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Shareholders of ProfilGruppen AB (publ.) are hereby called to attend the Annual General Meeting on Thursday 25 March 2010 at 15:00 in Folkets Hus in Åseda
BUSINESS AND PROPOSALS ON THE AGENDA
1. The meeting is opened and a chairman for the meeting is
elected
2. Preparation and approval of the voting list
3. Approval of the Board’s proposed agenda
4. Election of one or two people to verify the minutes
5. Confirmation that the meeting has been duly convened
6. Speech by the CEO
7. Submission of the annual report and consolidated accounts
8. Submission of the Group and parent company’s auditors’
reports
9. Decision regarding the submission for approval of the
Group and parent company’s profit and loss accounts and
balance sheets
10. Decision regarding allocations relating to the company’s
profit and loss as per the adopted balance sheet
11. Decision regarding discharge from liability to the company
for the members of the Board and the CEO
12. Decision regarding the number of Board Members and
deputies
13. Submission for approval of the fees for the Board, the
Board’s audit committee and remuneration committee and
the auditors
14. Election of the Chairman of the Board and other Board
Members and deputy members
15. Proposal for authorisation to be granted to the Board to
decide on new issues of shares
16. Proposal regarding nomination committee
17. Submission for approval of principles for remuneration
for senior executives
18. Other issues
19. Closing the meeting
Point 1 Proposal for a chairman for the Annual General Meeting
The nomination committee proposes the Chairman of the Board, Eva Färnstrand, to be appointed as chairman of the Annual General Meeting 2010.
Point 10 Proposed dividend
The Board is proposing that no dividend payout shall be made due to the Group’s result (previous year's dividend was SEK 1.00 per share).
Point 12 Proposed number of Board Members
The nomination committee proposes that the number of Board Members appointed by the meeting shall remain unchanged at six and no deputies to be appointed.
Point 13 Proposed fees
The nomination committee proposes that fees payable to the Board for 2010 are set at a total of SEK 1,070,000 including fees for committee work as follows:
To the Chairman, SEK 295,000
To other Board Members elected in the meeting not employed by the company, SEK 130,000 each
To Board Members and deputies elected by the employees, SEK 13,750 each
Extra fee for the Chairman of the Board’s audit committee, SEK 50,000
Extra fee for members of the Board’s audit committee, SEK 25,000
Extra fee for the Chairman of the Board’s remuneration committee, SEK 50,000
Extra fee for members of the Board’s remuneration committee, SEK 25,000
Remuneration for auditors is proposed as per the current agreement.
Point 14 Proposal for Chairman of the Board and other Board Members
The nomination committee proposes that Board Members Eva Färnstrand, Ulf Granstrand,
Susanna Hilleskog, Kjell Svensson and Nils Arthur are re-elected. Lars Johansson has declined re-election and it is proposed that Mats Egeholm is newly elected.
Mats Egeholm was the company’s CFO during 1980-2004. Mats Egeholm is Chairman of the Board of Veg Tech AB (publ.), Board Member of Nelson Garden AB and Managing Director of Östers Support AB (publ.). His shareholding in ProfilGruppen is 347 443 shares.
The nomination committee proposes Eva Färnstrand to be re-elected as Chairman of the Board.
Information on all proposed Board Members and a report on the work of the nomination committee is available at www.profilgruppen.se.
Point 15 Proposal for authorisation to be granted to the Board to decide on
the new issue of shares
The Board proposes that the Annual General Meeting authorises the Board to make decisions regarding new issues of shares on one or more occasions during the period until the next Annual General Meeting.
New issues may be a maximum of 400,000 shares. The Board will then be entitled to decide on a deviation from the shareholders' preferential rights. It must be possible to implement issues with a provision made for issuing in kind or offsetting or otherwise with terms and conditions. Any issue must be on market terms.
The reason for being able to deviate from the shareholders' preferential rights is to enable financing of company acquisitions with own shares. In the event of full exploitation of the authorisation, this corresponds to dilution of around eight per cent of the share capital and the votes in the company.
Point 16 Proposal regarding the nomination committee
Election of a nomination committee to propose a Chairman of the Board and other Board Members as well as a chairman for the 2011 Annual General Meeting or, where required, to propose fees for the Board, committees and auditors. The nomination committee shall also propose auditors. The shareholders have provided suggestions for a nomination committee prior to the AGM in 2011, consisting of Lars Johansson as Chairman, Gunnel Smedstad and Torgny Prior (Prior & Nilsson Fond and Kapitalförvaltning AB) and the Chairman of the Board in ProfilGruppen AB (according to the decision taken in the meeting).
It is also proposed that the fees for the nomination committee remain unchanged and amount to SEK 100,000 to be divided amongst the nomination committee.
Point 17 Submission for approval of principles for remuneration for senior executives
A remuneration committee, appointed by the Board, prepares proposals for principles for remuneration for the Group's CEO and other senior executives. The Board proposes that the following principles of remuneration for senior executives, mainly unchanged from last year, be decided for 2010. The proposal is based on the Policy of Remuneration of the company.
The Group's seven senior executives, including the CEO, have agreements concerning variable remuneration in addition to a fixed salary. The variable remuneration, which can amount to a maximum of 25 percent of the fixed salary, is linked to the Group's profit after financial items (maximum 15 percent of the fixed salary) and defined personal targets (maximum 10 percent of the fixed salary). This corresponds to a maximum cost, excluding social security contributions, of MSEK 1.7 for 2010. Agreements on pension benefits are arranged individually and the pension costs can amount to a maximum of 35 per cent of the fixed and variable salary. In the event of notice of termination of employment being given by the company, the applicable period of notice is two years for the CEO and normally six months for other senior executives.
The Board also proposes that they will be given the authority to deviate from the guidelines if there are specific grounds for this in any individual case.
Åseda, February 2010
PROFILGRUPPEN AB (publ.)
Board of Directors
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