Shareholders of OEM International AB (publ) are hereby invited to attend the
ANNUAL GENERAL MEETING
Tuesday 29 April 2014, at 4 p.m.
at Badhotellet’s Conference Centre, Ågatan 16, Tranås, Sweden
Registration
Shareholders wishing to attend the Annual General Meeting must:
– be entered in the share register held by Euroclear Sweden AB, on Wednesday 23 April 2014.
– notify the company no later than Wednesday 23 April 2014 before 1 p.m. at: OEM International AB, Attn.: Anna Enström, Box 1009, SE-573 28 TRANÅS, Sweden,
by telephone on +46 (0)75 242 40 05 or +46 (0)75-242 40 14 or by e-mail to [email protected].
Shareholders who have registered their shares in the name of an authorised agent must temporarily register the shares in their own name with Euroclear Sweden AB, to be entitled to participate at the Annual General Meeting. The shareholders must notify their agent of this well before the Meeting so that they are entered in the share register by Wednesday 23 April 2014.
Shareholders who wish to be represented by proxy should submit a signed and dated power of attorney. The original of the power of attorney should be sent in good time before the Annual General Meeting to the company at the above address. Shareholders who wish to be represented by proxy may obtain a power of attorney form from the company or from the company’s website, www.oem.se. Representatives of legal entities must enclose a copy of the relevant certificate of registration or equivalent authorisation document.
Proposed Agenda
1. Election of a Chairman for the meeting.
2. Preparation and approval of the voting register.
3. Election of one or two persons to verify the minutes with the Chairman.
4. Determination of whether the meeting has been properly convened.
5. Approval of the agenda.
6. Presentation of the submitted Annual Report and Auditors’ Report, as well as the consolidated financial statements
– Report of the Managing Director on the activities of the Group during 2013.
– Questions regarding activities in 2013.
7. Report on the work of the Board of Directors.
8. Resolution regarding the adoption of the income statement and balance sheet, and the Group’s statement of comprehensive income and statement of financial position.
9. Resolution regarding the appropriation of the company’s profit according to the adopted balance sheet.
10. Resolution to grant discharge to the members of the Board and the Managing Director for their activities during the financial year.
11. Resolution regarding the number of Board members.
12. Determination of remuneration to the Board of Directors and the auditors.
13. Election of the Board of Directors.
14. Election of the Chairman of the Board.
15. Election of auditor.
16. Resolution regarding guidelines for remuneration and other employment terms for senior executives.
17. Resolution regarding the Nomination Committee.
18. Automatic redemption procedure, to include resolutions regarding:
a) amendment of the Articles of Association as it relates to the limits for the number of shares;
b) implementation of a share split;
c) reduction of share capital through redemption of shares; and
d) increase of share capital through a bonus issue.
19. Resolution to authorise the Board of Directors to resolve on a new share issue.
20. Resolution to authorise the Board of Directors to acquire and transfer the company’s shares.
21. Other business.
22. Closure of the Meeting.
23. Interim Report January – March 2014.
The Nomination Committee, which was appointed according to the policies adopted at the 2013 Annual General Meeting, comprises Lars-Åke Rydh (Chairman of the Nomination Committee), Jerker Löfgren, representative for Orvaus AB, Hans Franzén, Agne Svenberg and Bengt Stillström representing AB Traction, who together represent 81% of the voting rights and 46% of the capital in the company.
Item 1 – Election of a Chairman for the meeting
The Nomination Committee proposes that the Chairman of the Board, Lars-Åke Rydh, is elected as Chairman of the Annual General Meeting.
Item 9 – Resolution regarding appropriation of the company’s profit and the record date for dividends
The Board of Directors recommends to the Annual General Meeting a dividend of SEK 4.00 per share for the financial year 2013 and Monday 5 May, 2014, as the record date. If approved by the Annual General Meeting, the dividend is payable on Thursday 8 May, 2014, to shareholders on the share register on the record date.
Item 11 – Number of Board members
The Nomination Committee proposes that the Board of Directors shall be comprised of six members.
Item 12 – Determination of remuneration to the Board of Directors and the auditors
The Nomination Committee proposes that a total remuneration of SEK 1,200,000 be paid to the Board of Directors, of which SEK 325,000 is to be paid to the Chairman of the Board, and SEK 175,000 to each of the other Board members appointed by the Annual General Meeting who are not employees of OEM.
The Nomination Committee further proposes that the Annual General Meeting determines that Board members shall be able to invoice the remuneration through their companies if current tax legislation allows for invoicing and provided the company will not incur any expense. If a Board member invoices the Board remuneration through his/her company, the remuneration shall be augmented by an amount equivalent to the statutory social contributions and value added tax.
The Nomination Committee proposes that the Chairperson of the Audit Committee shall be paid SEK 25,000. No other remuneration is paid for work on committees.
It is proposed that the audit fee be paid in accordance with an approved invoice.
Items 13 and 14 – Election of the Chairman of the Board and other Board members
The Nomination Committee proposes that the presiding members of the Board, Ulf Barkman, Hans Franzén, Jerker Löfgren, Agne Svenberg, Petter Stillström and Lars-Åke Rydh, be re-elected. Lars-Åke Rydh is proposed for re-election as the Chairman of the Board.
Item 15 – Election of auditor
The Nomination Committee proposes the re-election of KPMG AB, with Kjell Bidenäs as the principal auditor, effective until the 2015 Annual General Meeting.
Item 16 – Guidelines for remuneration and other employment terms for senior executives
The Board proposes that the Annual General Meeting determines on guidelines for remuneration for senior executives within the OEM Group, principally in accordance with the following.
The Board of Directors shall appoint a Remuneration Committee with the task of preparing proposals concerning employment terms, pension benefits and a bonus system for senior executives.
“Senior executives” include the Managing Director, Group management and managers who report directly to the Managing Director.
Competitive salaries and other remuneration terms shall apply for senior executives. In addition to base salary, the executive team may also receive variable remuneration, which is capped at 58% of base salary. The remuneration level is the same as the previous year. Senior executives in the OEM Group are to have defined contribution pension schemes, based on the market rate and capped at 30% of base salary. This remains unchanged compared with last year. All share-related incentive schemes are to be decided by the Annual General Meeting. The maximum term of notice is 24 months and shall also include the obligation to work during the term of notice. Employment agreements shall not contain provisions for severance pay. However, there is an exception in an agreement signed in 2001, where severance pay, amounting to six (6) months’ salaries, may be made upon termination by the company when the employee reaches the age of 55. The severance pay does not involve the obligation to work. This exception means a maximum of 18 monthly salaries upon termination by the company.
The Board of Directors shall be entitled to depart from these guidelines in individual instances should there be special reasons for doing so. Such departures from the guidelines and the reasons for doing so must be reported at the next Annual General Meeting.
Decisions concerning the above require the approval of shareholders representing more than half of the votes cast.
Item 17 – Resolution regarding the Nomination Committee
The Nomination Committee proposes instructions for the Nomination Committee, the main effect of which is that the Chairman of the Board shall convene a Nomination Committee. The Nomination Committee shall consist of one representative from each one of no less than three and no more than four of the company’s largest shareholders and the Chairman of the Board, unless he/she is a member as a shareholder representative. If a shareholder does not exercise his/her right to appoint a member, the next largest shareholder in terms of voting rights is entitled to appoint a member in the Nomination Committee. The names of the members and the names of the shareholders they represent shall be published at least six months before the 2015 Annual General Meeting and shall be based on the known number of votes immediately before publication. The term of office of the Nomination Committee shall run until a new Nomination Committee is appointed. The Chairman of the Board of Directors will chair the Nomination Committee.
Should there be any significant changes in the company’s ownership structure after the appointment of the Nomination Committee, the composition of the Nomination Committee shall also be changed in line with the principles above. Shareholders who appointed a representative to be a member of the Nomination Committee shall be entitled to dismiss such a member and appoint a new one and also appoint a new representative if the member appointed by the shareholder chooses to withdraw from the Nomination Committee. Changes to the composition of the Nomination Committee are to be announced as soon as they have been made.
The Nomination Committee shall prepare proposals for the following issues and present them to the 2015 Annual General Meeting for resolution:
• proposal for a Chairman for the Meeting
• proposal for remuneration to the Board of Directors and the auditors
• proposal for remuneration for any committee work
• proposal for members of the Board of Directors
• proposal for Chairman of the Board of Directors
• proposal for auditors
• proposal for a resolution regarding the Nomination Committee
The Nomination Committee shall discharge its duties as required by the Swedish Code of Corporate Governance and may, if necessary, take independent professional advice at the company’s expense in the furtherance of its work.
Decisions concerning the above require the approval of shareholders representing more than half of the votes cast.
Item 18 – Automatic redemption procedure
To alter the company’s capital structure, the Board of Directors proposes that the Annual General Meeting resolves on an automatic redemption procedure. According to this procedure, each share will be split into two shares (a 2:1 share split), one of which will be called a redemption share in the Euroclear system. Each redemption share will be redeemed for SEK 10. In addition to the proposed cash dividend of SEK 4.00 per original share, an approximate total of SEK 232 million will be distributed to the shareholders. The proposal entails:
A. Amendment of the Articles of Association
The Board of Directors proposes that the wording of the Articles of Association be amended so that the limits for the number of shares be increased from a minimum of 10,000,000 – a maximum of 40,000,000 to a minimum of 20,000,000 – a maximum of 80,000,000 (§ 5).
B. Division of shares
The Board proposes that the face value of the share (the share capital divided by the number of shares) be changed through a share split. This means that each share is split into two shares, one of which will be called a redemption share in the Euroclear system and will be withdrawn as stated under item C. The Board has been authorised to set a record date for the share split. At the time of the Notice, this is expected to be 12 May 2014.
C. Reduction of the share capital for repayment to the shareholders
The Board proposes that the Annual General Meeting resolves on a reduction of the company’s share capital by SEK 19,307,757.50 (reduction amount) for repayment to the shareholders through the withdrawal of 23,169,309 shares, of which 4,767,096 are Class A shares and 18,402,213 Class B shares, each share with a face value of SEK 0.83. The shares that are to be withdrawn are the shares which, after implementation of the share split as per item B above, are called redemption shares in the Euroclear system. The Board has been authorised to set a record date for the right to receive the redemption amount. At the time of the Notice, this is expected to be 2 June 2014. Payment of the redemption amount is expected to take place on the third business day after the record date set by the Board.
A SEK 10 redemption amount will be paid for each redeemed share (regardless of share class) of which SEK 9.17 exceeds the face value of the share. In addition to the SEK 19,307,757.50 reduction amount, a total of SEK 212,385,332.50 shall be distributed, whereby funds from the company’s distributable equity shall be used.
D. Increase of share capital through a bonus issue
The Board proposes that the Annual General Meeting resolves to increase the share capital through a SEK 19,307,757.50 bonus issue to SEK 38,615,515 through the transfer of SEK 19,307,757.50 from distributable equity. No new shares will be issued in connection with the share capital increase.
Majority requirements
The resolutions of the Annual General Meeting on the proposals in items A to D above are conditional on each of the resolutions being passed in order for the proposed automatic redemption procedure to be adopted. The resolution must be supported by shareholders with at least 2/3 of the votes cast as well as of the shares represented at the Meeting in order for the resolution to implement the redemption scheme to be valid.
Finally, the Board proposes that the Annual General Meeting resolves to authorise the Managing Director of the company to make minor adjustments to the resolutions on items A to D above that may be required in connection with the registration of the resolutions with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 19 – Resolution to authorise the Board of Directors to resolve on a new share issue
The Board of Directors requests the Annual General Meeting to grant the Board authorisation to issue up to 1,800,000 new Class B shares in connection with business combinations.
The Board shall be able to decide on new issues with decisions on subscription in kind and thereby be able to deviate from the shareholders’ preferential rights. The authorisation shall remain in effect until the next Annual General Meeting.
The Annual General Meeting’s approval of this proposal is effective only if supported by shareholders with at least 2/3 of the votes cast as well as of the shares represented at the Meeting.
Item 20 – Resolution to grant the Board of Directors authorisation to resolve on the acquisition and transfer of the company’s shares
The Board of Directors requests the Annual General Meeting to grant the Board authorisation to acquire up to 10% of the company’s shares through purchases on NASDAQ OMX Stockholm, and, if the Board finds it appropriate, to sell all or some of the purchased shares on NASDAQ OMX Stockholm, or alternatively, to use the purchased shares as liquid assets in the event of a business acquisition.
Acquisitions and transfers of shares shall be made at a price within the registered price range on the stock exchange at the time of purchase.
The authorisation shall remain in effect until the next Annual General Meeting.
The Annual General Meeting’s approval of this proposal is effective only if supported by shareholders with at least 2/3 of the votes cast as well as of the shares represented at the Meeting.
Other information
As at 17 March 2014, the total number of shares in the company amounted to 23,169,309, whereof 4,767,096 are Class A shares and 18,402,213 are Class B shares. The total number of voting rights in the company amounts to 66,073,173. The company has a holding of 61,847 Class B shares which cannot be represented at the Annual General Meeting.
Documentation
The Board’s complete proposals for decision, Annual Report documents and other documentation that is required under the rules of the Swedish Companies Act (including forms for power of attorney) will be available from the company and on the company website, www.oem.se, from 31 March 2014, and will be sent out to any shareholders who request it.
Disclosures
The shareholders are informed of their right, under Chapter 7 Section 32 of the Swedish Companies Act, to request information at the Annual General Meeting of circumstances that can influence judgement on a matter on the agenda and circumstances that can influence judgement of the company’s financial position.
Tranås, March 2014
OEM International AB (publ)
BOARD OF DIRECTORS