The shareholders of Trelleborg AB (publ) are hereby invited to attend the Annual General Meeting of the Company on Tuesday, April 20, 2010, 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 Euroclear Sweden AB not later than Wednesday, April 14, 2010, 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 Wednesday, April 14, 2010, at 3:00 p.m.
- by post: Trelleborg AB, Attn.: Christina Stoltze, Box 153, SE-231 22 Trelleborg, Sweden, or
- by e-mail to: email@example.com or
- by telephone: +46 (0)410-670 04 or 670 00 or
- 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 participation 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 temporarily have the shares re-registered in their own name not later than Wednesday, April 14, 2010. (Such registration should be requested of the trustee a couple of working days prior to this date).
Note that the meeting commences at 5:00 p.m. with admission for registration from 3:00 p.m.
3:00–5:00 p.m. Registration and light refreshments
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 President’s presentation of operations.
7 Presentation of the annual report and the auditors’ reports for the Parent Company and the Group.
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 from personal liability.
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 and Chairman of the Board (see below).
14 Decision regarding remuneration principles for the President and senior executives (see below).
15 Decision on appointment of Nominations Committee (see below).
16 Close of Meeting.
Trelleborg’s Nominations Committee, which was appointed according to the principles resolved on by the 2009 Annual General Meeting, comprises Rolf Kjellman (Chairman of the Nominations Committee), Henry och Gerda Dunker Foundation, Henrik Didner, Didner & Gerge Fonder, Ramsay Brufer, Alecta, Lars Öhrstedt, AFA Försäkring, KG Lindvall, Swedbank Robur funds, representing the Group’s major shareholders and approximately 66 percent of the votes, and the Chairman of the Board Anders Narvinger.
1 – ELECTION OF CHAIRMAN FOR THE MEETING
The Nominations Committee proposes Board Chairman Anders Narvinger as Chairman of the Meeting.
9 – DIVIDEND
The Board of Directors and President propose a cash dividend to shareholders of SEK 0.50 per share. April 23 is proposed as the record date for the dividend. If the Meeting resolves in accordance with the proposal, the dividend it expected to be paid out through Euroclear Sweden AB on April 28. However, the record date and the payment date may be postponed due to the technical process required to implement payment.
11 – RESOLUTION ON THE NUMBER OF BOARD MEMBERS
The Nominations Committee proposes that the Board of Directors – to the extent that it is elected by the Annual General Meeting – shall comprise eight members, which means an increase by one.
12 – DETERMINATION OF REMUNERATION TO THE BOARD, AUDITORS, AUDIT COMMITTEE AND REMUNERATIONS COMMITTEE
The Nominations Committee proposes that the Annual General Meeting resolve that the total fees paid to the Board, excluding travel expenses, be SEK 3,110,000 (2,750,000), with SEK 950,000 (950,000) to be paid to the Chairman and SEK 360,000 (360,000) each to be 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 (150,000) for the Chairman and SEK 100,000 (100,000) each for other members.
The Nominations Committee proposes that fees paid to those assigned to the Remuneration Committee be SEK 50,000 (50,000) for each member.
13 – ELECTION OF BOARD AND CHAIRMAN OF THE BOARD
The Nominations Committee proposes the re-election of the following Board members: Heléne Bergquist, Claes Lindqvist, Anders Narvinger, Sören Mellstig, Hans Biörck and Peter Nilsson.
Staffan Bohman (elected to Trelleborg’s Board in 2000) has declined re-election prior to the 2010 Annual General Meeting. The Nominations Committee proposes the election of Nina Udnes Trondsted and Bo Risberg as new Board members.
Nina Udnes Tronstad, born in 1959, is President of Aker Verdal AS, Norway, a subsidiary of Aker Solutions ASA. Nina Udnes Tronstad earlier held a number of management positions at Statoil in Norway, Sweden and Denmark. Qualification: MSc in Chemistry, NTNU Norwegian University of Science & Technology.
Bo Risberg, born 1956, is President and CEO of Hilti Corporation, Liechtenstein. Bo Risberg formerly held management positions at AT Kearney and at ABB in Sweden and Canada. Qualifications: MBA, IMD, Switzerland, and BSc Mechanical Engineering, Queen’s University, Canada.
It is proposed that Anders Narvinger be re-elected as Chairman of the Board.
14 – 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.
It shall be possible for the principles for remuneration 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 employees reporting directly to the President. The Board resolves on matters relating to remuneration and terms of employment for the President and establishes principles for remuneration and other terms of employment for other senior executives that are presented to the Annual General Meeting for resolution.
15 – DECISION ON NOMINATIONS COMMITTEE
The Nominations Committee proposes that the appointment of Board members be conducted, in principle, in the manner determined by the 2009 Annual General Meeting, meaning that a Nominations Committee shall be appointed within the Company, to operate for the period until a new Nomination Committee is appointed, for the preparation and presentation of proposals to shareholders at the Annual General Meeting regarding the election of Board members, the Chairman of the Board 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 not later than six months prior to the Annual General Meeting and in the Company’s third-quarter interim report. The Nominations Committee shall have the right to charge the Company with costs for the recruitment consultants, 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 2009 Annual General Meeting 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 6, 2010 and will also be distributed to those who have requested this and who have provided an address. The Annual Report will be available at the company and from the company’s website as of March 19, 2010.
At April 14, 2010, the number of shares in the company amount to 271,071,783, of which 28,500,000 are Series A shares and 242,571,783 Series B shares. The total number of votes in the company amounted to 527,571,783.
Trelleborg, March 2010
BOARD OF DIRECTORS
This is information of the type that Trelleborg AB (publ) is obligated to disclose in accordance with the Swedish Securities Exchange and Clearing Operations Act and/or the Financial Instruments Trading Act. The information was issued for publication on March 16, 2010 at 09:00 CET.