2-4-2013 — /europawire.eu/ — The shareholders of AarhusKarlshamn AB (publ) are hereby invited to attend the Annual General Meeting to be held on Friday 3 May 2013 at 2.00 p.m. at Europaporten Kongresscenter, Stadiongatan 25 in Malmö, Sweden. The registration for the Annual General Meeting starts at 1.00 p.m.
A.CONDITIONS FOR ATTENDANCE
Shareholders who wish to attend the Annual General Meeting must be recorded in the Shareholders’ Register maintained by Euroclear Sweden AB on Friday 26 April 2013, and must notify the company of their intention to attend the Annual General Meeting no later than Friday 26 April 2013 at 4.00 p.m. The notification of attendance, which may be made in accordance with any of the alternatives specified below, shall state name, address, day-time telephone number, personal or corporate identity number, and the number of shares held. Shareholders who intend to bring assistance shall notify this within the same time limits as for the notification of their own attendance. Shareholders represented by an authorised representative should enclose a proxy in original to their notification. A proxy form is available on the company website www.aak.com and will be sent by post to shareholders notifying the company and informing the company of their address. Representative of a legal entity shall submit a copy of the registration certificate or corresponding papers of authorisation evidencing the persons authorised to act on behalf of the legal entity.
Address: AarhusKarlshamn AB, Helena Raihle, Jungmansgatan 12, SE-211 19 Malmö, Sweden (please mark the envelope “Annual General Meeting 2013”)
Telephone: +46 733 998 315
Website: www.aak.com
E-mail: helena.raihle@aak.com
In order to participate at the Annual General Meeting, shareholders with nominee-registered shares must request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB. Such re-registration must be executed no later than Friday 26 April 2013. The shareholders must therefore notify the nominee of their request to have the shares re-registered in due time before Friday 26 April 2013.
B. AGENDA
- Opening of the Meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of agenda.
- Nomination of persons to verify the Minutes of the Meeting.
- Determination of whether the Annual General Meeting has been properly convened.
- Report by the Managing Director.
- Presentation of the Annual Report, the Auditor’s Report and the Consolidated Financial Statements and the Group Auditor’s Report for the financial year 2012.
- Resolutions as to:
a) adoption of the Income Statement and the Balance Sheet and the Consolidated Income Statement and the Consolidated Balance Sheet, as per 31 December 2012;
b) appropriation of the company’s profit according to the adopted Balance Sheet and record day for dividend;
c) discharge from liability of the Board of Directors and the Managing Director. - Determination of the number of Directors of the Board.
- Determination of fees to the Board of Directors and auditor.
- Election of members of the Board of Directors and auditor.
- Proposal regarding the Nomination Committee.
- Proposal regarding guidelines for remuneration of senior executives.
- Closing of the Annual General Meeting.
Election of Chairman of the Meeting (item 2)
The Nomination Committee has proposed that Melker Schörling shall be elected Chairman of the Annual General Meeting 2013.
Proposal regarding the appropriation of the company’s profit (item 9 b)
The Board of Directors has proposed that a dividend of SEK 5.25 per share be declared for the financial year 2012. As record day for the dividend, the Board of Directors proposes Wednesday 8 May 2013. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Tuesday 14 May 2013.
Proposal regarding the election of the Board of Directors, auditor and determination of fees (items 10-12)
In respect of the Annual General Meeting 2013, the Nomination Committee consists of Chairman Mikael Ekdahl (Melker Schörling AB), Carl Bek-Nielsen (United International Enterprises), Henrik Didner (Didner & Gerge Fonder), Åsa Nisell (Swedbank Robur fonder) and Lars-Åke Bokenberger (AMF Fonder).
The Nomination Committee has proposed the following:
– The number of directors shall be six without any deputy directors.
– The total fee payable to the Board of Directors shall be SEK 1,950,000 (including remuneration for committee work) to be distributed among the directors as follows: SEK 500,000 to the Chairman and SEK 250,000 to each of the other directors elected at a general meeting and not employed by the company. Remuneration for committee work shall be payable as follows: SEK 200,000 to the Chairman of the Audit Committee and SEK 100,000 to each of the other members of the Audit Committee, SEK 100,000 to the Chairman of the Remuneration Committee and SEK 50,000 to each of the other members of the Remuneration Committee. The auditor shall be remunerated in accordance with agreement.
– Re-election of the board members Melker Schörling, Märit Beckeman, Ulrik Svensson and Arne Frank and new-election of Märta Schörling and Lillie Li Valeur.
Carl-Bek Nielsen, Martin Bek-Nielsen and Harald Sauthoff have declined re-election. Mikael Ekdahl will continue as secretary of the Board and its Committees.
– Re-election of Melker Schörling as Chairman of the Board.
– Re-election of the accounting firm PricewaterhouseCoopers, for a period of mandate of one year, consequently up to and including the Annual General Meeting 2014, whereby the accounting firm has informed that the authorised public accountant Sofia Götmar Blomstedt will be appointed as auditor in charge.
Märta Schörling (born 1984) has a MSc in Business Administration from Stockholm School of Economics and is currently Project Manager at Pond Innovation & Design and is a board member in Melker Schörling AB (publ) since 2010.
Lillie Li Valeur (born 1970) is currently Vice President and Business Unit Director in China, Hong Kong and Macau at Arla Foods amba in Århus, Denmark and has been working in the Arla Foods Group since 2002. Lillie Li Valeur has former experiences from working in the Novartis Group and Bain & Co.
Proposal regarding the Nomination Committee (item 13)
Shareholders, jointly representing approximately 57.6 percent of the shares and votes in the company as per 28 February 2013, have notified the company of their proposal regarding Nomination Committee.
Proposal regarding Nomination Committee in respect of the Annual General Meeting 2014
- The Nomination Committee shall have four members.
- Re-election of Mikael Ekdahl (Melker Schörling AB), Henrik Didner (Didner & Gerge Fonder), Åsa Nisell (Swedbank Robur fonder) and Lars‑Åke Bokenberger (AMF Fonder) as members of the Nomination Committee in respect of the Annual General Meeting 2014.
- Mikael Ekdahl shall be re-elected Chairman of the Nomination Committee.
- In case a shareholder, represented by a member of the Nomination Committee, is no longer one of the major shareholders of AarhusKarlshamn AB, or if a member of the Nomination Committee is no longer employed by such shareholder or for any other reason leaves the Nomination Committee before the Annual General Meeting 2014, the Committee shall be entitled to appoint another representative among the major shareholders to replace such member.
Tasks of the Nomination Committee
Prior to the Annual General Meeting 2014, the Nomination Committee shall prepare and submit proposals for the election of Chairman and other members of the Board of Directors and auditor, the election of Chairman of the Annual General Meeting, fees to the Board of Directors and auditor and matters related thereto.
Proposal regarding guidelines for remuneration to senior executives (item 14)
The Board of Directors proposes that the Annual General Meeting resolves on guidelines for remuneration of senior executives, principally entailing that salaries and other terms of remuneration of the management shall be competitive and in accordance with market conditions. In addition to fixed salary, the management may also receive variable remuneration with a pre-determined cap of 70 percent of the fixed annual salary based on the outcome of targeted results on group level and in the individual area of responsibility, as well as other benefits. In addition to said variable remuneration, incentive programmes related to the share or share price can be resolved upon from time to time. Pension benefits shall be either income or fee based or a combination of both, with an individual pension age, however, not less than 60 years. On notice of termination by a senior executive, a notice period of six months shall apply without any right to severance pay. At dismissal by the company, the notice period shall be twelve months with a possible right to severance pay with a predetermined cap of maximum twelve months. The Board of Directors shall be entitled to deviate from the guidelines if, in an individual case, there are particular grounds for such deviation.
C. AVAILABLE DOCUMENTS AND INFORMATION REGARDING NUMBER OF SHARES AND VOTES IN THE COMPANY
The accounts and the auditor’s report (the annual report) and the complete proposals of the Board of Directors with respect to item 9 b and 14 and all related documents will be available to the shareholders at the company as from Friday 12 April 2013. Copies of the documents will be sent on request to shareholders who state their postal address and will also be available on the company websitewww.aak.com and at the Annual General Meeting.
The total number of shares and votes in the company amount to 40,898,189. All shares are of the same class.
D. INFORMATION AT THE ANNUAL GENERAL MEETING
The Board and the President shall at the Annual General Meeting, if a shareholder so requests and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that (i) may affect the assessment of an item on the agenda, (ii) circumstances that may affect the assessment of the company’s or its subsidiaries’ financial position or information concerning (iii) the company’s relation with other companies within the group.
Malmö in March 2013
AarhusKarlshamn AB (publ)
The Board of Directors
This is a non official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
For further information, please contact:
Fredrik Nilsson, Director Group Controlling and Investor Relations
Phone: + 46 40 627 83 34
Mobile: + 46 708 95 22 21
The information is that which AarhusKarlshamn AB (publ) is obliged to publish under the provisions of the Stock Exchange and Clearing Operations Act and/or the Trading in Financial Instruments Act. The information was released to the media for publication on March 25, 2013 at 10 am CET.
AarhusKarlshamn is one the world’s leading producers of high value-added speciality vegetable fats. These fats are characterized by a high technological content and are used as substitute for butter-fat and cocoa butter, transfree solutions for fillings in chocolate and confectionery products, and in the cosmetics industry. AarhusKarlshamn has production facilities in Denmark, Mexico, the Netherlands, Sweden, Great Britain, Uruguay and the US. The company is organised in three Business Areas; Food Ingredients, Chocolate and Confectionery Fats and Technical Products & Feed. Further information on AarhusKarlshamn can be found on the company’s website www.aak.com.
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- CSA Research’s New Localization Intelligence Analyzer, powered by LocHub, Helps Organizations Improve their Website’s Effectiveness for Global Customers
- Customer Data Platform Industry Accelerated During Pandemic: CDP Institute Report
- Digi Communications N.V. announces that two of its subsidiaries entered into two facility agreements
- Introducing Cap Expand Partners, Helping Business Leaders Break International Barriers
- Hong Kong’s Innovation and Technology Venture Fund Becomes Strategic Financial Investor of Ignatica
- Cure for prostate cancer on the horizon
- Fanpictor signs multi-year partnership with Royal Belgian Football Association
- Fanpictor unterzeichnet mehrjährige Partnerschaft mit dem Königlich Belgischen Fussballverband
- Fanpictor signe un partenariat pluriannuel avec la Royal Belgian Football Association
- Fanpictor firma una colaboración de varios años con la Real Federación Belga de Fútbol
- Fanpictor firma una partnership pluriennale con la Royal Belgian Football Association
- Fanpictor tekent meerjarige partnership met Koninklijke Belgische Voetbalbond
- Launch of the New Akenza Platform
- De zelflerende algoritme DBLG1®: eenvoudig te gebruiken voor een optimale en gepersonaliseerde behandeling van diabetes type 1
- Launch of the Anna Lindh Foundation Virtual Marathon for Dialogue!
- Digi Communications N.V. announces the exercise of stock options by the Executive Director of the Company pursuant to the decision of the Company’s general meeting of shareholders dated 30 April 2020 and in accordance with the stock option plan approved at the level of the Company in 2017
- New research unlocks long tail growth opportunity for the tech industry
- Digi Communications NV announces the availability of the instructions on the 2020 share dividend payment
- Digi Communications NV announces that conditional stock options were granted to several Directors of the Company based on the approval of the general meeting of shareholders from 18 May 2021
- Digi Communications N.V. Announces the Company’s General Shareholders Meeting resolutions adopted on 18 May 2021 approving, amongst others, the 2020 Annual Accounts
- Digi Communications N.V. (“Digi”) announces the Q1 2021 Financial results
- Digi Communications NV announces Investors Call for the Q1 2021 Financial Results
- Digi Communications N.V. announces an Amendment to the 2021 Financial Calendar
- Fastpayhotels Hits an Industry Milestone by Connecting 500 Hotels Per Day Through DerbySoft Technology
- 4 ways to build a more flexible supply chain
- Join the world's leading virtual CBD event for FREE
- DEEPENING STRATEGIC RELATIONSHIP BETWEEN UBC AND PIONEERING DECENTRALISED PLATFORM, MANYONE
- Mono Solutions recognizes Norwegian small business agency with best website 2021 award
- Mono Solutions and Xrysos Odigos unlock new opportunities for small businesses
- Behind the scenes of a 10,000-people online conference: creating a live-event atmosphere and leveraging cybersecurity software
- Largest Supply Chain for Face masks, FFP2, FFP3 and cloth masks
- TRANSMAR AND TRANSMETRICS SIGN DEAL FOR STATE-OF-THE-ART LOGISTICS COLLABORATION
- Amendment of Digi Communications N.V. Financial Calendar for 2021
- 4iG and Digi Communications NV’s Romanian subsidiary have entered into a term sheet with regards to a potential acquisition by 4iG of DIGI Group’s Hungarian operations
- “Building Healthy Relationships and Enhancing Gender Equality”: Young women from Cyprus, Egypt, Lebanon and Jordan come together
- Bring Ventures investit dans Crossborderit (CBIT), DDP et une solution de commerce électronique
- Bring Ventures investiert in Crossborderit (CBIT), eine DDP (geliefert verzollt) und E-Commerce Lösung
- Bring Ventures invests in Crossborderit (CBIT), DDP and ecommerce solution
- Lionspeed GP with Patrick Kolb and Lorenzo Rocco joins forces with CarCollection Motorsport in 2021
- Eurekos, ein klassenbester LMS-Anbieter, hat seine Position im renommierten Fosway 9-Grid™ für Lernsysteme verbessert
- Eurekos, en førsteklasses LMS-udbyder, har forstærket sin position på den prestigefyldte Fosway 9-Grid™ for læringssystemer
- Eurekos, ein erstklassiger LMS-Anbieter, hat seine Position auf dem renommierten Fosway 9-Grid™ für Lernsysteme weiter ausgebaut
- Digi Communications N.V. announces Share transaction made by an executive director of the Company with class B shares
- Digi Communications N.V.: Announces an Amendment to the Financial Calendar for 2021
- Ideanomics Invests $13M in Italian EV Motorcycle Company, Energica
- DigiSky and Asman Technology Announce Global Reseller Agreement
- Neowintech - O Marketplace Da Sua Próxima Solução Financeira
- Neowintech - Il Marketplace per la tua prossima soluzione finanziaria
- PIONEERING DECENTRALISED SECURE MESSAGING PLATFORM MANYONE ANNOUNCES STRATEGIC RELATIONSHIP WITH UNIVERSITY COLLEGE LONDON CENTRE BLOCKCHAIN TECHNOLOGY
- Digi Communications NV announces the release of the 2020 Preliminary Financial Results
- Fraunhofer IGD develops automated robotic arm to scan cultural objects in 3D, now cooperating with Phase One
- Adapt Fast or Disappear – Choosing the Right Supplier
- Digi Communications NV announces Investors Call for the 2020 Preliminary Financial Results
- A URSAPHARM Arzneimittel e a CEBINA anunciam uma parceria com vista a reaproveitar o anti-histamínico azelastina para combater a COVID-19
- URSAPHARM Arzneimittel et CEBINA annoncent un partenariat pour reconvertir l'antihistaminique azélastine afin de lutter contre la COVID-19
- URSAPHARM Arzneimittel y CEBINA anuncian una colaboración para readaptar el antihistamínico azelastine para combatir la COVID-19
- URSAPHARM Arzneimittel and CEBINA announce partnership to repurpose the antihistamine azelastine to combat COVID-19
- ANIL UZUN Will Launch Bass Guitar Lessons Series on Youtube
- Henrik Stampe Appointed CEO for Mono Solutions
- Anna Mossberg leder Nordens största privata AI-lab i Sverige: "Utan AI riskerar svenska företag att förlora sin konkurrensfördel."
- What COVID-19 has taught us about manufacturing & the importance of a digital online marketplace
- Digi Communications N.V. announces: the Supreme Court of Hungary dismissed the Company’s appeal related to the 5G Tender procedure
- Customer Data Platform Industry to Reach $1.5 Billion in 2021: CDP Institute Report
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GreenMantra Technologies Announces Exclusive Distribution Relationship with HARKE GROUP