CONVENING NOTICE
Shareholders of Indutrade Aktiebolag (publ) are invited to attend the Annual
General Meeting to be held at 3 p.m. on Monday 24 May 2010, at Summit, lecture
hall Razorfish, Grev Turegatan 30, Stockholm, Sweden.
A. ENTITLEMENT TO PARTICIPATE AND NOTICE OF ATTENDANCE.
To be entitled to participate at the Annual General Meeting, shareholders must
be listed in the shareholder register maintained by Euroclear Sweden AB on
Tuesday 18 May 2010, and give notice of their intention to participate at the
Meeting to the Company no later than 4 p.m. on Tuesday 18 May 2010. Notice of
intention to participate at the Meeting can be given by post to Indutrade
Aktiebolag, Box 6044, SE-164 06 Kista, Sweden; by phone at +46-8-703 03 00; or
by fax at +46-8-752 79 39. Notice of intention to participate can also be given
by filling out a form at Indutrade's website, www.indutrade.se. (The notice must
state the shareholder's name, national ID number/corporate registration number,
address and phone number.) Shareholders are entitled to bring one or two
assistants, provided that this has been notified within the above stated time.
Power of attorney, registration certificate and other documents of qualification
must be available at the Meeting, and should, in order to facilitate the
administration at the entrance to the Meeting, be sent to the company by Tuesday
18 May 2010. A power of attorney must be presented in original.
Shareholders whose shares are registered in the name of a nominee must request
registration of their shares in their own names in the shareholder register as
per Tuesday 18 May 2010 in order to be entitled to participate in the Meeting.
Such registration can be temporary.
B. MATTERS
B.I Proposed Agenda
1. Opening of the Meeting;
2. Election of the Chairman at the Meeting;
3. Preparation and approval of the voting list;
4. Approval of the agenda;
5. Election of one or two persons to check the minutes;
6. Resolution as to whether the Meeting has been duly convened;
7. Report of the work of the Board of Directors and its committees;
8. Presentation of the annual report and of the consolidated annual report and
in connection thereto the President's presentation of the Group's business;
9. Presentation of the audit report and the audit report for the group and the
auditor's statement regarding whether the company has complied with the
guidelines for remuneration to senior executives that have applied since the
last Annual General Meeting;
10. Resolutions on:
(a) adoption of the income statement and balance sheet, and the consolidated
income statement and consolidated balance sheet;
(b) appropriations of the Company's earnings under the adopted balance sheet;
(c) record date if the Meeting resolves on distribution of profits;
(d) discharge of liability to the Company for the Directors and the President;
11. Report on the work of the Nomination Committee;
12. Resolution on the number of Directors;
13. Resolution on fees to the Directors;
14. Election of Directors and Chairman of the Board;
15. Resolution on the number of Auditors;
16. Resolution on fees to the Auditors;
17. Election of Auditors;
18. Adoption of instruction for the Nomination Committee;
19. Resolution on the Board's proposed guidelines for remuneration and other
terms of employment of the senior management;
20. Resolution on the Board's proposal regarding participation in long-term
incentive programme 2010
21. Resolution on the Board's proposal to authorize the Board to resolve on a
new issue of shares in the Company;
22. Closing of the meeting.
B.II Dividend
The Board proposes a dividend of SEK 4.30 per share.
Thursday 27 May 2010 is proposed to be the record date for payment of the
dividend. If the Meeting resolves in accordance with the proposal, dividends are
expected to be distributed by Euroclear Sweden AB on Tuesday 1 June 2010.
B.III Election of Chairman at the Meeting, Board of Directors, etc.
The Nomination Committee has consisted of Carl-Olof By, Industrivärden; Claes
Boustedt, L E Lundbergföretagen; Håkan Sandberg, Handelsbankens
Pensionsstiftelse and Handelsbanken Pensionskassa; Lars Öhrstedt, AFA
Försäkring; and Bengt Kjell, Chairman of the Board in Indutrade. Carl-Olof By
served as Chairman of the Nomination Committee. The Nomination Committee
proposes the following:
Chairman at the Meeting:
Klaes Edhall, lawyer (Sw. advokat)
Number of Directors:
The Nomination Committee proposes that the Board be reduced by one Director and
during the coming term of office consist of six ordinary Directors and no deputy
Directors.
Fees to the Directors:
The fee levels for the Directors are proposed to be unchanged, meaning a fee of
SEK 400,000 to the Chairman of the Board and a fee of SEK 200,000 to each of the
other Directors not employed by the Company as well as SEK 25,000 to the
Chairman of the Audit Committee. Except for the fee to the Chairman of the Audit
Committee, no additional fees will be paid for committee work.
Board of Directors:
Re-election of Bengt Kjell, Ulf Lundahl, Eva Färnstrand, Michael Bertorp and
Johnny Alvarsson and new election of Mats Olsson. Gerald Engström and Owe
Andersson have declined re-election.
Mats Olsson, born 1948, is Chairman of the Board of KnowIT and Director of
Fenix Outdoor AB.
Bengt Kjell is proposed to be re-elected as Chairman of the Board.
Number of Auditors:
One Auditor and no deputy Auditor (unchanged).
Fees to Auditors:
Fees on account (unchanged).
Auditors:
Registered accounting firm PricewaterhouseCoopers AB.
Instruction for the Nomination Committee:
The Nomination Committee shall consist of representatives of the four largest
shareholders (ownership-grouped) as well as the Chairman of the Board, who shall
summon the Nomination Committee to its first meeting. Chairman of the Nomination
Committee shall be the member who represents the largest shareholder. Should a
member resign from the Nomination Committee before its work is finished and the
Nomination Committee finds it appropriate, the former member shall be replaced
by a new member representing the same shareholder or, if that shareholder is no
longer one of the largest shareholders, by a member representing the shareholder
next in turn. If the ownership structure substantially changes before the
Nomination Committee's assignment is completed the composition of the Nomination
Committee can be changed in a way the Nomination Committee finds appropriate if
the Nomination Committee so decides. The composition of the Nomination Committee
in respect of the Annual General Meeting 2011 shall be based on the ownership
information in accordance with the register kept by Euroclear Sweden AB as per
31 August 2010, and be announced as soon as it is appointed, and no later than
six months before the Annual General Meeting. No fees shall be paid to the
members of the Nomination Committee. Possible expenses for the work of the
Nomination Committee shall be borne by the Company. The term of office of the
Nomination Committee expires when the composition of the new Nomination
Committee has been announced.
Shareholders who together represent approximately 60 per cent of the votes of
all shares in the Company intend to support the proposal of the Nomination
Committee.
B.IV The Board's Proposal for guidelines for remuneration and other terms of
employment of the senior managers
The Board proposes that the Annual General Meeting adopts the following
guidelines for remuneration and other terms of employment of the senior
management.
Indutrade shall apply remuneration levels and terms of employment necessary in
order to recruit and retain senior management with high qualifications and
ability to reach predetermined objectives. The forms of remuneration shall
motivate the Company's senior management to perform their utmost in order to
safeguard the interests of the shareholders. The forms of remuneration shall
therefore relate to the market, be clear and measurable and on a long-term
basis. The remuneration of senior management shall normally consist of a fixed
amount and a variable amount. The variable amount shall award clear,
goal-referenced improvements in simple and transparent structures and be
maximised. The fixed remuneration of senior management shall be market adjusted
and based on competence, responsibility and achievement. The variable
remuneration of senior management shall normally not exceed an amount equal to 7
monthly payments and be linked to the degree of success in improving the results
for the Company and for the different business areas and the growth of the
Indutrade group.
Incentive programs within the Company shall mainly be linked to the share price
and comprise members of senior management who have significantly affected the
result and growth of the Company as well as significantly contributed to the
fulfilment of predetermined objectives. An incentive program shall secure
long-term engagement in the development of the Company and be implemented on
terms corresponding to market practice.
The non-monetary benefits for senior management shall facilitate for the
members of senior management to execute their office and be competitive on their
field of profession.
Pension benefits shall be competitive on the senior manager's field of
profession and be determined by charge or comply with an official pension plan,
in Sweden the ITP-plan.
Dismissal pay for a member of senior management shall in total not exceed 24
monthly payments if initiated by the Company and 6 monthly payments if initiated
by the senior manager.
In this context, senior management means the President, the Director of
Finance, Business Group Managers and the Group Controller.
Matters of remuneration of the senior management are to be dealt with by a
Remuneration Committee and resolved by the Board. The Remuneration Committee
draws up the proposals for resolution regarding the terms of employment of the
President, and the Board evaluates the President's achievements on an annual
basis. The President consults with the Remuneration Committee regarding terms of
employment of other members of senior management.
The Board shall have the right to deviate from the guidelines for remuneration
of the senior management above, if motivated by special circumstances in a
particular case.
B.V The Board's Proposal for a Resolution regarding participation in long-term
incentive programme 2010
Background and current incentive programme
In November 2005, the Board of Directors of Indutrade Aktiebolag (publ), in
co-operation with AB Industrivärden (“Industrivärden”), introduced an incentive
programme for senior executives of the Indutrade group. In total, 30 senior
executives purchased in aggregate 169,600 shares and 284,800 call options in the
Company at market price. The call options were issued by Industrivärden and the
Company pays a subsidy corresponding to 40 per cent of the invested amount to
the participants. The programme expires on 30 June 2010. The Company has no
other outstanding share price related incentive programmes.
In light of the current incentive programme expiring in June 2010 it is
proposed that the Company, in co-operation with Industrivärden, shall introduce
a new incentive programme for senior executives of the Indutrade group -
long-term incentive programme 2010. The Company's participation in long-term
incentive programme 2010 comprises the Company paying a subsidy to senior
executives who participate in the programme.
The proposal in brief
Long-term incentive programme 2010 comprises two sub-programmes, sub-programme
A and sub-programme B. Sub-programme A comprises that senior executives in
Sweden, Denmark and Finland are offered to purchase, in aggregate, not more than
505,000 call options from Industrivärden at market price. Each call option
entitles the holder to purchase one share in the Company during the period as
from 1 May 2013 up to and including 31 October 2013. Sub-programme B comprises
that senior executives in, inter alia, Germany, Great Britain, Holland and
Norway as well as certain other countries in which the Indutrade group operates,
are offered to purchase, in aggregate, not more than 175,000 shares in the
Company from Industrivärden at market price. The Company participates in the
programme in so far that each purchased call option and share, respectively,
entitles to a fixed subsidy of SEK 22 from the Company, provided that certain
conditions are fulfilled. The subsidy is paid by the Company to the participants
at two occasions and in equal parts (1/2), in December 2011 and June 2013.
Assuming full participation, long-term incentive programme 2010 will comprise
approximately 115 participants. A participant can only participate in one
sub-programme.
Long-term incentive programme 2010
The purpose of long-term incentive programme 2010 is to, in a simple way,
remunerate and retain important employees as well as to promote and create a
long-term commitment to the Indutrade group through the employee's own
investment, thereby aligning the interests of the employees and the shareholders
of the Company. Furthermore, long-term incentive programme 2010 has been
designed in such way so that it can be offered to senior executives of the
Indutrade group, regardless of in which country they operate and taking into
account the different applicable tax rules. Long-term incentive programme 2010
has a term of approximately three years and six months in total.
The organisation structure of the Indutrade group is highly decentralised and
focuses to a great extent on growth and profitability. To offer a competitive
remuneration structure for senior executives of the group, whose efforts and
skills have been and are of great importance to the continuous ambition of the
group to achieve growth and profitability, it is proposed that the Company shall
participate in long-term incentive programme 2010, comprising two
sub-programmes, by paying a subsidy to the participants in accordance with the
following.
Sub-programme A
1. In sub-programme A, approximately 80 senior executives in Sweden, Denmark and
Finland are offered to purchase, in aggregate, not more than 505,000 call
options from Industrivärden at market price. Application to purchase call
options shall be made no later than 16 June 2010, but the application period may
be prolonged. Each call option entitles the holder to purchase one new share in
the Company from Industrivärden during the period as from 1 May 2013 up to and
including 31 October 2013. Each call option entitles to a fixed subsidy of SEK
22 from the Company provided that certain conditions are fulfilled (see below).
2. The premium for the call options shall correspond to an estimated market
value and be calculated in accordance with the Black & Scholes formula by an
independent valuation institution (KPMG).
3. The following three categories shall have the right to purchase the call
options:
Category Number Number of call options per senior executive
CEO of the group 1 50,000
Other members of group management in Sweden and Finland 6 15,000
Subsidiary CEOs and other key employees in Sweden, Denmark and Finland 73 5,000
Total 80 not more than 505,000
4. If the offer to purchase call options is not fully subscribed, the
participants shall be entitled, within the scope of the maximum number of call
options offered, to apply for the purchase of additional call options up to
twice the number of call options offered within each category, i.e. the CEO may
purchase up to 100,000 call options in total, other members of group management
up to 30,000 call options in total and subsidiary CEOs and other key employees
up to 10,000 call options in total. The purchase of additional call options in
excess of the number initially offered to each category does not entitle to a
subsidy.
Sub-programme B
1. In sub-programme B, approximately 35 senior executives are offered to
purchase shares in the Company from Industrivärden (“Participant Shares”).
Application to purchase Participant Shares shall be made no later than 16 June
2010, but the application period may be prolonged. Each Participant Share
entitles to a fixed subsidy of SEK 22 from the Company provided that certain
conditions are fulfilled (see below).
2. Participants in sub-programme B can be subsidiary CEOs and key employees in,
inter alia, Germany, Great Britain, Holland and Norway as well as certain other
countries in which the Indutrade group operates. Each participant may purchase
up to 5,000 Participant Shares and the total number of Participant Shares may
not exceed 175,000 Participant Shares.
3. If the offer to purchase Participant Shares is not fully subscribed, the
participants shall be entitled, within the scope of the maximum number of
Participants Shares offered, to apply for the purchase of additional Participant
Shares up to twice the number of Participants Shares offered, i.e. up to 10,000
Participant Shares in total. The purchase of additional Participant Shares in
excess of the number initially offered to each category does not entitle to a
subsidy.
Subsidy
A fixed subsidy of SEK 22 (or the corresponding value in foreign currency) for
each call option and Participant Share, respectively (social security charges
excluded), will be paid by the Company to the participants at two occasions and
in equal parts (1/2): in December 2011 and June 2013. The purchase of call
options or Participant Shares in excess of the number initially offered to each
category of senior executives does not entitle to a subsidy. The participants
will be taxed for the subsidy, which rate is subject to the jurisdiction in
which the respective participant is liable for taxes and other relevant
conditions for each participant. Assuming a tax rate of 50 per cent, each
participant will receive a net amount of SEK 11 as subsidy. Payment of the
subsidy is subject to the participant, at each occasion, not having disposed of
any of the call options or Participant Shares, and the participant being an
employee within the Indutrade group and not having given or been given notice of
termination. The purpose of the subsidy is to promote participation in the
programme as well as continued employment within the Indutrade group.
New additional senior executives
If entitled senior executives do not participate, or do not fully participate,
in long-term incentive programme 2010, new additional senior executives shall be
offered, within the scope of the maximum number of call options and Participant
Shares, respectively, to participate in the programme in accordance with the
principles that apply to the programme in general. In connection therewith, the
period during which application to purchase call options and Participant Shares
shall be made may be prolonged, however, not longer than up to and including 31
December 2010.
Costs
The costs for the Company in relation to long-term incentive programme 2010
consist of the subsidy and the thereto relating social security charges
applicable in each country.
The total cost for the subsidy, assuming full participation, is estimated to
amount to not more than SEK 18,850,000, of which SEK 3,890,000 relates to social
security charges. When calculating the estimated social security charges, an
average social security charge has been assumed for certain countries. The
Company will continuously carry the subsidy as an expense in the income
statement. The cost for the subsidy corresponds to slightly less than one per
cent of the Indutrade group's EBITA for 2009 and approximately 0.4 per cent of
the total annual staff costs of the Indutrade group (salary and social security
charges) pursuant to the 2009 annual report.
No dilution and effects on key ratios
Long-term incentive programme 2010 does not entail any new shares. Consequently,
the programme has no dilution effects on the share capital of the Company. The
costs for long-term incentive programme 2010 are expected to have marginal
effects on the Company's key ratios.
The preparation of the proposal
The proposal has been prepared by the remuneration committee of the Company and
has been approved by the board of directors of the Company in April 2010.
Miscellaneous
Participation in long-term incentive programme 2010 requires that it is legally
possible and appropriate in the jurisdiction concerned and that such
participation is deemed possible with reasonable administrative and financial
costs.
__________________________
For a valid resolution by the General Meeting in accordance with section B.V
above, shareholders representing at least one-half of the votes cast shall vote
in favour of the proposal.
B.VI The Board's proposal for authorization for the Board to resolve on a new
issue of shares in the Company
The Board proposes that the Annual General Meeting resolve to authorize the
Board to, during the time until the next Annual General Meeting, at one or
several occasions, resolve on issuance of not more than 4,000,000 shares and to
deviate from the shareholders' right of pre-emption. The Board shall only be
allowed to resolve on the issuance of new shares against consideration in kind
or set-off of claims. Set-off of claims shall only be possible against
promissory notes issued by the Company as consideration for shares acquired by
the Company in an enterprise. Issuance of new shares shall be made in accordance
with market conditions.
The purpose of the authorization and the reason to deviate from the
shareholders' right of pre-emption is to make possible (i) the acquisitions of
shares in other enterprises against consideration in the form of new shares in
the Company (consideration in kind), or (ii) set-off of claims relating to the
acquisition of shares in an enterprise against newly issued shares in the
Company. Should the authorization be utilized in full, it will correspond to a
dilution of ten percent of the total number of shares and votes in the Company.
__________________________
For a valid resolution by the General Meeting in accordance with section B.VI
above, shareholders representing at least 2/3 of the votes cast as well as the
shares represented at the General Meeting shall vote in favour of the proposal.
C. SHARES AND VOTES
The number of shares and votes in the Company as per the record date for the
meeting totals 40,000,000.
D. DOCUMENTS
The accounts (including the Board's proposal on distribution of profits and
statement in accordance with chapter 18, section 4 of the Companies Act), the
audit report, the Board's complete proposal regarding participation in long-term
incentive programme 2010, the Board's complete proposal for authorization for
the Board to resolve on issuance of new shares in the Company and the Auditor's
statement regarding whether the Company has complied with the guidelines for
remuneration to senior executives that have applied since the last Annual
General Meeting, are available to the shareholders at the Company two weeks
before the Meeting. Proxy forms will be available at the Company's website,
www.indutrade.se, and may be ordered by post from Indutrade Aktiebolag, Box
6044, SE-164 06 Kista, Sweden or by fax at +46-8-752 79 39. These documents will
also be sent to those shareholders that so request provided the shareholder
states its address. The documents will also be available at the Annual General
Meeting.
__________________________
Stockholm, April 2010
Indutrade Aktiebolag (publ)
The Board of Directors
For further information, please contact:
Bengt Kjell, Chairman, tel: +46 (0)70-594 53 98.
About Indutrade
Indutrade markets and sells components, systems and services with a high-tech
content within selected niches. Indutrade's business is distinguished by:
• High-tech products for recurring needs
• Growth through a structured and tried-and-tested acquisition strategy
• A decentralised organisation characterised by an entrepreneurial spirit
The Group is structured into four business areas: Engineering & Equipment, Flow
Technology, Industrial Components and Special Products. Indutrade's sales
totalled SEK 6 271 million in 2009, generating operating income of SEK 594
million before depreciation of intangible assets. Indutrade is listed on Nasdaq
OMX Stockholm.
