The information in this press release is subject to the disclosure requirements
of ElektronikGruppen pursuant to the Swedish Securities Market Act, the
Financial Instruments Trading Act or the requirements in the listing agreement
with NASDAQ OMX Stockholm. The information was submitted for publication on 24
March 2010, 12.00 CET.
Notice of Annual General Meeting
The shareholders in ElektronikGruppen BK AB (publ) are hereby called to attend
the Annual General Meeting on Tuesday, 27 April 2010, 5:00 p.m., at
ElektronikGruppen's head office, Grimstagatan 160 in Vällingby
Notification, etc.
Shareholders who wish to participate in the AGM
- Must be entered in the register of shareholders maintained by Euroclear
Sweden AB no later than Wednesday, 21 April 2010, and
- Must notify the company of their intention to participate by mail:
ElektronikGruppen BK AB (publ), Box 39, SE-162 11 Vällingby, Sweden, by
telephone: +46 8-759 35 00, or by e-mail: info@egruppen.com, no later than 4:00
p.m. on Thursday, 22 April 2010.
The notification should include name, personal or corporate identification
number, address, telephone number and registered shareholding.
Shareholders whose shares are registered in the name of a trustee must
temporarily re-register the shares in their own names with Euroclear Sweden AB
in order to participate in the AGM. Such re-registration must be completed no
later than Wednesday, 21 April 2010, and should therefore be requested from the
trustee well in advance of this date.
Proposed agenda of the Annual General Meeting
1. Opening of the Meeting
2. Election of a Chairman to preside over the AGM
3. Drawing up and approval of the voting list
4. Election of one or two persons to check and sign the minutes
5. Approval of the agenda
6. Decision as to whether the AGM has been duly convened
7. President's address
8. Presentation of the annual report and the audit report, as well as the
consolidated financial statements and the consolidated audit report
9. Resolutions regarding
a) Adoption of the income statements and balance sheets of the Parent
Company and the Group
b) Appropriation of the Company's profits according to the adopted balance
sheet
c) Discharge from liability for the members of the Board of Directors and
the President
10. Report on the work of the nominating committee
11. Resolution regarding the number of Board members and deputy Board members
12. Resolution regarding fees to the Board of Directors and auditors
13. Election of the Board of Directors
14. Election of the nominating committee
15. Resolution regarding principles for remuneration to the Executive Management
16. Adjournment of the AGM
Proposals for resolution
Item 2 Election of a Chairman to preside over the Meeting
The nominating committee elected by the 2009 AGM proposes that Board Chairman
Kenneth Lindqvist be appointed as Chairman of the AGM.
Item 9 b Dividend
The Board of Directors proposes that no dividend be paid for the financial year
2009.
Item 11 Number of Board members and auditors
The nominating committee proposes that the number of Board members appointed by
the AGM amount to four and that no deputies be appointed.
Item 12 Fees to the Board of Directors and auditors
The nominating committee proposes that fees to the Board of Directors be paid
in a total amount of SEK 550,000, of which SEK 200,000 to the Chairman, SEK
150,000 to the Vice Chairman and SEK 100,000 to each of the other Board members
elected by the AGM who are not employed by the company. No special remuneration
is proposed for work on the Board's committees. It is proposed that auditors'
fees be paid according to approved account.
Item 13 Election of the Board of Directors
The nominating committee proposes that current Board members Kenneth Lindqvist,
Thomas Wernhoff, Catharina Lagerstam and Magnus Norman be re-elected, that
Kenneth Lindqvist be appointed as Board Chairman and that Thomas Wernhoff be
appointed as Vice Chairman.
Information about the proposed Board members and the nominating committee's
statement of motivation regarding the proposal is available on the company's
website www.egruppen.se.
Item 14 Election of the nominating committee
The nominating committee proposes re-election of the current nominating
committee, consisting of Kenneth Lindqvist, Thomas Wernhoff, Johan Ålander and
Tommy Jägermo, with Thomas Wernhoff as chairman of the nominating committee.
Ahead of the 2011 AGM, the nominating committee will put forward proposals
regarding a) chairman of the AGM, b) the number of Board members and deputies,
c) the Chairman, Vice Chairman (when applicable) and other members of the Board
of Directors, d) fees to the Board of Directors and auditors, and e) the
composition of the new nominating committee or principles for its appointment.
For work on the nominating committee, it is proposed that fees be paid in an
amount of SEK 5,000 per meeting and member. It is furthermore proposed that if
any member of the nominating committee should leave the committee before its
work is completed, the nominating committee shall have the right to either
appoint a replacement or choose to leave the remaining nominating committee
unchanged.
By way of information, it can be mentioned that the 2008 AGM elected the
auditing firm of Ernst & Young AB, currently with authorised public accountants
Stefan Hultstrand and Ola Wahlqvist as Auditors in Charge, as the company's
auditors to serve for the period until the end of the 2012 AGM.
Item 15 Principles for remuneration to the Executive Management
The Board of Directors proposes principles for remuneration to the Executive
Management essentially according to the following:
The members of the Executive Management shall be offered competitive,
market-based salaries and terms of employment that make it possible to attract,
motivate and retain qualified employees. The total remuneration package shall
consist of fixed salary, variable salary, pension and other benefits. The
variable salary component shall be limited to not more than six monthly
salaries and shall be based on the Group's earnings performance and the
attainment of certain other individual and predetermined targets.
In the event of termination by the company, the term of notice shall limited to
no more than 12 months. In the event of termination on the part of the
employee, the term of notice shall be limited to no more than six months.
Pension benefits for the Executive Management can be subject to individual
assessment, if needed, but are proposed to be paid according to the so-called
ITP plan or similar.
The Board of Directors shall have the right to deviate from these principles in
individual cases when there is deemed special reason to do so.
The proposed principles are unchanged compared to those approved by the 2009
AGM.
Other
The company has a total of 5,597,200 shares, of which 150,000 are of class A
and 5,447,200 are of class B, equal to a total of 6,947,200 votes.
Shareholders together representing more than 50 per cent of the total number of
votes in the company have declared their intention to vote in favour of the
proposals of the Board of Directors and the nominating committee.
The annual report and the audit report for the 2009 financial year, the
nominating committee's proposals and statement of motivation for election of
the Board and the auditor's statement of compliance with the principles for
remuneration to the Executive Management will be available at the company and
on the company's website. These documents will be sent to those shareholders
who so request and who provide their mailing address.
The Board of Directors
