Shareholders in Elanders AB (publ) are invited to attend the Annual General Meeting on Thursday 25 June 2020 at 10 a.m. at Södra Porten, Flöjelbergsgatan 1 C, Mölndal, Sweden.
INFORMATION IN RELATION TO COVID-19 (CORONAVIRUS)
In view of the ongoing spreading of the coronavirus, a number of precautionary measures are being taken in connection with the Annual General Meeting to reduce the risk for the shareholders and other persons attending the Meeting:
Elanders is monitoring the development regarding the coronavirus closely and the advice and regulations from the authorities, and will publish updated information regarding the Annual General Meeting on this website as required.
RIGHT TO PARTICIPATE
Shareholders who wish to attend the Annual General Meeting must be recorded in the share register maintained by Euroclear Sweden AB on Thursday 18 June 2020, and notify their intention to participate no later than on Thursday 18 June 2020.
Shareholders whose shares are registered with a nominee must re-register the shares in their own name with Euroclear Sweden AB in order to be entitled to attend the Meeting. Such registration, which can be temporary, is requested with the nominee and must be duly effected on Thursday 18 June 2020. This means that shareholders must advise their nominee well in advance of this day.
There are a total of 35,357,751 shares in Elanders, whereof 1,814,813 class A-shares with ten votes per share and 33,542,938 class B-shares with one vote per share. The shares entitle to 51,691,068 votes in total. The company does not hold any treasury shares.
Notification of participation can be made via the company’s website, www.elanders.com, or alternatively by e-mail to firstname.lastname@example.org, in writing to Elanders AB (publ), Att: Annual General Meeting, Flöjelbergsgatan 1C, SE-431 35 Mölndal, Sweden or by telephone +46 31 750 07 21. The notification shall set forth name, personal identity number or company registration number, address and telephone number, number of shares and, where applicable, the number of advisors (maximum two) that will accompany the shareholder at the Meeting.
Shareholder represented by a proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a registration certificate or a corresponding document which indicates the authorised signatories of the legal entity must be enclosed. The original power of attorney, and any registration certificate or the equivalent, should be sent to the company well in advance of the Annual General Meeting at the address above. Proxy forms are available at www.elanders.com and can also be ordered from the company at the address above.
Shareholders are recommended to exercise their voting rights by voting in advance using postal voting. A special form must be used for postal voting, and this is available at www.elanders.com. Where necessary, a hard copy of this form may be sent to shareholders. You do not need to submit a separate registration when voting by post; a completed and signed postal voting form is valid as registration to participate in the Annual General Meeting.
The completed form may be sent by email to email@example.com or the original may be posted to Elanders AB (publ), Att: Annual General Meeting, Flöjelbergsgatan 1C, SE-431 35 Mölndal, Sweden. In order to qualify as a valid registration, completed forms must be received by Elanders no later than Thursday 18 June 2020. If the shareholder is a legal entity, proof of registration or other authorisation document must be enclosed with the form. The same also applies for shareholders voting in advance by proxy. The form may also be signed electronically using BankID at www.elanders.com. To be valid as a registration for the Annual General Meeting, such electronic signature must be registered by Thursday 18 June 2020. Shareholders may not assign specific instructions or conditions to voting in advance. If this has been done, these votes will be deemed to be invalid. Additional instructions are provided in the postal voting form.
DIVIDEND DISTRIBUTION (ITEM 10 b)
The Board proposes no dividend for the 2019 fiscal year and that the funds at the disposal of the annual general meeting are to be carried forward.
BOARD OF DIRECTORS ETC (ITEMS 2 and 11 – 14)
The nomination committee, composed of Carl Bennet (Carl Bennet AB), Chairman, Hans Hedström (Carnegie Fonder), Fredrik Karlsson (Svolder), Carl Gustafsson (Didner & Gerge Fonder) and Sophie Nachemson-Ekwall (representative of the minority shareholders), proposes:
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:
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 a case by case basis.
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.
For information about the processing of your personal data, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Elanders’ corporate registration number is 556008-1621 and its registered office is in Mölndal municipality, Sweden.
PROGRAM FOR SHAREHOLDERS
9.30 a.m. Registration opens
10 a.m. The Annual General Meeting begins
Mölndal, Sweden in May 2020
The Board of Directors of Elanders AB (publ)
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