Shareholders in AB Geveko are herewith notified that the company's
Annual General Meeting will be held at 4.30 pm on Thursday 24 April
2008 at the Hotel Radisson SAS Scandinavia, Södra Hamngatan 59,
Göteborg, Sweden.
Notification
Shareholders who wish to take part in the Annual General Meeting
(AGM)
- shall be registered as such in the register of shareholders
maintained by VPC AB by no later than 17 April 2008, and
-shall notify the company of their intention to participate by no
later than 17 April 2008.
The notification of intention to participate can be sent in writing
to the company at
AB Geveko, Box 2137, S-403 13 Göteborg, Sweden, by phoning +46 31 17
29 45, by faxing
+46 31 711 88 66, or by emailing info@geveko.se. Shareholders
bringing assistants shall state how many.
Shareholders whose shares are registered in nominee names through
their bank's trust department or a brokerage must have their shares
temporarily re-registered in their own name in order to be entitled
to participate in the AGM. Such temporary re-registration (for
entitlement to vote) should be arranged well in advance of 17 April
2008 with the bank or brokerage in whose name the shares are
registered.
Shareholders who are represented by proxies shall provide a proxy
form for the person in question. If the proxy form is issued by a
juridical person a verified copy of the said person's certificate of
registration shall be enclosed. The proxy must not be more than one
year old. Originals of proxy forms and certificates of registration,
if any, should reach AB Geveko well in advance of the AGM.
PROPOSED AGENDA
1.Opening of Annual General Meeting.
2.Election of chairman of the Meeting.
3.Preparation and approval of voting list.
4.Approval of the agenda.
5.Election of two adjusters to check and approve the minutes together
with the chairman.
6.Resolution concerning the due convening of the Meeting.
7. a) Presentation of annual report and audit report for 2007 and of
the consolidated financial statements and the audit report on the
consolidated financial statements for 2007.
b) Managing Director's review of the business and questions from
shareholders for the company's Board and senior management.
c) Account by the chairman of the board of the activities of the
Board and its committees during the year under review.
8. Decisions on
a) adoption of profit and loss account and balance sheet and the
consolidated profit and loss account and the consolidated balance
sheet;
b) proposed treatment of unappropriated earnings as stated in the
adopted balance sheet, and decision on the date of record for
entitlement to dividend;
c) discharge of the members of the board and the managing director
from liability.
9. Report by Nomination Committee on its activities.
10. Decision on number of board members and deputy members.
11. Decision on fees for the Board and auditors.
12. Election of members and deputy members of the Board.
13. Election of chairman of the board.
14. Election of auditors and deputy auditors.
15.Decision on Nomination Committee for the period until the 2009 AGM
a) Nomination Committee's mandate
b) number of members
c) fees and defrayal of costs
d) election of members
16. Decision on guidelines for salary and other remuneration to the
company's
senior management.
Proposals for decision
Item 2.
The Nomination Committee proposes that Ove Mattsson be elected to
chair the Meeting.
Item 8b Proposed treatment of unappropriated earnings
The Board proposes that a dividend of SKr 6 be paid for the 2007
financial year, and that the date of record for entitlement to
dividend be 29 April 2008. Provided the AGM resolves in favour of the
proposal it is expected that the dividend will be disbursed by VPC on
5 May 2008.
Item 9.
Pursuant to the decision made by the 2007 AGM a Nomination Committee
has been appointed, consisting of Sigurd Walldal, chairman, David
Bergendahl and Sören Sjölander.
Items 10-14.
The Nomination Committee has submitted the following proposals with
regard to Items 10-14:
That the board shall consist of six members and one deputy member.
That a fee of 400,000 kronor shall be paid to the chairman of the
board and that each member and deputy member shall receive 150,000
kronor and for deputy member 75, 000 kronor. The deputy member shall
in addition receive a fee on the basis of approved invoices as
secretary of the board.
That a fee of 3,000 kronor per meeting shall be paid for committee
activities.
That the auditors shall receive a fee in accordance with the agreed
contract and on the basis of approved invoices.
That David Bergendahl, Klas Dunberger, Tomas Landeström, Ove Mattsson
and Åsa Söderström Jerring be re-relected to the Board. Helena
Levander and Sören Sjölander are not available for re-election.
That Christer Simrén be elected as new member of the Board.
That Lars Lewerth be re-elected as deputy member of the Board.
That Ove Mattsson be elected chairman of the board.
That Birgitta Granquist, authorised public accountant, Öhrlings
Pricewaterhouse Coopers AB, be elected auditor for the period until
the 2011 AGM.
That Bror Frid, authorised public accountant, Öhrlings
Pricewaterhouse Coopers AB, be elected auditor for the period until
the 2011 AGM.
That Helen Olsson Svärdström, authorised public accountant, Öhrlings
Pricewaterhouse Coopers AB, and Johan Rippe, authorised public
accountant, Öhrlings Pricewaterhouse Coopers AB, be elected deputy
auditors for the period until the 2011 AGM.
Person being proposed for election
Mr Christer Simrén, (b. 1961) Ph.D. assistance professor in technolgy
and graduate Economist. Managing Director of Wermland Paper AB.
Former Managing Director in MediaBrikks AB, Managing Director and CEO
in Korsnäs AB as well as other appointments within the Kinnevik
Group.
Information about all members who are nominated for election to AB
Geveko's board, information about the nominated auditors and deputy
auditors and an account of the Nomination Committee's activities and
its proposal for allocation of fees are available on the company's
website and will also be sent to those shareholders who so request.
Item 15.
Shareholders representing more than 50% of the voting rights in the
company propose that the AGM elect a Nomination Committee in
accordance with the following:
a) mandate of Nomination Committee
- to submit nomination for election of chairman of the meeting.
- to submit number of members and deputy members of board.
- to submit proposal for decision on board fee.
- to submit nominations for election of chairman and other members of
the board.
- to submit proposal for decision on auditors' fee.
- to submit proposals for election of auditors in relevant years.
b) the Committee shall have three members.
c) the chairman shall receive a fee of 60,000 kronor and each of the
other members shall receive a fee of 40,000 kronor. Over and above
this, the Nomination Committee shall be entitled, whenever necessary,
to engage outside consultants who shall receive a fee on the basis of
approved invoices.
d) it is proposed that Sigurd Walldal be elected chairman of the
Nomination Committee and
that Sören Sjölander and David Bergendahl be elected members.
Item 16.
Adoption of guidelines for salaries and other remuneration of company
management.
The Board proposes that the following guidelines for the remuneration
of the company's management be adopted. Guidelines for salaries and
other remuneration, as well as other conditions of employment, for
company management primarily require the company to endeavour to
offer its senior management personnel remuneration on a market level.
Following proposals from the Remuneration committee, the remuneration
shall be decided on by the Board. The criteria for their decision
shall be based on the importance of the duties, competence
requirements, experience and performance. The remuneration shall
consist of the following components: fixed basic salary, variable pay
component, pension benefits, other benefits and severance conditions.
The variable component shall be no more than 40% of the fixed annual
salary and is based on the result achieved in relation to agreed
targets and on individual performance.
Basic pension benefit consists of the ITP Plan. This is complemented
by a defined premium pension plan. All in all, the total cost shall
not exceed 36% of the annual salary. Retirement age shall be 65. The
Board is entitled to deviate from these guidelines in individual
cases should there be special reason to do so.
Other information
The annual report and the audit report for the 2007 financial year
will be made available at the company's head office as of 2 April
2008. The annual report will also be available on the company's
website at www.geveko.se. The printed annual report will be available
at the Annual General Meeting.
Programme for AGM
3.30 pm Doors open
4.30 pm Opening of AGM
After the AGM, the company will offer light refreshments.
Göteborg, Sweden, March 2008
AB GEVEKO (publ)
Board
Notice of annual general meeting - AB Geveko
| Source: Geveko, AB