ElektronikGruppen BK AB
Notice of Annual General Meeting
ElektronikGruppen BK AB / 24.03.2010 12:00 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- The information in this press release is subject to the disclosure requirements of ElektronikGruppen pursuant to the Swedish Securities Market Act, the Financial Instruments Trading Act or the requirements in the listing agreement with NASDAQ OMX Stockholm. The information was submitted for publication on 24 March 2010, 12.00 CET. Notice of Annual General Meeting The shareholders in ElektronikGruppen BK AB (publ) are hereby called to attend the Annual General Meeting on Tuesday, 27 April 2010, 5:00 p.m., at ElektronikGruppen's head office, Grimstagatan 160 in Vällingby Notification, etc. Shareholders who wish to participate in the AGM - Must be entered in the register of shareholders maintained by Euroclear Sweden AB no later than Wednesday, 21 April 2010, and - Must notify the company of their intention to participate by mail: ElektronikGruppen BK AB (publ), Box 39, SE-162 11 Vällingby, Sweden, by telephone: +46 8-759 35 00, or by e-mail: info@egruppen.com, no later than 4:00 p.m. on Thursday, 22 April 2010. The notification should include name, personal or corporate identification number, address, telephone number and registered shareholding. Shareholders whose shares are registered in the name of a trustee must temporarily re-register the shares in their own names with Euroclear Sweden AB in order to participate in the AGM. Such re-registration must be completed no later than Wednesday, 21 April 2010, and should therefore be requested from the trustee well in advance of this date. Proposed agenda of the Annual General Meeting 1. Opening of the Meeting 2. Election of a Chairman to preside over the AGM 3. Drawing up and approval of the voting list 4. Election of one or two persons to check and sign the minutes 5. Approval of the agenda 6. Decision as to whether the AGM has been duly convened 7. President's address 8. Presentation of the annual report and the audit report, as well as the consolidated financial statements and the consolidated audit report 9. Resolutions regarding a) Adoption of the income statements and balance sheets of the Parent Company and the Group b) Appropriation of the Company's profits according to the adopted balance sheet c) Discharge from liability for the members of the Board of Directors and the President 10. Report on the work of the nominating committee 11. Resolution regarding the number of Board members and deputy Board members 12. Resolution regarding fees to the Board of Directors and auditors 13. Election of the Board of Directors 14. Election of the nominating committee 15. Resolution regarding principles for remuneration to the Executive Management 16. Adjournment of the AGM Proposals for resolution Item 2 Election of a Chairman to preside over the Meeting The nominating committee elected by the 2009 AGM proposes that Board Chairman Kenneth Lindqvist be appointed as Chairman of the AGM. Item 9 b Dividend The Board of Directors proposes that no dividend be paid for the financial year 2009. Item 11 Number of Board members and auditors The nominating committee proposes that the number of Board members appointed by the AGM amount to four and that no deputies be appointed. Item 12 Fees to the Board of Directors and auditors The nominating committee proposes that fees to the Board of Directors be paid in a total amount of SEK 550,000, of which SEK 200,000 to the Chairman, SEK 150,000 to the Vice Chairman and SEK 100,000 to each of the other Board members elected by the AGM who are not employed by the company. No special remuneration is proposed for work on the Board's committees. It is proposed that auditors' fees be paid according to approved account. Item 13 Election of the Board of Directors The nominating committee proposes that current Board members Kenneth Lindqvist, Thomas Wernhoff, Catharina Lagerstam and Magnus Norman be re-elected, that Kenneth Lindqvist be appointed as Board Chairman and that Thomas Wernhoff be appointed as Vice Chairman. Information about the proposed Board members and the nominating committee's statement of motivation regarding the proposal is available on the company's website www.egruppen.se. Item 14 Election of the nominating committee The nominating committee proposes re-election of the current nominating committee, consisting of Kenneth Lindqvist, Thomas Wernhoff, Johan Ålander and Tommy Jägermo, with Thomas Wernhoff as chairman of the nominating committee. Ahead of the 2011 AGM, the nominating committee will put forward proposals regarding a) chairman of the AGM, b) the number of Board members and deputies, c) the Chairman, Vice Chairman (when applicable) and other members of the Board of Directors, d) fees to the Board of Directors and auditors, and e) the composition of the new nominating committee or principles for its appointment. For work on the nominating committee, it is proposed that fees be paid in an amount of SEK 5,000 per meeting and member. It is furthermore proposed that if any member of the nominating committee should leave the committee before its work is completed, the nominating committee shall have the right to either appoint a replacement or choose to leave the remaining nominating committee unchanged. By way of information, it can be mentioned that the 2008 AGM elected the auditing firm of Ernst & Young AB, currently with authorised public accountants Stefan Hultstrand and Ola Wahlqvist as Auditors in Charge, as the company's auditors to serve for the period until the end of the 2012 AGM. Item 15 Principles for remuneration to the Executive Management The Board of Directors proposes principles for remuneration to the Executive Management essentially according to the following: The members of the Executive Management shall be offered competitive, market-based salaries and terms of employment that make it possible to attract, motivate and retain qualified employees. The total remuneration package shall consist of fixed salary, variable salary, pension and other benefits. The variable salary component shall be limited to not more than six monthly salaries and shall be based on the Group's earnings performance and the attainment of certain other individual and predetermined targets. In the event of termination by the company, the term of notice shall limited to no more than 12 months. In the event of termination on the part of the employee, the term of notice shall be limited to no more than six months. Pension benefits for the Executive Management can be subject to individual assessment, if needed, but are proposed to be paid according to the so-called ITP plan or similar. The Board of Directors shall have the right to deviate from these principles in individual cases when there is deemed special reason to do so. The proposed principles are unchanged compared to those approved by the 2009 AGM. Other The company has a total of 5,597,200 shares, of which 150,000 are of class A and 5,447,200 are of class B, equal to a total of 6,947,200 votes. Shareholders together representing more than 50 per cent of the total number of votes in the company have declared their intention to vote in favour of the proposals of the Board of Directors and the nominating committee. The annual report and the audit report for the 2009 financial year, the nominating committee's proposals and statement of motivation for election of the Board and the auditor's statement of compliance with the principles for remuneration to the Executive Management will be available at the company and on the company's website. These documents will be sent to those shareholders who so request and who provide their mailing address. The Board of Directors News Source: NASDAQ OMX 24.03.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: ElektronikGruppen BK AB Sweden Phone: Fax: E-mail: Internet: ISIN: SE0000101669 WKN: End of News DGAP News-Service ---------------------------------------------------------------------------
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