Notice for the Annual General Meeting of B&B TOOLS AB to be held 20 August 2015
B&B TOOLS Notice to convene annual general meeting Notice for the Annual General Meeting of B&B TOOLS AB to be held 20 August 2015 The shareholders of B&B TOOLS AB (publ) are hereby given notice to attend the Annual General Meeting of Shareholders to be held at 4:30 p.m. on Thursday, 20 August 2015, at IVA’s Conference Centre, Grev Turegatan 16, Stockholm, Sweden. NOTICE OF PARTICIPATION Shareholders who wish to participate in the proceedings of the Annual General Meeting must: a) be recorded in the share register maintained by Euroclear Sweden AB not later than Friday, 14 August 2015, and b) file notice of their intention to participate with the Company’s head office not later than 3:00 p.m. on Friday, 14 August 2015 at B&B TOOLS AB (publ), Box 10024, SE-100 55 Stockholm, Sweden, by telephone at +46 10 454 79 60 or by e-mail at email@example.com. Such notice must contain the shareholder’s name, personal registration number (corporate registration number), telephone number (daytime), registered shareholding and the names of any assisting counsel. The rights of shareholders at the Annual General Meeting may be exercised by proxy. A Power of Attorney for a legal entity must be signed by an authorised signatory and a copy of a current certificate of incorporation, stating the authorised signatory, must be attached. A copy of the Power of Attorney must be submitted together with the notice and shall be presented in its original prior to the start of the Meeting. To exercise their voting rights at the Meeting, shareholders whose shares are registered in the name of a nominee must temporarily register their shares in their own name via their nominee. Such registration must be completed not later than Friday, 14 August 2015. Shareholders who wish to submit matters to be addressed by the Annual General Meeting under the item “Other matters” are welcome to e-mail firstname.lastname@example.org or to send a letter to Annual General Meeting, B&B TOOLS AB, Box 10024, SE-100 55 Stockholm, Sweden. PROPOSED AGENDA 1. Opening of the Meeting. 2. Election of Chairman to preside over the Meeting. 3. Compilation and approval of the Electoral Register. 4. Approval of the agenda proposed by the Board of Directors for the Meeting. 5. Election of one or two persons to approve the minutes to be taken at the Meeting. 6. Determination of whether or not the Meeting has been duly convened. 7. Presentation of the Annual Report and Audit Report and the consolidated financial statements and consolidated Audit Report, as well as an account by the Company’s auditor. 8. Address by the President & CEO. 9. Resolutions regarding: -- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet, -- allocation of the Company’s profit according to the adopted balance sheet, -- discharge from liability for the Directors and the President & CEO. 10. Determination of the number of Directors. 11. Adoption of fees for the Board of Directors and the auditörs. 12. Election of Directors and Chairman of the Board of Directors. 13. Election of registered accounting firm. 14. Adoption of guidelines for determining remuneration and other terms of employment for the President & CEO and other members of Group management. 15. Other matters. 16. Closing of the meeting. MOTIONS PROPOSED BY THE ELECTION COMMITTEE CONCERNING ITEMS 2 AND 10-13 ABOVE At the Annual General Meeting of Shareholders held on 21 August 2014, a motion was passed to authorise the Chairman of the Board of Directors to contact the largest shareholders by vote, requesting them to appoint four members who, together with the Chairman of the Board, would constitute an Election Committee for the future election of Directors. In accordance herewith and as announced in the Company’s Interim Report published on 10 February 2015, the following persons were appointed to serve as members of the Election Committee: Anders Börjesson (Chairman of the Election Committee), Tom Hedelius, Conny Karlsson (representative of CapMan Public Market Investment), Marianne Nilsson (representative of Swedbank Robur funds) and Per Trygg (representative of SEB Funds). The Election Committee, the members of which represent approximately 45 percent of the total number of votes, has reported that it will propose that the Annual General Meeting of Shareholders to be held on 20 August 2015 resolve as follows with respect to the above matters: Item 2 Election of Chairman to preside over the Meeting Anders Börjesson. Item 10 Determination of the number of Directors Six regular Directors. Item 11 Adoption of fees for the Board of Directors and the auditors Aggregate Directors’ fees of SEK 1,950,000 (preceding year: SEK 1,880,000) to be distributed as follows: Chairman of the Board of Directors: SEK 520,000 (preceding year: SEK 500,000) Vice Chairman of the Board of Directors: SEK 390,000 (preceding year: SEK 380,000) Other Directors: SEK 260,000 (preceding year: SEK 250,000) per Director. No separate remuneration is paid for committee work. Provided that the necessary tax prerequisites for invoicing exist and doing so would not entail a cost for B&B TOOLS AB, Directors shall be offered the opportunity to invoice their Directors’ fees through a wholly owned Swedish company or private business. If a Director invoices his/her Directors’ fee through a wholly owned company or private business, the fee is to be increased by an amount corresponding to the social security contributions and value added tax stipulated by law. As in the past, audit fees will be paid according to approved invoice. Item 12 Election of Directors and Chairman of the Board of Directors Re-election of the current Directors Roger Bergqvist, Anders Börjesson, Charlotte Hansson and Gunilla Spongh. Election of new Directors Fredrik Börjesson and Henrik Hedelius. Current Directors Tom Hedelius and Joakim Rubin has declined re-election. Re-election of Anders Börjesson as Chairman. A presentation of the current members of the Board of Directors is available in the Annual Report for the 2014/2015 financial year and on the Company’s website at www.bbtools.com. Presentations of Fredrik Börjesson and Henrik Hedelius are available on the Company’s website at www.bbtools.com. Item 13 Election of registered accounting firm Re-election of the registered accounting firm KPMG AB as the Company’s auditor until the end of the 2016 Annual General Meeting. MOTIONS PROPOSED BY THE BOARD OF DIRECTORS CONCERNING ITEMS 9 AND 14 ABOVE Item 9 b Cash dividend and record date The Board of Directors proposes a dividend to the shareholders of SEK 4.00 per share and Monday, 24 August 2015 as the record date for receiving dividends. Subject to the Annual General Meeting’s approval of this motion, the dividend is expected to be remitted by Euroclear Sweden AB on Thursday, 27 August 2015 to those shareholders whose names are entered in the share register on the record date. Item 14 Adoption of guidelines for determining remuneration and other terms of employment for the President & CEO and other members of Group management The Board aims to ensure that the award system in place for the President & CEO and the other members of the Group’s senior management team (“Group management”) is in line with market conditions and competitive. For the purpose of creating continuity, the motion of the Board of Directors below essentially conforms to the remuneration principles applied in prior years and is based on agreements already in force between the B&B TOOLS Group and the respective employee. The Board of Directors proposes that the guidelines set out below for determining remuneration and other terms of employment for Group management be adopted. Guidelines proposed by the Board of Directors For the Board of Directors, it is crucial that the Company is able to recruit, provide long-term motivation for and retain competent employees who create long and short-term shareholder value. To achieve this goal, it is important that the Company is able to offer competitive terms. The Company’s remuneration levels and remuneration structure for Group management is to be in line with market conditions. The total remuneration package for the individuals in question should comprise a balanced combination of fixed salary, variable salary, long-term incentive programmes, pension benefits and other benefits. Variable salary and long-term incentive programmes should primarily be linked to the Group’s earnings and value performance. -- Fixed salary is to be adjusted to market conditions and be based on responsibility, competence and performance. Fixed salary is determined based on market principles and is reviewed annually. -- Variable salary is to be determined in relation to fixed salary and is set as a function of the Group’s earnings. -- Members of Group management are to be included in a long-term incentive programme (“LTI programme”). -- Pension benefits are to comprise either a defined-benefit pension plan or a defined-contribution plan, whose annual premium is determined as a function of fixed salary, variable salary and age. Certain individual adjustments occur. The retirement age for Group management is currently 65. -- Other benefits are to be in line with market conditions and enable the members of Group management to perform their duties. -- In the event of termination of employment at the initiative of the President & CEO or another member of Group management, the period of notice is six months. In the event of termination of employment on the initiative of the Company, the period of notice is a maximum of 12 months. Severance pay may amount to a maximum of 12 months’ salary. The Board is entitled to deviate from the above guidelines in individual cases if special reasons exist. The aim is that these guidelines shall apply to the agreements entered into with the President & CEO and other members of Group management during the 2015/2016 financial year. ----------------------- The Company’s financial statements and Audit Report, as well as the complete motions by the Board of Directors regarding items 9b (including the Board’s statement pursuant to chapter 18 section 4 of the Swedish Companies Act) and 14 (including the Auditor’s statements pursuant to chapter 8 section 54 of the Swedish Companies Act, and the Compensation Committee’s evaluation of the application of the guidelines for remuneration to senior executives as adopted by the Annual General Meeting) on the agenda will be available at the Company’s offices and on the Company’s website www.bbtools.com not later than Thursday, 30 July 2015, and will be sent to the shareholders who so request and who provide their mailing address. The Election Committee’s proposal to the Board and its statement of explanation under item 12 on the agenda will be available on the Company’s website www.bbtools.com from Thursday, 16 July 2015. Stockholm, July 2015 THE BOARD OF DIRECTORS This document is in all respects a translation of the Swedish original. In the event of any differences between this translation and the Swedish original, the latter shall prevail. B&B TOOLS AB (publ) Mail address PO Box 10024 SE-100 55 Stockholm Sweden Visit Linnégatan 18 Stockholm Tel +46 10 454 79 60 Org No 556034-8590 Reg office Stockholm Web www.bbtools.com This information is such that it shall be disclosed by B&B TOOLS in accordance with the Swedish Securities Market Act, the Swedish Financial Instruments Trading Act or requirements imposed in the Rulebook for Issuers on NASDAQ OMX Stockholm. This information was submitted for publication on 16 July 2015 at 08:00 a.m.