to the completion of its work, such shareholder shall be offered the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 Code of Corporate Governance.

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.

 

THE BOARD'S PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION (ITEM 17)

In light of Elanders' changed strategic focus, the Board proposes that the Annual General Meeting resolves to amend the company's business object in § 2 of the articles of association.

 

Existing wording:

"The object of the company's business is to pursue book printing and publishing, to acquire and manage real property and any other activities compatible therewith."

 

Proposed wording:

"The object of the company's business is to, directly or indirectly, provide logistics and production services, own and manage real estate and movable property and any other activities compatible therewith."

 

DOCUMENTS

The annual report and other supporting documentation will be held available at the company and on its website, www.elanders.com, at least three weeks before the Meeting. Copies of these documents will be sent to shareholders who so request and provide their postal address. Copies will also be distributed at the Meeting. 

 

The shareholders are reminded of their right to demand information according to Chapter 7 Section 32 of the Swedish Companies Act.

 

PROGRAM FOR SHAREHOLDERS

2:30 p.m. Registration opens 

3:00 p.m. The Annual General Meeting begins

 

After the Annual General Meeting a warm meal will be served.

 

 

______________________________

 

Mölnlycke, March 2017

 

The Board of Elanders AB (publ)

2017-03-27 - Notice to attend Elanders' Annual General Meeting 2017