Notice to attend the Annual General Meeting of Shareholders of Midsona AB (publ)

Transkript

1 Sid 1 av 7 Notice to attend the Annual General Meeting of Shareholders of Midsona AB (publ) The shareholders of Midsona AB (publ) are hereby given notice to attend the Annual General Meeting of Shareholders to be held at 3 pm on 27 April 2016 at Malmö Börshus, Skeppsbron 2 in Malmö, Sweden. The registration of voting rights shall commence at 2 pm and finish when the Meeting is opened. The Company will provide light refreshments while voting rights are being registered. Right to attend Shareholders who wish to attend the meeting must be recorded in the share register maintained by Euroclear Sweden AB as per 21 April 2016, and notify the Company of their intention to attend the Annual General Meeting by 4 pm on 21 April 2016 at the latest. Notice of intention to attend may be made in writing by post to Midsona AB, Box 21009, Malmö, Sweden; or by to anmalan.stamma@midsona.com; or via the Company's website at or alternatively by telephone during office hours either to +46 (0) or +46 (0) When submitting their notice of attendance, shareholders must state their name, address, personal or corporate identity number, daytime telephone number and, when applicable, the number of accompanying advisers (maximum two). Prior to the Annual General Meeting, each attendee shall receive written confirmation and an admission card. Confirmation will not be issued if the notice of attendance has not been submitted in the correct manner. The admission card will be forwarded a few days before the Meeting to those who have notified attendance as above. The admission card must be shown at the entrance to the Meeting. Shareholders whose shares are nominee-registered, i.e. held by a custodian, must temporarily register the shares in their own name in the share register maintained by Euroclear Sweden AB in order to be able to attend the Meeting. Such registration must be made by 21 April 2016 at the latest, and should be requested from the nominee in good time before this date. Proxy Shareholders who wish to be represented by proxy must provide a proxy form for the representative. The proxy must be in writing, signed by the shareholder, and dated. If the shareholder is a legal entity, a copy of the registration certificate or, if such document is not available, an equivalent authorisation document must be attached. The document shall attest the right of the person who signed the proxy to appoint a proxy for the legal entity. To facilitate registration at the Meeting, original proxy forms, registration certificates and other authorisation

2 Sid 2 documents should be submitted to the Company at the address stated above no later than 4 pm on 21 April If a proxy form and other authorisation documents are not submitted in advance, the original proxy form and other authorisation documents must be shown at the Meeting. A proxy form may be obtained from the Company and at the Company's website and will be sent when requested to shareholders who provide their postal address. Proposed agenda 1. Opening of the Annual General Meeting. 2. Election of a Chairman to preside over the Meeting. 3. Drawing up and approval of the voting list. 4. Approval of the agenda. 5. Election of two persons to check and sign the minutes. 6. Decision as to whether the Meeting has been duly convened. 7. Statement by the Chief Executive Officer 8. Presentation of the annual accounts and audit report, as well as the consolidated accounts and consolidated audit report. 9. Resolution regarding the adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet. 10. Resolution regarding the appropriation of the Company's profit according to the adopted balance sheet. 11. Resolution regarding discharge from liability for the members of the Board of Directors and the Chief Executive Officer. 12. Resolution regarding the number of Board members, deputy members, auditors and deputy auditors. 13. Determination of fees to be paid to the Board of Directors and to the auditors. 14. Election of the Board of Directors. 15. Election of the Chairman of the Board. 16. Election of auditors. 17. Resolution regarding principles for the Nominations Committee. 18. Resolution regarding guidelines for the remuneration of senior executives. 19. Resolution regarding amendments to the Articles of Association and reduction of the share capital. 20. Resolution to authorise the Board of Directors to acquire and transfer shares. 21. Resolution to authorise the Board of Directors to adopt a new issue of shares. 22. Resolution to authorise the Chief Executive Officer to make minor adjustments to the resolutions that may be required in conjunction with their related execution and registration. 23. Closing of the Annual General Meeting.

3 Sid 3 Proposed resolutions Dividend (item 10) The Board of Directors proposes that a dividend for the financial year 2015 be paid in the amount of SEK 1.10 per share. The last day for trading shares that include a right to the dividend shall be 27 April It is proposed that the record day for the dividend shall be 29 April If the Annual General Meeting resolves to adopt the proposal, it is estimated that the dividend will be distributed by Euroclear Sweden AB on 4 May Election of a Chairman to preside over the Meeting; the Board of Directors; the Chairman of the Board; the auditors; as well as the determination of fees (items 2, 12-16) The Nominations Committee, composed of Martin Svalstedt (Stena Adactum AB), Chairman, Elisabet Jamal Bergström (Handelsbanken Fonder), Maria Rengefors (Nordea Fonder) and Åke Modig (Chairman of the Board of the Company and convener within the Nominations Committee), proposes that the Annual General Meeting adopts the following items: To elect Åke Modig as Chairman of the Annual General Meeting; To elect six ordinary members of the Board and no deputy members; To elect a registered auditing firm as auditor, and no deputy auditors; That remuneration to the Board of Directors shall be SEK 400,000 (including committee work) to the Chairman, SEK 200,000 to each of the other members, as well as SEK 20,000 to each Board member, except the Chairman of the Board, who are members of the Audit Committee, and SEK 20,000 to each Board member, except the Chairman of the Board, who are members of the Remuneration Committee. That a Board member, provided such is in accordance with prevailing legislation and under the condition that such is cost-neutral for the Company, shall be given the possibility to invoice their Board remuneration from a sole proprietorship or own company under the condition that the sole proprietorship or company possesses a corporate tax card (Swedish: F-skattsedel). For such Board remuneration invoiced by a Board member within the framework of a business activity, the remuneration shall be increased by an amount that is equivalent to the social charges and value added tax as per law that the Board member's company would otherwise have been obliged to pay. That the auditor's remuneration be in accordance with approved invoicing. That Board members Ola Erici, Johan Wester, Birgitta Stymne Göransson, Cecilia Marlow and Peter Wahlberg be re-elected, and that Kirsten Aegidius be elected. It is noted that Åke Modig and Tina Andersson have declined to be re-elected. That Ola Erici be elected as Chairman of the Board. That Deloitte AB be re-elected as auditor with Per-Arne Pettersson as the principal auditor. Kirsten Aegidius is Group Marketing Director of Hilding Anders, and Board member of Andersen & Martini A/S. Kirsten was born in 1963 and holds a Master's Degree from Copenhagen Business School. She has previously held positions as CEO of Weber-Stephan Nordics, Marketing Director of Carlsberg Denmark, as well as various executive positions within Coca-Cola and Unilever.

4 Sid 4 Resolution regarding principles for the Nominations Committee (item 17) The Nominations Committee proposes the following principles for the Nominations Committee: The Company shall have a Nominations Committee composed of members appointed by the three largest shareholders and the Chairman of the Board. The largest shareholders will be contacted by the Chairman of the Board of the Company on the basis of the Company's list of registered shareholders provided by Euroclear Sweden AB as per the last bank day in August. Further to having been contacted, the shareholders shall reply within 14 days as to whether they wish to participate in the work of the Nominations Committee or not. Should one of the three largest shareholders relinquish their right to appoint a member of the Nominations Committee, the next shareholder in size shall be given the opportunity to appoint a member, and in such case shall state within one week whether they wish to participate or not. The names of the three representatives and the names of the shareholders who proposed them shall be announced as soon as the Nominations Committee has been appointed, and at least six months before the date of the Annual General Meeting. If on this occasion three shareholders have not notified their wish to participate in the Nominations Committee, the Nominations Committee may be composed of fewer members. The term of office of the Nominations Committee shall last until such time as a new Nominations Committee is appointed. The Chairman of the Nominations Committee, unless the members agree otherwise, shall be the member who is appointed by the largest shareholder. However, the first meeting of the Nominations Committee shall be opened by the Chairman of the Company. Should a member leave the Nominations Committee before its work has been completed, the shareholder who appointed such member shall have the right to appoint a new member. The Company shall not pay any fees or remuneration to members of the Nominations Committee. Should a significant change take place in the Company's shareholder structure, and a shareholder who after such significant change of shareholder structure becomes one of the three largest shareholders, and presents a desire to participate in the Nominations Committee, the Nominations Committee shall offer such place by either deciding that such shareholder shall replace the shareholder who has become the smallest shareholder as per voting rights after the change of shareholder structure, or decide to enlarge the Nominations Committee with an additional member, albeit with a maximum of five members. Should one of the members of the Nominations Committee leave for any other reason or cease to represent the shareholder who appointed such member before the mandate of the Nominations Committee has been completed, and if the appointed member so requests, they may be replaced by a new member appointed by the shareholder. Changes to the composition of the Nominations Committee shall be announced as soon as such changes have taken place.

5 Sid 5 The Nominations Committee shall prepare and submit proposals to the Annual General Meeting with regard to the following items: Election of a Chairman to preside over the Annual General Meeting; Election of the Chairman of the Board and other members of the Company's Board of Directors; Fees to be paid to the Board of Directors, divided between the Chairman and other members, as well as remuneration for committee work; Election and remuneration of the auditors and deputy auditors (where applicable); and Principles regarding the composition of the Nominations Committee. The Nominations Committee shall have the right to incur costs on behalf of the Company for services such as recruitment consultants and other consultants that may be required to enable the Nominations Committee to fulfil its mandate. The Nominations Committee, in conjunction with its mandate in general, shall fulfil its tasks in accordance with the Swedish Code of Corporate Governance. Resolution regarding guidelines for the remuneration of senior executives (item 18) The guidelines that the Board of Directors proposes imply that senior executives shall receive competitive remuneration in line with prevailing market conditions. The level of remuneration for each individual executive shall be based on factors such as the position held, competence, experience and performance. The remuneration shall be composed of a fixed salary and pension, and in addition may consist of a variable salary component, severance pay, and non-monetary benefits. The variable salary component shall be based on the fulfilment of quantitative and qualitative goals. The Chief Executive Officer shall have the possibility to receive a variable bonus representing a maximum of 50% of his/her basic fixed salary, and other senior executives a maximum of 30% of their basic fixed salary. Severance pay may amount to a maximum of six months' salary should the Company terminate the employment. The salary during the period of notice and the severance pay may amount together to a maximum of 24 months' salary. It is proposed that the above guidelines shall not apply to members of the Board of Directors should special circumstances arise in an individual case. Resolution regarding amendments to the Articles of Association and reduction of the share capital through transfer to non-restricted equity (item 19) The Board of Directors proposes that the Articles of Association be amended as follows: Paragraph 4 of the Articles of Association to be amended so that the limitations regarding the amount of the share capital be changed from not less than SEK 250,000,000 and not more than SEK 1,000,000,000 to not less than SEK 62,500,000 and not more than SEK 250,000,000. Paragraph 9, first sentence, of the Articles of Association to be amended so that "(maximum of two)" be added after "accompanying advisers" so that the sentence be as follows: "Shareholders wishing to attend General Meetings must be listed in a printout of the entire shareholders' register relating to the conditions five weekdays before the Meeting, as well as notifying the Company by 4 pm on the date set out in the notice of the General Meeting, stating the number of accompanying advisers (maximum two)."

6 Sid 6 Paragraph 10 of the Articles of Association to be amended as follows: Item 8 to be changed to "Decision regarding the number of Board members, auditors and, where applicable, deputy auditors." Item 10 to be changed to "Election of the Board of Directors, auditors and, where applicable, deputy auditors." The Board of Directors also proposes that the Company's share capital be reduced by SEK 426,464, to SEK 142,154,935 through transfer to non-restricted equity without withdrawal of shares. If the General Meeting resolves to adopt this proposal, the quotient value will be reduced to SEK 5 per share. The proposal to reduce the share capital requires an amendment to the Articles of Association. The proposals contained in this item shall be adopted as a resolution. Resolution to authorise the Board of Directors to acquire and transfer shares (item 20) The Board of Directors proposes that the Annual General Meeting adopts the following: The Board of Directors is authorised, upon one or several occasions during the period up to the next Annual General Meeting, to resolve to acquire or transfer own shares. Acquisitions may take place (i) through an offer to all shareholders or all holders of a certain class of share at a price corresponding to the stock-market price when the offer is announced, or (ii) through acquisition via Nasdaq Stockholm at a price within the registered price range at any given time. The number of shares acquired shall be limited so that the Company's holding of own shares after the acquisition amounts to no more than one tenth of all shares in the Company. Acquisitions may concern either class A shares or class B shares, or both class A and class B shares. Transfers may be made via Nasdaq Stockholm, with pre-emptive rights for shareholders or, upon the waiver of shareholders' pre-emptive rights, to a third party. Payment for transferred shares may be made in cash or in kind or through set-off, or otherwise with specific conditions. The number of shares transferred may not exceed the number of shares of each respective class of share that the Company holds at any given time. Transfers via Nasdaq Stockholm shall take place at a price within the price range of Nasdaq Stockholm applicable at any given time, which refers to the difference between the highest buy price and the lowest sell price. The purpose of this authorisation is to improve the Company's capital structure or to be able to transfer shares in conjunction with the financing of potential acquisitions. Resolution to authorise the Board of Directors to issue shares, convertibles or share warrants (item 21) The Board of Directors proposes the following: The Annual General Meeting authorises the Board of Directors upon one or several occasions during the period up to the next Annual General Meeting, with or without the waiver of shareholders' preemptive rights, to adopt a new issue of shares. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The number of shares that may be

7 Sid 7 issued in virtue of the authorisation shall be limited to 10 percent of the number of outstanding shares of each respective share class at any given time. A new issue adopted in virtue of the authorisation, and that is carried out with the waiver of shareholders' pre-emptive rights, shall take place at market conditions (which implies that an issue discount in line with prevailing market conditions may be granted) and shall be carried out as part of the financing of company acquisitions. Resolution to authorise the Chief Executive Officer to make adjustments to the resolutions (item 22) The Board of Directors proposes that the Annual General Meeting authorises the Chief Executive Officer, or the person appointed by the Chief Executive Officer, to make minor adjustments and clarifications of the resolutions adopted by the Annual General Meeting to the extent that such be required for the registration and execution of the resolutions. Other information The validity of the resolutions in accordance with items is conditioned by that they be agreed by shareholders with at least two-thirds of the votes cast and of the shares represented at the General Meeting. Resolutions regarding the reduction of the share capital shall also require authorisation from the Swedish Companies Registration Office. At the time of issuing this Notice to Attend, the total number of shares in the Company was 28,430,987, of which 474,915 class A shares and 27,956,072 class B shares, with a total number of votes of 32,705,222. The Company does not hold any own shares. The annual report, audit report, the auditors' opinion regarding the application of the guidelines for the remuneration of senior executives adopted by the Annual General Meeting held in 2015, as well as complete underlying documentation in general, shall be made available by the Company and at the Company's website at least three weeks before the General Meeting. The documents will be sent to shareholders who so request and who provide their postal address. The Board of Directors and the Chief Executive Officer shall, should a shareholder so request and the Board of Directors deems that such may take place without significant detriment to the Company or its subsidiaries, provide information during the Annual General Meeting with regard to circumstances that could influence the appraisal of an item on the agenda as well as circumstances that could influence the appraisal of the Company's or a subsidiary's financial position. This obligation to provide information shall also apply to the Company's relationship with its subsidiaries, as well as the consolidated accounts. Malmö, March 2016 Midsona AB (publ) The Board of Directors Midsona AB is obliged to publish the information contained in this press release pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 8 am on 24 March 2016.