Notification of the Annual General Meeting
The shareholders of Trelleborg AB (publ) are hereby invited to attend the Annual General Meeting of the Company on Thursday, April 23, 2015, at 5:00 p.m. in Söderslättshallen, Klörupsvägen 48, Trelleborg, Sweden.
NOTIFICATION AND REGISTRATION
Shareholders wishing to participate in the Meeting must be
- recorded in the share register maintained by Euroclear Sweden AB on Friday, April 17, 2015
- 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 Friday, April 17, 2015.
Notification can be given on the Group’s website www.trelleborg.com, by post to Trelleborg AB (publ), Attn.: Christina Björkman, Box 153, SE-231 22 Trelleborg, Sweden, or by telephone to +46 (0)410-670 04 or (0)410-670 00 (weekdays between 9:00 a.m. and 4:00 p.m.)
In their notification, shareholders are to state their name, personal identity number, telephone number 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, are to 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 who 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 reregistered in their own name not later than Friday, April 17, 2015. (Such registration should be requested in accordance with the trustee’s requirements to meet this deadline).
PROGRAM
Note that the Annual General Meeting commences at 5:00 p.m. with admission for registration from 3:00 p.m.
| 3:00 – 5:00 p.m. | Registration and refreshments |
| 3:30 p.m. | Meeting hall opens |
| 4:10 p.m. | Entertainment commences |
| 5:00 p.m. | Meeting commences |
PROPOSED AGENDA FOR MEETING
1 Election of Chairman of the Meeting.
2 Preparation and approval of voting list.
3 Election of either 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 auditor’s report and the consolidated financial statements and the auditor’s report for the Group.
8 Presentation of the work of the Board of Directors and work within the Remuneration, 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 and record date)
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 Nomination Committee.
11 Determination of the number of Board members.
12 Decision regarding remuneration of the Board, auditing firm, Audit Committee, Remuneration Committee and Finance Committee.
13 Election of Board members and Chairman of the Board as well as registered auditing firm.
14 Resolution on remuneration principles for the President and senior executives.
15 Resolution on appointment of Nomination Committee.
16 Resolution on amendment to the Articles of Association
17 Close of meeting.
Trelleborg’s Nomination Committee, which was appointed according to the principles resolved on by the 2014 Annual General Meeting, comprises Rolf Kjellman (Chairman of the Nomination Committee), Henry and Gerda Dunker Foundation - Henrik Didner,
Didner & Gerge Funds - Peter Rönström, Lannebo Funds - Tomas Risbecker, AMF Insurance and Funds - Johan Strandberg, SEB Investment Management, representing the Group’s major shareholders and just over 62 percent of the votes, and the Chairman of the Board Sören Mellstig.
PROPOSED RESOLUTIONS
1 - ELECTION OF CHAIRMAN OF THE MEETING
The Nomination Committee proposes Board Chairman Sören Mellstig as Chairman of the Meeting.
9 - DIVIDEND
The Board of Directors and President propose a cash dividend to shareholders of SEK 3.75 per share (3.25). April 27 is proposed as the record date for the dividend. If the Meeting approves the proposal, the dividend is expected to be distributed by Euroclear Sweden on April 30. However, the record date and the payment date may be postponed due to the technical process required to implement payment.
11 – DETERMINATION OF THE NUMBER OF BOARD MEMBERS
The Nomination Committee proposes that the Board – insofar as it is elected by the Annual General Meeting – be expanded by one member to encompass nine (9) members.
12 - DETERMINATION OF REMUNERATION OF THE BOARD, AUDITING FIRM, AUDIT COMMITTEE, REMUNERATION COMMITTEE AND FINANCE COMMITTEE
The Nomination Committee proposes that the Annual General Meeting resolvesthat the total fees paid to the Board, excluding travel expenses, be SEK 4,625,000 (3,760,000), with SEK 1,300,000 (1,150,000) to be paid to the Chairman and SEK 475,000 (435,000) each to be paid to those Board members who are not employed within the Trelleborg Group. The Nomination Committee proposes that the auditor’s fees be paid on a current account basis.
The Nomination Committee proposes that fees payable 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 Nomination Committee proposes that fees payable to those assigned to the Remuneration Committee be SEK 50,000 (50,000) for each member. The Nomination Committee proposes that fees payable to those assigned to the Finance Committee be SEK 50,000 (50,000) for each member.
13 - ELECTION OF BOARD MEMBERS AND CHAIRMAN OF THE BOARD AS WELL AS REGISTERED AUDITING FIRM
The Nomination Committee proposes the re-election of Hans Biörck, Jan Carlson, Claes Lindqvist, Sören Mellstig, Peter Nilsson, Bo Risberg, Nina Udnes Tronstad and Heléne Vibbleus. The Nomination Committee proposes the election of new Board member Anne Mette Olesen. It is proposed that Sören Mellstig be elected as Chairman of the Board. The Nomination Committee proposes the re-election of PricewaterhouseCoopers as the Company’s auditor for the period until the close of the 2016 Annual General Meeting.
14 – RESOLUTION ON REMUNERATION PRINCIPLES FOR THE PRESIDENT AND SENIOR EXECUTIVES
The Board proposes that Trelleborg is to offer market-based terms of employment that enable the Company to recruit, develop and retain senior executives. The remuneration structure is to 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 must be possible to vary the principles for remuneration depending on local conditions.
The Board has appointed a Remuneration 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 – RESOLUTION ON APPOINTMENT OF THE NOMINATION COMMITTEE
The Nomination Committee proposes that the appointment of Board members be conducted, in principle, in the manner determined by the 2014 Annual General Meeting, meaning that a Nomination Committee is to 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, auditor and fees to the Board, members of Board committees and auditor.
The Nomination Committee is to consist of five members, comprising representatives of five major shareholders, these being appointed in accordance with the following.
Not later than at the end of August, the Chairman of the Board is to contact five major shareholders in the Company, each of whom shall have the right to appoint one member, who should not be a Board member, to the Nomination Committee. If any of the major shareholders should waive their right to appoint a representative to the Nomination Committee, or if a member should resign or leave before his/her work is complete, the Chairman is to invite another major owner to appoint a member. In addition, the Nomination 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 Nomination Committee, the Chairman of the Board is to 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 are to be entitled to submit proposals for Board members to the Nomination Committee for further evaluation within the scope of its work.
Information regarding the composition of the Nomination Committee is to be published in a press release. The Nomination Committee is to 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 Nomination Committee is to report on its work at the Annual General Meeting.
16 – RESOLUTION ON AMENDMENT TO THE ARTICLES OF ASSOCIATION
The Board of Directors proposes an amendment to the Articles of Association entailing that references to an “authorized auditing firm” be changed to a “registered auditing firm.”
ANNUAL REPORT AND OTHER DOCUMENTATION PROVIDED
The Company’s Annual Report and auditor’s report, the auditor’s statement relating to the application of the remuneration principles for the President and senior executives adopted by the 2014 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, from the company’s website at www.trelleborg.com and will also be distributed to those who have requested it and who have provided an address.
The Nomination Committee’s reasoned statement regarding proposals for the Board of Directors is available on the company’s website www.trelleborg.com.
OTHER INFORMATION
The Board of Directors and the President must, if a shareholder so requests and the Board of Directors considers it possible without this resulting in material damage to the Company, provide information concerning conditions that could influence the assessment of items on the agenda and conditions that could influence assessments of the financial condition of the Company as well as the Company’s relationship to other Group companies. The number of shares in the Company amounts 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 amounts to 527,571,783.
BOARD OF DIRECTORS
Trelleborg AB (publ)
March 2015