Notification of the Annual General Meeting 2008
The shareholders of Trelleborg AB (publ) are hereby invited to attend the Annual General Meeting of the Company on Monday, April 28, 2008, at 5:00 p.m. in the Söderslättshallen, Klörupsvägen 48, Trelleborg, Sweden.
NOTICE OF PARTICIPATION
Shareholders wishing to participate in the Meeting must be recorded in the share register maintained by VPC AB not later than Tuesday, April 22, 2008, and inform the Company of their intention to participate and of any advisors that the shareholder intends to be accompanied by at the Meeting, not later than Tuesday, April 22, 2008, at 3:00 p.m.
by post: Trelleborg AB, Attn.: Viveca Söderberg, Box 153, SE-231 22 Trelleborg, Sweden
by fax: +46 (0)410-175 89r
by e-mail: anmalan.stamma@trelleborg.com
by telephone: +46 (0)410-670 31 or 670 04, 670 00
via the Internet at website www.trelleborg.com/anmalan
In their notifications, shareholders should state their names, personal identity numbers, telephone numbers and the name of any advisors. If participa¬tion is by proxy, the power of attorney and – assuming the issuer of the power of attorney is a legal entity – certified proof of registration, or other document proving the signatory’s authorization, must be sent to the Company prior to the Meeting. The Company provides power of attorney forms at www.trelleborg.com and by post to shareholders that contact the company and provide an address. The information provided will be used exclusively in conjunction with the Meeting and the necessary registration and processing for the preparation of the list of voters.
Shareholders whose shares have been registered in the name of a trustee must temporar¬ily have the shares re-registered in their own name not later than Tuesday, April 22, 2008. (Such registration should be requested of the trustee a couple of working days prior to this date).
PROGRAM
Note – This year, the meeting starts at 5:00 p.m. with admission for registration from 3:00 p.m.
3:00–5:00 p.m. Registration desks open. Refreshments served
4:00 p.m. Meeting hall opens
5.00 p.m. Meeting commences
PROPOSED AGENDA FOR MEETING
1 Election of Meeting Chairman (see below).
2 Preparation and approval of voting list.
3 Election of one or two minutes-checkers.
4 Determination of whether the Meeting has been duly convened.
5 Approval of the Agenda.
6 Presentation of the annual accounts and the auditors’ reports for the Parent Company.
7 President’s presentation of operations.
8 Presentation of the work of the Board of Directors and work within the Remunerations, Audit and Finance Committees.
9 Adoption of: a) the Parent Company income statement and balance sheet and the
consolidated income statement and balance sheet
b) disposition to be made of the Company's profits in accordance with the adopted balance sheet (proposed dividend, see below),
c) decision regarding the discharge of the members of the Board of Directors and of the President
10 Presentation of the work of the Nominations Committee.
11 Decision regarding number of Board members (see below).
12 Decision regarding remuneration to the Board, auditors, Audit Committee and Remunerations Committee (see below).
13 Election of Board, Chairman of the Board and authorized public auditing firm (see below).
14 Presentation of the auditors’ statement regarding the application of adopted remuneration principles by the 2007 Annual General Meeting for the President and senior executives.
15 Decision regarding remuneration principles for the President and senior executives (see below).
16 Decision on appointment of Nominations Committee
17 Other business to be addressed by the Meeting in accordance with the Swedish Companies Act (2005:551) or the Arti¬cles of Association.
ELECTION OF CHAIRMAN FOR THE MEETING
The Nominations Committee proposes Board Chairman Anders Narvinger.
DIVIDEND
The Board of Directors and the President propose that shareholders be paid a cash dividend of SEK 6.50 per share.
May 2 has been proposed as the record date for the cash dividend. If the Meeting approves the Board’s proposal, it is esti¬mated that the cash dividend payments will be distributed by VPC on May 7, 2008. Due to the technical procedures required to effect the dividend payment, the record date and the dividend payment date may be changed to later dates.
NUMBER OF BOARD MEMBERS
The Nominations Committee proposes that the number of Board members elected by the Meeting remains unchanged at seven members.
Shareholders representing approximately 65 percent of the voting rights for all shares outstanding in the Company have announced that they will support the proposal.
REMUNERATION TO THE BOARD, AUDITORS, AUDIT COMMITTEE AND REMUNERATIONS COMMITTEE
The Nominations Committee proposes that the Annual General Meeting resolves that the total fees paid to the Board, exclud¬ing travel expenses, be SEK 2,750,000 (2,600.000), with SEK 950,000 (900,000) being paid to the Chairman and SEK 360,000 (340,000) each being paid to those Board members who are not employed within the Trelleborg Group.
The Nominations Committee proposes the auditors’ fees shall be based on an agreement regarding a cost level for the four-year mandate period, that is, until the close of the Annual General Meeting in 2012, with annual adjustment for exchange-rate fluctuations and changes in the salary cost index, as well as changes that significantly affect the scope of the work.
The Nominations Committee proposes that fees paid to those assigned to the Audit Committee be SEK 150,000 (125,000) for the Chairman and SEK 100,000 (90,000) each for other members.
The Nominations Committee proposes that fees paid to those in the Remunerations Committee be SEK 50,000 (-) each for members.
Shareholders representing approximately 65 percent of the voting rights for all shares outstanding in the Company have announced that they will support these proposals.
ELECTION OF BOARD, CHAIRMAN OF THE BOARD AND AUTHORIZED PUBLIC ACCOUNTING FIRM
The Nominations Committee proposes the re-election of the following Board members: Heléne Bergquist, Staffan Bohman, Rolf Kjellman, Claes Lindqvist, Anders Narvinger and Peter Nilsson.
Berthold Lindkvist (elected to Trelleborg’s Board in 1996) has declined re-election prior to the 2008 Annual General Meeting. The Nominations Committee proposes the election of Sören Mellstig as new Board member.
Sören Mellstig was born in 1951 and holds a degree in Business Administration. He has earlier served as President and CEO of Gambro and CFO and Vice President of Incentive, among other positions. He is currently Chairman of the Board of Aleris AB and Vatus Medical AB, and Board member of Munters AB, Ferrosan A/S, PaloDex Oy, Dako A/S and Rindi Energi AB. Sören Mellstig currently holds 10,000 Series B shares in Trelleborg.
Anders Narvinger is proposed re-elected as Chairman of the Board.
The Nominations Committee proposes the re-election of PricewaterhouseCoopers AB as the Group’s auditors, with Göran Tidström as auditor-in-charge, for a further four-year period.
Shareholders representing approximately 65 percent of the voting rights for all shares outstanding in the Company have announced that they will support the proposal.
DECISION REGARDING REMUNERATION PRINCIPLES FOR THE PRESIDENT AND SENIOR EXECUTIVES
The Board proposes that Trelleborg shall offer market-based terms of employment that enable the Company to recruit, develop and retain senior executives. The remuneration structure shall comprise fixed and variable salary, pension and other remuneration, which together form the individual’s total remuneration package. Trelleborg continuously gathers and evaluates information on market-based remuneration levels for relevant industries and markets.
The principles for remuneration shall be able to vary depending on local conditions.
The Board has appointed a Remunerations Committee that is led by the Chairman of the Board and decides on matters concerning remuneration and terms of employment for the President and executives reporting directly to him and establishes principles for remuneration to other senior executives. The Remunerations Committee reports to the Board.
DECISION ON APPOINTMENT OF NOMINATIONS COMMITTEE
Shareholders representing slightly more than 65 percent of the voting rights for all shares outstanding in the Company pro¬pose that the appointment of Board members be conducted, in principle, in the manner determined by the 2007 Annual Gen¬eral Meeting, whereby there shall be a Nominations Committee within the Company for the preparation and presentation of proposals to shareholders at the Annual General Meeting regarding the election of Board members and, where appropriate, auditors and fees to the Board, members of Board committees and auditors.
The Nominations Committee shall consist of five members, comprising representatives of five major shareholders at the close of the third quarter, these being appointed in accordance with the following.
At the close of the third quarter, the Chairman of the Board shall contact five major owners in the Company, each of which shall have the right to appoint one member to the Nominations Committee, who should not be a Board member.
If any of the major shareholders should waive their right to appoint a representative to the Nominations Committee, or if a member should resign or leave before his/her work is complete, the Chairman shall invite another major owner to appoint a member. In addition, the Nominations Committee can decide to include the Chairman of the Board in the Committee, although not as Chairman of the Committee.
As part of the work of the Nominations Committee, the Chairman of the Board shall provide the Committee with an account of the conditions pertaining to the work of the Board and the need for any special expertise, etc., that may be of relevance to the nomination of the Board. Individual shareholders in Trelleborg shall have the right to submit proposals for Board members to the Nominations Committee for further evaluation within the scope of its work.
Information regarding the composition of the Nominations Committee shall be published in the Company’s third-quarter interim report. The Nominations Committee shall have the right to charge the Company with costs for the recruitment con¬sultants, if such are deemed necessary to obtain a suitable choice of candidates for the Board. The Nominations Committee shall report on its work at the Annual General Meeting.
ANNUAL REPORT AND OTHER DOCUMENTATION PROVIDED
The Group’s Annual Report and auditors’ report, the auditors’ statement relating to the application of the remuneration principles for the President and senior executives adopted by the 2007 Annual General and the Board’s complete proposal for a decision regarding remuneration principles for the President and senior executives will be available from the Group’s head office, Johan Kocksgatan 10, Trelleborg, Sweden, and from the company’s website at www.trelleborg.com as of April 14, 2008 and will also be distributed to those who have requested this and who have provided an address.
OTHER INFORMATION
At April 22, 2008, the number of shares in the Company amounted to 90,357,261, of which 9,500,000 are Series A shares and 80,857,261 Series B shares. The number of votes in the Company amounted to 175,857,261.
A printed version of the annual report has been distributed to those who have requested this, starting
March 17.
Since only limited parking is available at Söderslättshallen, buses will be available from 3:00 p.m. to transport partici¬pants from Vångavallen, Övre grusplanen, Östervångsvägen, where free parking is available, to the AGM venue and back again after the Meeting. The bus transfers will be free of charge and will be made at approximately 10-minute intervals. The final transfer to the AGM will leave Vångavallen at 4:30 p.m.
Trelleborg, March 2008
BOARD OF DIRECTORS