The shareholders of
Shareholders who intend to participate in the AGM must:
• be listed in Euroclear Sweden AB’s printed shareholder register by Monday,
• notify the company of their intention to participate in the AGM not later than Monday,
Registration must include the shareholder’s (or shareholder representative’s) name, civil registration number/corporate registration number, address, telephone number, the number of shares represented and the number of advisors. Shareholders or their proxies are entitled to be accompanied by not more than two advisors. The number of advisors must be registered in advance in the same manner as the shareholder. Information submitted in connection with registration will be computerised and used exclusively for the AGM.
Shareholders who, through a bank or another trustee, have trustee -registered shares must re-register the shares in their own names to be entitled to participate in the AGM. To ensure that this registration is entered in the shareholder register on Monday,
Shareholders who wish to exercise their voting rights at the AGM by proxy must issue a dated power of attorney for the proxy in writing. Prior to the AGM, the power of attorney, in original, should be sent to the above-stated address. A power-of-attorney form is available for downloading at http://about.clasohlson.com or alternatively, will be sent to those shareholders who so request and who provide their postal address. Representatives for legal entities are to provide a copy of the registration certificate or corresponding authorisation documents showing authorised signatories.
Number of shares and voting
The number of Series A shares in the company totals 5,760,000, each carrying ten votes, corresponding to 57,600,000 votes, and the number of Series B shares totals 59,840,000, each carrying one vote, corresponding to 59,840,000 votes. Accordingly, there are a total of 65,600,000 shares and 117,440,000 voting rights in the company. The company holds 2 516 106 Series B treasury shares, which may not be represented at the AGM.
1. Opening of the AGM
2. Election of Chairman of the AGM (see below)
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two minutes checkers
6. Determination that the Meeting has been duly convened
7. Presentation of the Annual Report and Auditors’ Report and the Consolidated Financial Statements and the Auditors’ Report on the Consolidated Financial Statements for 2013/2014
8. Statement by the CEO
9. Chairman of the Board’s report on the work of the Board and the Remuneration and Audit Committees
10. Question time
11. Resolution concerning the adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet for 2013/2014
12. Resolution concerning the disposition of the company’s profits in accordance with the balance sheet adopted for 2013/2014 and determination of the record date for the dividend (see below)
13. Resolution concerning the discharge of Board Members and the CEO from liability for the 2013/2014 financial year.
14. Determination of the number of Board Members, auditors and deputy auditors to be elected by the AGM (see below)
15. Determination of the fees to be paid to Board Members and the auditors, and remuneration for committee work (see below)
16. Election of Board Members, Chairman of the Board, auditors and any deputy auditors (see below)
17. The Board of Directors’ motion concerning adoption of guidelines for remuneration and other terms of employment for senior management (see below)
18. The Board of Directors’ motion concerning adoption of a long-term incentive plan (LTI 2015) (see below)
19. The Board of Directors’ motion concerning authorising the Board of Directors to make decisions on the company’s acquisition and transfer of treasury shares and motion concerning the transfer of treasury shares (see below)
20. Closing of the AGM
Item 2, Election of Chairman of the AGM
The Nomination Committee proposes that Elisabet Salander BjÖrklund be elected Chairman of the Annual General Meeting.
Item 12, Resolution concerning the disposition of the company’s profits in accordance with the balance sheet adopted for 2013/2014 and determination of the record date for payment of the dividend
The Board of Directors proposes that the retained earnings at the disposal of the AGM, in an amount of
Items 14-16, Resolutions concerning the number of Board Members, auditors and deputy auditors to be elected by the AGM, the fees to be paid to Board Members and the auditors, and remuneration for committee work and election of Board Members, Chairman of the Board, auditors and any deputy auditors
The company’s Nomination Committee, which was formed in accordance with a resolution on the nomination procedure passed at the AGM of
The Nomination Committee proposes that the number of Board Members be eight and that one auditor and no deputy auditor be appointed (Item 14).
The Nomination Committee proposes that director fees, including fees for committee work, be paid in an amount of
The Nomination Committee proposes re-election of the Board members
GÖran SundstrÖm, born 1962, is the founder and President of SundstrÖm &
Information regarding the Board members proposed for re-election is available in the Annual Report and on Clas Ohlson’s website.
Item 17, The Board of Directors’ motion concerning adoption of guidelines for remuneration and other terms of employment for senior management
The Board of Directors proposes that the Annual General Meeting approve the principles detailed in this item that will apply to remuneration and other employment terms for the CEO and Clas Ohlson’s Group management (Senior Management).
The guidelines for remuneration and other employment terms for Senior Management at
Total remuneration Total remuneration shall be based on position and be attractive and competitive in the country of employment.
The company believes that a balanced remuneration structure will provide members of Senior Management with the incentive to focus on creating long-term shareholder value, while the company will have the opportunity to offer cash incentives for the achievement of short-term performance objectives. The total remuneration comprises:
• fixed annual basic salary • variable performance-based remuneration - annual cash remuneration based on annual performance targets - long-term share-related remuneration based on three-year performance targets or longer • pension and health benefits • other benefits that are common in the country of employment
The market is defined mainly by the companies with which
Total remuneration of the CEO is resolved by the Board of Directors following recommendation by the Remuneration Committee. For other members of Senior Management, remuneration is determined by the Remuneration Committee based on proposals from the CEO, within the framework of the decisions by the Board of Directors.
Remuneration of Board members
Should a Board member perform work for
Fixed annual basic salary
The fixed annual basic salary shall constitute the basis for total remuneration. The salary is to be related to the relevant competitive market and reflect the extent of the responsibilities included in the position.
Adjustment of the fixed basic salary is to be based on the general wage negotiation in the competing market and the performance level of the member of senior management.
Fixed basic salary is reviewed annually to reward individual performances and ensure continued competitiveness.
Variable performance-based remuneration
Variable performance-based remuneration may comprise a significant portion of the total remuneration for members of Senior Management. Common for this type of remuneration is that it shall be measured against set and predetermined goals. The goals shall be based on operating financial or individual objectives and shall support long-term shareholder value.
The company’s two variable incentive plans for Senior Management takes into account both short and long-term performance.
Short-term incentives, STI
Short-term incentive, STI, is paid annually for efforts that fulfil or surpass predetermined performance levels during a financial year. Performance objectives are established annually by the Board of Directors or by managers appointed by the Board. The measurable performances shall be financial, operative or individual and related to the business plan. Remuneration paid from the STI plan has a ceiling, normally expressed in percentage (max 50 per cent) of the fixed annual basic salary. Insofar as performance does not match the lowest acceptable performance level, no STI remuneration will be paid.
The Board is entitled to reclaim such remuneration approved or disbursed on the basis of information that later proves to be obviously incorrect or on performance that proved to be unsustainable over time.
The cost of the STI paid to Senior Management is estimated to range from between
Long-term incentives, LTI
The objective is to unite the long-term interests of shareholders and Senior Management, while the opportunity for share-related remuneration also creates the potential to attract and retain members of Senior Management.
The Board of Directors nominates participants for the LTI plan. The Board of Directors will annually evaluate whether or not long-term incentive plans will be proposed at future General Meetings.
Pension plan and health insurance
Pension agreements will, as a rule, be defined-contribution schemes and formulated in accordance with levels and practice applicable in the country in which the member of Senior Management is employed. Other benefits may occur in accordance with the terms applicable in the country in which the member of Senior Management is employed. However, such benefits may not constitute a major proportion of the total remuneration. Health insurance shall be offered to Senior Management.
Period of notice and severance pay
In the event employment is terminated on the initiative of the company, fixed salary and severance pay during the period of notice may not exceed an amount corresponding to the fixed annual basic salary for two years. During the period of notice, the objective is that the member of Senior Management must be prevented from working in a competing business.
In certain cases, prohibition of competition in return for continued remuneration may be applied for a maximum period of 24 months following expiry of the period of notice.
The Board is entitled to disregard the guidelines if warranted in specific cases. In such instances, the Board is obligated to report the reason for disregarding the guidelines at the next AGM.
Previously approved but as yet unpaid remuneration
The main terms and conditions for remuneration of Senior Management in the current employment contracts are presented in Note 6 of the Annual Report for 2013/2014.
Item 18, The Board of Directors’ motion concerning adoption of a long -term incentive plan (LTI 2015)
Resolutions pursuant to this item, Item 18, are contingent on the AGM passing resolutions in accordance with the Board’s proposals under Item 19 below.
Summary of the plan
The Board of Directors proposes that the AGM resolve to adopt a long -term incentive plan (LTI 2015). It is proposed that LTI 2015 encompass a maximum of 100 participants (Participants), comprising two groups, (1) a maximum of 20 members of Senior Management including the CEO, Group Management and country managers or corresponding positions elected by the Board, regarded as having considerable potential in their present position to influence Clas Ohlson’s long-term development (Senior Management) and (2) up to 80 other employees who could develop into members of Senior Management or other key position within the Group and thus influence Clas Ohlson AB’s long-term development (Key Individuals).
1. Senior Management
Under LTI 2015, members of Senior Management will acquire during the period of 1–10 May 2015 (the Acquisition Period) Series B shares in
The private investment will subsequently be matched by the company allotting free of charge, restricted share awards and performance-based employee stock options subject to the following principles. Options and share awards are allotted five days after the end of the Acquisition Period (the Start Date). After which, a portion of the remuneration of the members of Senior Management will be dependent on Clas Ohlson AB’s long-term share price performance. A condition for the exercise of the share awards and employee stock options is that the member of Senior Management retains his/her invested shares and, with certain exceptions, remains employed from the Start Date up to and including
The following terms shall apply to share awards:
· Entitlement to Series B shares in the company is conditional, subject to certain exceptions, on the member of Senior Management having been continuously employed by the
Employee stock options
The following terms will apply to employee stock options:
· Exercise of the options is conditional, with certain exceptions, on the member of Senior Management’s continued employment by the
The number of employee stock options that may be exercised for acquiring shares depends on the number of Series B shares acquired by the member of Senior Management and the fulfilment of certain target levels established by the Board regarding the company’s performance, growth and results during the Qualification Period. The performance levels established are Entry, Target, Stretch and Max. The following number of qualified performance-based employee stock options could be exercised by members of Senior Management depending on the degree of fulfilment of the performance levels.
- Entry: five employee stock options/acquired Series B shares
- Target: ten employee stock options/acquired Series B shares
- Stretch: 15 employee stock options/acquired Series B shares
- Max: 25 employee stock options/acquired Series B shares (this level is conditional upon the existence of a specific situation and a single member of Senior Management fulfilling the exceptional tasks resolved by the Board).
Should the threshold level, Entry, not be attained, no employee stock options will be allotted.
The number of performance-based employee stock options that may be exercised is thus limited to 25 options per invested Series B share (Max).
The total scope of LTI 2015 may never exceed the number of shares indicated under the header, Allocation, below.
2 Key individuals
LTI 2015 entails that Key Individuals on the Start Date (see definition under Item 1 above) receive an allocation of performance-based employee stock options free of charge. The number of allocated employee stock options corresponds to the number of shares, which, at the prevailing market price on the Start Date, correspond to a value of a minimum of 5 per cent and a maximum of 10 per cent of the Key Individual’s annual fixed salary. The following terms will apply to employee stock options:
· Exercise of the options is conditional, with certain exceptions, on the Key Individual’s continued employment by the
The number of employee stock options that may be exercised for acquiring shares depends on the number of Series B shares allotted to the Key Individual at the Start Date and the fulfilment of certain target levels established by the Board regarding the company’s performance, growth and results during the Qualification Period. The three performance levels that were established are Entry, Target and Stretch. The following number of qualified performance-based employee stock options could be exercised by Key Individuals depending on the degree of fulfilment of the performance levels.
- Entry: Five employee stock options/allocated conditional upon performance-based employee stock options on the Start Date
- Target: Ten employee stock options/allocated conditional upon performance-based employee stock options on the Start Date
- Stretch: 15 employee stock options/allocated conditional upon performance-based employee stock options on the Start Date
Should the threshold level, Entry, not be attained, no employee stock options will be allotted.
The number of performance-based employee stock options that may be exercised is thus limited to 15 options per allocated conditional performance-based employee stock option on the Start Date (Stretch).
The total scope of LTI 2015 may never exceed the number of shares indicated under the header, Allocation, below.
Design and management
The Board of Directors, or a special committee appointed by the Board, is to be responsible for the detailed design and management of the incentive plan, within the framework of the conditions and guidelines stipulated. In this connection, the Board is to be entitled to make adjustments to fulfil specific rules or market conditions abroad. The Board of Directors is also to be entitled to make other adjustments should significant changes take place in the
It is proposed that LTI 2015 consist of not more than 656,000 Series B shares (see the heading “Scope and cost of the plan” below). Under LTI 2015, members of Senior Management will acquire, during the Acquisition Period, Series B shares in
Should the share price decline to such an extent that Series B shares are acquired by members of Senior Management at a price resulting in LTI 2015 encompassing more shares than the proposed scope, allotment will be reduced proportionately in accordance with principles determined by the Board of Directors.
Scope and cost of the plan
Assuming a price of
The LTI 2015 will be recognised in accordance with IFRS 2 – Share-based Payment. IFRS 2 prescribes that share awards and employee stock options have to be expensed as a personnel cost across the Qualification Period. Based on prevailing market conditions and assuming that the dividend is unchanged (4.75) and that personnel turnover among nominated members of Senior Management and Key Individuals is 5 per cent, the accounting cost as specified in IFRS 2 is estimated to amount to MSEK 16.3 on condition that members of Senior Management have acquired shares in
The market value of performance-based employee stock options at the starting date was calculated at
The acquisition price of the shares when the options are exercised is to correspond to 100 per cent of the volume-weighted average of the most recent price paid for Series B Clas Ohlson shares on
A starting price of
LTI 2015 extends over a period of seven years in total. Assuming that the share price rises by 4 per cent per year, the future share price will amount to
The Board proposes a buyback plan (Item 19 on the Notification of the AGM) in order to provide the company with the opportunity to transfer treasury shares to members of Senior Management and Key Individuals, as described above, and to also use repurchased shares to ensure sufficient liquidity for the payment of future social security expenses associated with proposed and implemented incentive plans. The administrative work required for handling the plan must be reasonable in relation to the plan’s design and scope and be subject to approval by the Board of Directors. Since there is no intention to issue any new shares as a result of the plan, the company’s registered share capital and voting rights will not be subject to dilution.
Reasons for the motion
The purpose of the proposed incentive plan is to create potential to retain and recruit competent personnel to the Group. LTI 2015 has been designed because it is considered desirable that, in future, members of Senior Management and Key Individuals will become shareholders of
Drafting of the matter
Pursuant to guidelines set out by the Remuneration Committee, the incentive plan has been drafted by the management of
Other outstanding incentive plans
A summary of the company’s other incentive plans is presented in Note 6 of the 2013/14 Annual Report and on the company’s website. Apart from the described plans, there are no other incentive plans in the company.
To be valid, AGM resolutions in accordance with Item 18 must be supported by shareholders representing at least half of the votes cast at the AGM.
Item 19, The Board of Directors’ motion concerning authorising the Board to make decisions on the company’s acquisition and transfer of treasury shares and motion concerning the transfer of treasury shares
The Board of Directors’ motion in accordance with this Item 19 is conditional upon the AGM first passing resolutions in accordance with Item 18 above.
A. Acquisition of treasury shares
The Board of Directors proposes that the AGM resolve to authorise the Board, during the period up to the next AGM, to make decisions concerning the company’s acquisition of shares in the company as follows.
1. A maximum of 860,000 Series B shares may be acquired. 2. The shares may be acquired on
Acquisitions may occur to safeguard the company’s commitments (including social security fees) resulting from LTI 2015 and earlier implemented incentive plans.
B. Transfer of treasury shares
The Board of Directors proposes that the AGM resolve to authorise the Board, during the period up to the next AGM, to make decisions concerning the transfer of shares in the company as follows.
1. A maximum of the number of Series B treasury shares held at the time of the Board of Directors’ decision may be transferred. 2. The shares may be transferred via
The reason underlying the Board of Directors’ motion is to provide the company with an opportunity to continuously adapt the number of shares acquired to safeguard commitments (including social security fees) within the framework for LTI 2015 and earlier implemented incentive plans.
C. Transfer of treasury shares
The Board of Directors proposes that the AGM resolve upon a transfer of shares in the company as follows.
1. A maximum of 656,000 Series B shares may be transferred. 2. Entitlement to receive shares shall accrue to the Participants, with each Participant entitled to receive at most the number of shares that result from the conditions for LTI 2015. 3. The Participants will be entitled to exercise their right to acquire shares no earlier than
The transfer of treasury shares and the reason for disapplying the shareholders’ pre-emptive rights are a feature of the incentive plan LTI 2015 proposed by the Board under Item 18.
Shareholders’ right to request information
At the AGM, if requested by a shareholder and deemed possible without occasioning material damage to the company, the Board of Directors and CEO shall provide information on conditions that could impact an item on the agenda, or conditions that could impact the assessment of the financial situation of the company (or subsidiaries) or the company’s relationship to other Group companies (meaning, the right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act).
To be valid, resolutions by the AGM in accordance with Items 19 A and 19 B above must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the AGM. To be valid, resolutions by the AGM in accordance with Item 19 C above must be supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the AGM.
The Nomination Committee’s complete proposals concerning resolutions under Items 2 and 14-16 and the Board of Directors’ complete motions concerning resolutions under Items 12 and 17-19 are presented above.
The accounting documentation and audit report pertaining to the 2013/2014 financial year, the Board of Directors’ statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act concerning the distribution of profits and in accordance with Chapter 19, Section 22 of the Swedish Companies Act concerning authorisation for the acquisition of treasury shares, as well as the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act concerning compliance with the guidelines for remuneration of Senior Management will be made available at the company no later than
All of the documents specified under the above heading will be made available in an electronic format on the company’s website, http://about.clasohlson.com, as of
Board of Directors
For more information please contact:
This information was brought to you by Cision http://news.cision.com
The following files are available for download:
http://mb.cision.com/Main/1116/9626671/273716.pdf Press release Clas Ohlson_notice AGM 2014_140812_final
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