Notice of the Annual General Meeting of Coor Service Management Holding AB
The shareholders of Coor Service Management Holding AB are invited to participate in the annual general meeting to be held on Thursday, April 28, 2016 at 3 p.m. at Kista Entré, Knarrarnäsgatan 7, Kista, Stockholm, Sweden. Registration commences at 14.15 and refreshments will be served.
Registration and notification
Shareholders who wish to participate in the annual general meeting
- must be recorded in the share register kept by Euroclear Sweden AB on Friday, April 22, 2016, and
- give notice of intent to participate to the company not later than on Friday, April 22, 2016.
Shareholders who are private individuals may register on the Company's website www.coor.com, by phone +46 (0) 771-24 64 00, or in writing to the following address: Computershare AB, "Coor Service Management Holding AB:s Annual General Meeting", P.O. Box 610, SE-182 16 Danderyd, Sweden.
Representatives for legal entities shall give notice to attend by phone at +46 (0) 771-24 64 00, or in writing to the following address:Computershare AB, "Coor Service Management Holding AB:s Annual General Meeting", P.O. Box 610, SE-182 16 Danderyd, Sweden.
The notice of attendance should state the shareholder's name, personal or organization identification number, address, telephone number and the number of assistants attending (if any). Shareholders represented by proxy should submit a copy of the proxy and other documents of authority to the company prior to the annual general meeting. The proxy shall be presented in the original at the meeting. Proxy forms in Swedish and English are available on the group's website, www.coor.com.
Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of participation in the meeting, temporarily be recorded in the share register in their own names (so called voting-rights registration) to be able to participate in the annual general meeting. In order for such registration to be effectuated on Friday, April 22, 2016, shareholders should contact their bank or trustee well in advance of that date.
1. Opening the meeting
2. Election of a chairman of the meeting
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons who shall approve the minutes.
6. Determination as to whether the meeting has been duly convened.
7. Presentation of the annual report and the audit report as well as the consolidated accounts and the audit report for the group.
8. Speech by the president and CEO, Mikael Stöhr.
9. Presentation of the work of the board of directors and the work within the remuneration, audit and project committees.
10. Resolutions regarding:
- a. the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- b.allocation of the company's profits in accordance with the adopted balance sheet,
- c.discharge from liability for the members of the board of directors and the president and CEO,
11. Presentation by the chairman of the nomination committee.
12. Determination of fees for members of the board of directors and auditors.
13. Determination of the number of members of the board of directors and the number of auditors and deputy auditors.
14. Election of the members of the board of directors and auditors and deputy auditors.
15. Resolution on the instruction for the nomination committee.
16. Resolution on remuneration guidelines for group executive management.
17. Closing of the meeting.
Proposals by the nomination committee (items 2 and 12-15)
The nomination committee in respect of the 2016 annual general meeting has consisted of Anders Narvinger (the chairman of the board of directors), Pontus Pettersson (Cinven via Cinoor S.a.r.l), Jan Särlvik (Nordea Funds), Ulrika Danielson (the Second AP Fund), and Henrik Didner (Didner & Gerge Funds).
The nomination committee has proposed the following.
Anders Narvinger as chairman of the annual general meeting.
Fees to the board of directors elected by the annual general meeting and not employed by the company as well as fees for committee work in accordance with the following:
- Board member: SEK 250,000
- Chairman of the board of directors: SEK 700,000
- Board member who is a member of the audit committee: SEK 100,000
- Chairman of the audit committee: SEK 150,000
- Board member who is a member of the remuneration committee: SEK 50,000
- Chairman of the remuneration committee: SEK 50,000
- Board member who is a member of the project committee: SEK 50,000
- Chairman of the project committee: SEK 50,000
The proposed board fees are unchanged in comparison with the fees decided at the previous annual general meeting.
Fees to the auditor shall be paid in accordance with approved invoices.
Eight board directors and no deputies. One auditor and no deputies.
Election of Mats Granryd and Heidi Skaaret as board members (new election). Re-election of Søren Christensen, Mats Jönsson, Monica Lindstedt, Anders Narvinger, Kristina Schauman and Mikael Stöhr as board members. Re-election of Anders Narvinger as chairman of the board of directors. Bernt Magnusson, who has been member of the board of directors since 2005, has declined re-election.
Re-election of Öhrlings PricewaterhouseCoopers AB as auditor.
Mats Granryd (born in 1962) has been Director General of GSMA, a global industry organization for mobile operators, since 2016. He was President and CEO of Tele 2 between 2010-2015, and previously held a number of senior positions in Ericsson, including President of the company's UK operations. Mats Granryd is a director of Envac.
Heidi Skaaret (born in 1961) has been Group COO of the Norwegian finance group Storebrand ASA since 2012. She was President of Lindorff Norway in 2008–2012 and IKANO Bank Norway in 2001–2008. Heidi Skaaret is chairman of the board of directors in Storebrand Bank ASA and director of Cognizant Technology Solutions Lithuania. She was a director of Storebrand in 2010–2012.
Information regarding the proposed board members is available at the company's website, www.coor.com.
Item 15 Instruction for the nomination committee
The nomination committee shall, as a main rule, be composed of the representatives of the four largest shareholders in terms of voting rights listed in the shareholders' register maintained by Euroclear Sweden AB as of 31 August (the shareholding statistics used shall be sorted by voting power (grouped by owners) and cover the 25 largest in Sweden direct registered shareholders, i.e. shareholders having registered an account with Euroclear Sweden AB in their own name or shareholders holding a custody account with a nominee that have reported the identity of the shareholder to Euroclear Sweden AB), and the chairman of the board of directors, who will also convene the first meeting of the nomination committee. Should any of the four largest shareholders in terms of voting rights choose to waive their right to appoint a member of the nomination committee, or otherwise may be considered to have waived such right, the shareholder next in line shall be offered the opportunity to appoint a member of the nomination committee, whereby no more than a total of ten shareholders need to be contacted unless this is required for the nomination committee to consist of at least three members. The member representing the largest shareholder in terms of voting rights shall be appointed chairman of the nomination committee.
If, earlier than three months prior to the annual general meeting, one or more of the shareholders that appointed members of the nomination committee is/are no longer among the four largest shareholders, the members appointed by these shareholders shall resign and the, or those, shareholder(s) that are now among the four largest shareholders shall be entitled to appoint a member. If a shareholder is no longer one of the four largest shareholders, and the difference in the number of shares held compared to the fourth largest shareholder is marginal, the chairman of the nomination committee may resolve whether the shareholder representative should resign.
In the event that a member leaves the nomination committee prior to the work of the committee having been completed and the nomination committee deems it appropriate to appoint a new nomination committee member, a representative from the same shareholder may replace the leaving member, or, if that shareholder no longer is among the largest shareholders in terms of votes, from the shareholder next in line in terms of size.
Changes in the composition of the nomination committee shall be made public immediately.
The composition of the nomination committee is to be announced no later than six months before the annual general meeting. Remuneration shall not to be paid to the members of the nomination committee. The company is to pay any necessary expenses that the nomination committee may incur in its work. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.
The nomination committee shall propose the following: chairman at the general meeting, board of directors, chairman of the board of directors, auditor, remuneration to the board of directors divided between the chairman and the other directors as well as remuneration for committee work, remuneration to the company's auditor and, if deemed necessary, changes to this instruction for the nomination committee.
This instruction shall apply until the general meeting resolves otherwise.
The board's proposal on dividend and record date (item 10b)
The board of directors proposes a dividend for 2015 of SEK 2.00 (whereof SEK 1.40 is ordinary and SEK 0.60 extra dividend) per share and Monday, May 2, 2016, as record date for the dividend. The extra dividend is due to the large positive tax effect in 2015. Subject to resolution by the annual general meeting in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Friday, May 6, 2016.
The board's proposal on remuneration guidelines for the Coor group executive management (item 16)
The board of directors proposes that the annual general meeting resolves to adopt the following guidelines for the remuneration of senior executives for the period until the 2017 annual general meeting.
The remuneration of group executive management is to comprise fixed salary, possible variable salary, pension and other benefits. The total remuneration package should be based on market terms, be competitive and reflect the individual's performance and responsibilities, and as regards a possible long-term variable remuneration, the value growth of the Coor share benefitting the shareholders.
The variable salary may comprise yearly incentives in cash and long-term incentives in cash, shares and/or share-based instruments in Coor. Variable salary in cash is conditional upon the fulfillment of defined and measurable goals and should be maximized to 50 per cent of the annual fixed salary. Terms and conditions for variable salary should be designed so that the board, if exceptional economic circumstances prevail, has the option of limiting or refraining from payment of variable salary if such a measure is considered reasonable.
In specific cases, agreements may be reached regarding one-off remuneration amounts provided that such remuneration does not exceed an amount corresponding to the individual's annual fixed salary and maximum variable salary in cash, and is not paid more than once per year and individual.
Pension benefits should be defined contribution.
Normally, severance payment is made when employment is terminated by the company. Members of group executive management may have a period of notice of not more than six (6) months, in combination with severance pay corresponding to at maximum eighteen (18) months fixed salary. No severance payment will be made when employment is terminated by the employee.
The board is entitled to depart from the guidelines resolved on by the annual general meeting if, in an individual case, there are special reasons for this.
The group of senior executives encompassed by the guidelines comprises the President and CEO and other members of group executive management.
Shares and votes
There are in total 95,812,022 shares in the company. The company has only one series of shares and the total number of votes in the company thus amounts to 95,812,022. The company does not hold any treasury shares.
Information at the AGM
The board of directors and the President and CEO shall, if any shareholder so requests and the board of directors believes that it may be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the group. Shareholders wishing to submit questions in advance may send them to Coor Service Management Holding AB, Attn: General Counsel Erik Strümpel, Knarrarnäsgatan 7, SE-164 99 Kista, Sweden.
The annual report, the auditor's report, the board of directors' statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act relating to the proposal under item 10b above, and the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group management will be available at the company, Coor Service Management Holding AB, Knarrarnäsgatan 7, SE-164 99 Kista, Sweden and on the website www.coor.com, as from April 7, 2016. The documents will also be sent to shareholders who so request and state their address.
Stockholm in March 2016
Coor Service Management Holding AB (publ)
The board of directors