Notice to attend Rottneros AB's AGM Friday 22 March 2013
The Notice to attend the AGM will be published on www.rottneros.com on Thursday 21 February 2013 and in Post- och Inrikes Tidningar (the Official Swedish Gazette) on Friday 22 February 2013.
The fact that notice has been issued will be announced in the Swedish newspapers Dagens Nyheter and Nya Wermlands-Tidningen on Friday 22 February 2013.
The shareholders of Rottneros AB (publ) are invited to attend the Annual General Meeting
The Annual General Meeting (AGM) of Rottneros AB (publ), corp. ID no. 556013-5872, will take place at 2 pm on Friday 22 March 2013 at the World Trade Center, Klarabergsviadukten 70, Floor 4, Section D, World Trade Center Conference, New York Room, Stockholm, Sweden. Registration for the AGM will commence at 1.30 pm.
Right to participate and notifications
Shareholders wishing to attend the AGM must
- be entered in the register of shareholders maintained by Euroclear Sweden AB on 16 March 2013 (please note that the record day is a Saturday, which means that shareholders must be entered in the register of shareholders on Friday 15 March 2013), and
- notify the company no later than Monday 18 March 2013 via Rottneros’ website www.rottneros.com, by telephone +46 8 590 010 00 or by fax +46 8 590 010 01. Notification can also be given in writing to Rottneros AB, Box 70 370, SE-107 24 Stockholm, Sweden. When registering, please provide your name, personal or corporate ID number, address, telephone number, and the number of any assistants (no more than two).
Shares registered in the name of a nominee
Shareholders who have their shares registered in the name of a nominee through a bank or another manager must ask to be temporarily entered in the register of shareholders on Friday 15 March 2013 in order to be entitled to attend the AGM. Shareholders must notify the nominee of this well in advance of this date.
A shareholder may appoint one or more proxies and shall in this case issue an authorisation for the proxy that is dated and in writing. This authorisation shall apply for no more than one year from issue, unless a longer period of validity is specifically stated, though no longer than five years. If the authorisation is issued by a legal entity, a copy of the registration certificate should be attached or, if no such document exists, a corresponding document confirming authorisation. This document confirming authorisation must be dated within the past year. To facilitate entry to the AGM, an original authorisation together with a registration certificate and other documents confirming authorisation should be submitted to the company at the above address no later than Monday 18 March 2013. Authorisation forms in Swedish and English are available on the company's website, www.rottneros.com.
- Opening of the meeting and election of Chair of the meeting.
- Drawing up and approval of the voting list.
- Approval of the agenda.
- Election of one of two people to check the minutes.
- Examination of whether the AGM was duly convened.
- Presentation of the annual report and audit report, as well as the consolidated accounts and Group audit report. In connection therewith: a) presentation by the Chair of the Board of the work of the Board and the Board’s committees in 2012; b) address by the CEO; and c) presentation by the auditors of their audit work in 2012.
- Resolution to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet.
- Resolution on the allocation of the company’s profits as stated in the approved balance sheet together with the record day for dividends.
- Resolution to discharge the members of the Board and the CEO from liability.
- Presentation of the work of the Nominating Committee and the Nominating Committee's proposals.
- Determination of the number of Board members.
- Determination of fees for the Board and auditors.
- Election of Board members and Chair of the Board.
- Election of auditors and any deputy auditors.
- Resolution on the Nominating Committee’s work in preparation for the 2014 AGM.
- Resolution on guidelines for the remuneration of senior executives.
- Closing of the AGM.
Nominating Committee’s proposals
As a consequence of changes to the ownership situation (due to the ongoing public takeover bid by Arctic Paper S.A.) the Nominating Committee has a partially new composition and it has therefore not been possible for the Nominating Committee to complete its work in time for the proposals to be included in the notice of meeting. The work of the Nominating Committee is continuing and the Nominating Committee has notified the Board that proposals under items 1 and 11 to 15 (the Chair of the AGM, number of Board members, fees, Board members and Chair of the Board, auditors and guidelines for the Nominating Committee) will be sent to the Board of the company as soon as the proposals are ready. The company will then publish proposals via a press release as well as otherwise making them available at the company and on the company's website.
The Board's proposals
Item 8 – Dividends and record day
The Board proposes that a dividend shall be fixed at SEK 0.10 per share and also that the record day for the dividend shall be Wednesday 27 March 2013. It is estimated that it will be possible to make payments via Euroclear Sweden AB on Wednesday 3 April 2013.
The Board’s proposed appropriation of the company’s profit for the financial year 2012 also means that the company's profit brought forward of SEK 365,478,646 and the loss for the year of SEK 7,210,328 (SEK 358,268,318 in total) shall be appropriated so that SEK 15,257,193 is issued as a dividend and SEK 343,011,125 carried forward.
The total amount of the dividend is calculated on the basis of the total number of registered shares in the company less the parent company's holding of treasury shares, which number 821,965.
Item 16 -- Guidelines for remuneration of senior executives
The Board proposes that the AGM approve the following guidelines with respect to the remuneration of the CEO and other senior executives. At present, 'other senior executives' refers to the five people who, together with the CEO, make up Group management and who are presented on the company's website and page 47 of the 2012 Annual Report.
The remuneration paid to the CEO and other senior executives shall comprise fixed salary, possible variable component of remuneration, other benefits and pension contributions. The total remuneration package must be in line with market rates and competitive in the labour market in which the executives work. Fixed salary and variable remuneration are related to the responsibilities and powers held by each executive. The variable component of remuneration, which is cash, is based on outcomes in relation to defined and measurable targets and is capped in relation to fixed salary. The variable component of remuneration for the CEO is capped at 50 per cent of fixed salary (excluding the special bonus linked to the Utansjö plant referred to below), and the variable component of remuneration for other senior executives is capped at 30 per cent of fixed salary. The programme for the variable components of remuneration should be designed so that the Board can impose conditions, restrict or decline to make payments of variable component of remuneration in exceptional financial circumstances if such measure is considered to be reasonable and compatible with the duties of the company in relation to shareholders, employees and other interested parties.
The period of notice is between six months and one year should notice be given by the executive, and between one and two years should notice be given by the company. The CEO is entitled to severance pay and a salary during the period of notice of in total up to an amount corresponding to the fixed salary for two years.
Pension benefits are either defined benefit or defined contribution plans or a combination thereof, and executives are entitled to receive a pension no earlier than from the age of 62.
Matters relating to remuneration for the executive management are dealt with by the Compensation Committee. The principles of remuneration and other terms of employment for the executive management, together with remuneration for the CEO, are to be decided by the Board of Directors. If the company in a particular case assigns an individual Board member tasks on behalf of the company over and above his or her regular Board and committee duties, the Board shall determine the level of remuneration, which must be reasonable and in line with market rates.
The Board will conduct an annual evaluation of whether or not to propose a long-term incentive programme at the AGM.
The Board shall be empowered to deviate from these guidelines if there are special reasons to do so in an individual case.
It is intended that a special capped, performance-based bonus linked to the Utansjö plant be paid to the CEO, capped at twelve monthly salaries at the 2008 salary level and, following a decision by the Compensation Committee, to other senior executives involved in this project.
The Nominating Committee’s proposals will be published via a press release as soon as the work of the Nominating Committee has been completed and the proposals submitted to the company. The proposals and reasoned statements of the Nominating Committee, together with information about proposed members, will be made available at the company at Kungsbron 1, C6, Stockholm, Sweden, and on the company’s website, www.rottneros.com, as soon as the work of the Nominating Committed has been completed.
The Board's reasoned statement regarding a proposed dividend under Chapter 18, Section 4 of the Swedish Companies Act will be available from the company and on the company's website no later than from and including Friday 1 March 2013.
The Board’s complete proposals are otherwise shown in the notice of meeting.
The annual report and audit report, together with the auditor's statement on whether the AGM guidelines for remuneration to senior executives have been observed, will be available from the company and on the company's website from and including Monday 25 February 2013.
Copies of the documents mentioned will be sent on request to the postal address provided by the shareholders. Orders can be made by telephone on +46 8 590 010 00. All of the documents will also be available at the AGM.
The number of shares and votes
The total number of shares in the company is 153,393,890, corresponding to 153,393,890 votes. The company holds 821,965 shares that cannot be represented at the AGM. This information relates to the position at the time this notice is issued.
Shareholders’ right to request information
The Board and CEO shall, if any shareholder so requests and the Board considers that this may be done without material damage to the company, provide information about: circumstances that may affect the assessment of an item listed on the agenda; circumstances that may affect the assessment of the company’s or a subsidiary’s financial situation; and the company’s relationship with another Group company.
Stockholm, February 2013
Board of Directors of Rottneros AB (publ)
For further information please contact:
Tomas Hedström, CFO, +46 8 590 010 00
Rottneros discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The Information was submitted for publication on Wednesday 20 February 2013 at 15.30 CET.
This is a translation of the Swedish version of the notice. In case of any discrepancy, the Swedish version shall prevail.
Rottneros is an independent producer of market pulp. The Group comprises the parent company Rottneros AB, listed on NASDAQ OMX Stockholm, and its subsidiaries Rottneros Bruk AB and Vallviks Bruk AB with operations involving the production and sale of market pulp. The Group also includes the wood procurement company Rottneros Baltic SIA in Latvia. The Group has around 300 employees and had a turnover of approximately SEK 1.5 billion in the 2012 financial year.