This is a translation of the Swedish version
ITAB Shop Concept AB (publ) hereby gives notice of its Annual General Meeting to be held on Monday 4 May 2015 at 3 pm in ITAB’s offices at Instrumentvägen 2 in Jönköping, Sweden.
Shareholders wishing to attend the Annual General Meeting must be registered in the shareholder register maintained by the securities register centre Euroclear Sweden AB (formerly VPC AB) on Monday 27 April 2015, and they must notify the company of their intention to attend the AGM no later than 4 pm on Monday 27 April 2015 by writing to ITAB Shop Concept AB, PO Box 9054, SE-550 09 Jönköping or by telephoning +46 36 31 73 00 or by e-mailing firstname.lastname@example.org. Shareholders whose shares are registered in the names of trustees must have their shares temporarily re-registered in their own names before Monday 27 April 2015 to be eligible to attend the AGM. When signing up shareholders must give their name, national ID or corporation number, address, telephone number, the number of shares held and the names of any accompanying assistants (maximum two). Shareholders represented by proxy should issue a proxy form for the proxy. The proxy form should be lodged together with the notice of attendance. A certificate of registration must be attached if the proxy form is being completed by a legal person.
1. Opening address
2. Election of chairman of the AGM
3. Adoption of agenda
4. Creation and adoption of voters’ list
5. Election of members to certify the minutes
6. Establish that the Meeting has been duly convened
7. Presentation of the annual financial statements and auditor’s report along with consolidated financial statements and consolidated auditor’s report for 2014
8. Decision on the adoption of income statement and statement of financial position along with consolidated income statement and consolidated statement of financial position
9. Decision on allocation of the company’s profit in accordance with the adopted statement of financial position and decision on closing day
10. Decision on discharge from liability of the Board of Directors and CEO
11. Determination of the number of Board members and deputies
12. Determination of remuneration of the Board of Directors and auditors
13. Election of Board members, chairman and auditors
14. Election of nominations committee
15. Decision on granting the Board of Directors authority to make decision on new share issue
16. Decision on the company’s right to acquire and transfer own shares
17. Decision on guidelines for remuneration of senior executives
18. Conclusion of meeting
Chairman of the Annual General Meeting (Item 2)
The nominations committee, comprising Anders Rudgård (Chairman), Fredrik Rapp and Johan Storm propose that Fredrik Rapp be appointed Chairman of the Annual General Meeting.
Dividend (Item 9)
The Board of Directors proposes a dividend of SEK 2.50 per share for the financial year 2014. The closing day will be Wednesday 6 May 2015. Subject to the Meeting’s approval of the proposal, it is expected that dividends will be remitted by Euroclear Sweden AB on Monday 11 May 2015.
Board of Directors and remuneration (Items 11–13)
The nominations committee proposes:
a) that the number of elected Board members be seven and that no deputies be elected;
b) that remuneration of Board members shall total SEK 1,200,000, with SEK 300,000 allocated to the Chairman of the Board and SEK 150,000 to each of the other members of the Board;
c) that remuneration for work on the nominations committee shall be SEK 30,000 for the committee chairman and SEK 15,000 for each committee member and that remuneration for work on the audit committee and remuneration committee shall total a maximum of SEK 100,000 per committee, to be distributed between the committee members, by SEK 40 000 to the respective chairman and SEK 30 000 each to the respective committee's other members;
d) that remuneration of the auditors be paid on a current account basis in return for invoices reviewed and approved by the Board;
e) re-election of the ordinary Board members Tord Johansson, Anna Benjamin,Sune Lantz, Anders Moberg, Fredrik Rapp, Stig-Olof Simonson och Lottie Svedenstedt;
f) re-election of Tord Johansson as Chairman of the Board;
g) that the registered auditing company Ernst & Young be selected as auditors for a period of one year, with the authorised public accountant Stefan Engdahl as auditor with overall responsibility.
Information about the nominated Board members along with an account of the nominations committee’s work can be found at www.itab.se.
Nominations committee (Item 14)
The meeting shall elect a nominations committee whose duty it is to nominate a chairman of the Board and other Board members for the Annual General Meeting in 2016, or when necessary, and to propose remuneration of the Board, committees and auditors. The nominations committee shall also nominate auditors as and when necessary. It is proposed that the term of office shall last until the Annual General Meeting in 2016. If a Board member were to step down from the nominations committee before its work has been completed, it is being proposed that the remaining members of the committee be asked to appoint a new member.
A proposal has come from the largest shareholders, Tord Johansson and Pomonagruppen AB, who jointly represent 81.42 per cent of the votes and 53.88 per cent of the capital in ITAB, prior to the 2016 Annual General Meeting that Anders Rudgård and Johan Storm be appointed as members of the Nominations Committee. A proposal has come from Tord Johansson who represents 53.10 per cent of the votes and 24.25 per cent of the capital in ITAB that Fredrik Rapp be appointed as member of the Nominations Committee. The proposed Nominations Committee consists of Anders Rudgård as Chairman, Fredrik Rapp and Johan Storm.
Authorisation for new share issue (Item 15)
The Board proposes that the meeting authorize the Board to make one or more decisions in the period up until the next Annual General Meeting to issue new shares to a maximum of one tenth of the company’s issued shares and/or convertible bonds convertible for a maximum of one tenth of the company’s issued shares – in the form of a full conversion using the conversion price applicable at the time of the conversion. An issue may be undertaken with or without pre-emption rights for shareholders. Pre-emption rights for shareholders may not be offered if a private placement would be more beneficial to the company due to timing, business reasons or other reasons. Decisions on new share issues may also stipulate that subscription be subject to payment in kind or payment by cash in lieu. The reasons for granting authorization to make decisions on new issues are to increase the company’s financial flexibility and to allow the company to make business acquisitions. The terms and conditions of an issue, including the issue price, shall be based on a market evaluation in which the issue price in each case is set as close to the market value as possible, less any discount that may be required to generate interest in the offering.
Purchase and transfer of own shares (Item 16)
The Board proposes that the Annual General Meeting authorize the Board of Directors to decide on the purchase and transfer of own shares. The authorization is intended to give the Board more room for maneuver in dealing with the company’s capital structure and, if deemed appropriate, facilitate a incentive program for the Group’s employees or the acquisition of businesses paid for with company shares. The Board may, on one or more occasions, make such decisions to be implemented before the Annual General Meeting in 2016. The purchase of own shares shall amount to no more than one tenth of the total number of shares issued by the company and shall take place on the stock exchange or by offerings to shareholders. The purchase of own shares may only take place within the price range recorded at the Stockholm stock exchange at any given time, i.e. the interval between the highest purchase price and the lowest selling price. The number of own shares transferred may not exceed the number of shares acquired at the time of transfer according to the above, and the shares should be transferred on the stock exchange or by disregarding the shareholders’ preemption rights in connection with the fulfillment of commitments under the incentive program for employees or the acquisition of business, whereby payment may be made by means other than cash. Own shares may not be transferred at less than the quoted price at the time of the transfer. A decision on the above requires the vote of shareholders representing at least two thirds of both votes cast and the number of shares represented at the Annual General Meeting.
Principles for remuneration of senior executives (Item 17)
The Board proposes that the meeting adopt principles for remuneration and other terms of employment for senior executives. Senior executives are the Group Management team, currently comprising the CEO, Deputy CEO and CFO.
The Board’s proposal is in line with remuneration principles adopted in previous years, with the exception of the variable portion of the remuneration, which the Board proposes should rise to a maximum of four months of salary from the previous maximum of three months. The issue of remuneration is handled by the Remuneration Committee. It is proposed that this change should apply to both existing and new senior executives.
The Board’s proposal implies that remuneration and other terms of employment for senior executives shall be in line with market standards. In addition to a basic salary, senior executives may receive a limited variable remuneration that is result-based and pegged to set targets. The variable part of the remuneration may not exceed three months’ pay. Senior executives shall be granted market-rate, premium-based pension terms and conditions. The reciprocal period of notice between the company and other senior executives shall be six months. A severance package equivalent to 18 months’ pay for the CEO and six months’ pay for other senior executives shall be payable if the company were to terminate their employment. Severance pay is offset against other income. No severance pay will be paid in the event of notice being given by the executive. The Board shall be entitled to disregard these principles in individual cases should there be particular grounds for doing so.
The annual financial statements and auditor’s report will be available from the company’s offices and website www.itab.se. The annual financial statements and documents will be sent to all shareholders prior to the meeting. Shareholders are reminded of their right to request information pursuant to chapter 7 § 32 of the Swedish Companies Act.
At the time of writing this notice the company’s share capital stood at SEK 42,383,013 spread over 33,906,410 shares, of which 7,800,000 were class A shares and 26,106,410 were class B shares, equivalent to a total of 104,106,410 shares. One class A share entitles the holder to 10 votes and one class B share to one vote.
Jönköping March 2015
ITAB Shop Concept AB (publ)
The Board of Directors