Shareholders of OEM International AB (publ)
are hereby invited to attend the
ANNUAL GENERAL MEETING
Wednesday 18 April 2018, at 4.00 pm
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 Thursday 12 April 2018.
– notify the company no later than Thursday 12 April 2018, before 1.00 pm at: OEM International AB, Attn.: Anna Enström, Box 1009, SE-573 28 TRANÅS, Sweden,
by telephone on +46 (0)75 242 40 14 or +46 (0)75-242 40 05 or by e-mail to [email protected].
When notifying OEM of their attendance, shareholders should state their name, personal identity number (company registration number), address, phone number, their shareholding and the names of any proxies.
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 Thursday 12 April 2018.
Shareholders who wish to be represented by proxy should submit a signed and dated power of attorney. The original of the power of attorney must 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 in 2017.
– Questions regarding business activities in 2017.
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 auditors.
16. Resolution regarding guidelines for remuneration and other employment terms for senior executives.
17. Resolution regarding the Nomination Committee.
18. Resolution to make changes to the Articles of Association – the right to convert Class A Shares into Class B Shares
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. Any other business.
22. Closure of the Meeting.
23. Interim Report January – March 2018.
The Nomination Committee, which was appointed according to the policies adopted at the 2017 Annual General Meeting, comprises Petter Stillström (Chairman of the Nomination Committee) representative for AB Traction, Richard Pantzar representative for Orvaus AB, Hans Franzén and Agne Svenberg, who together represent approximately 79% of the voting rights and approximately 41% 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, Petter Stillström, 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 6.00 per share for the financial year 2017 and Friday 20 April 2018 as the record date. If approved by the Annual General Meeting, the dividend is payable on Wednesday 25 April 2018 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 comprise seven members.
Item 12 – Determination of remuneration to the Board of Directors and the auditors
The Nomination Committee proposes that a total remuneration of SEK 1,800,000 be paid to the Board of Directors, of which SEK 450,000 is to be paid to the Chairman of the Board, and SEK 225,000 to each of the other Board members appointed by the Annual General Meeting who are not employees of OEM.
The Nomination Committee proposes that the Chairperson of the Audit Committee shall be paid SEK 50,000. 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 the re-election of Ulf Barkman, Hans Franzén, Ingrid Nordlund, Jörgen Rosengren, Petter Stillström, Anna Stålenbring and Åsa Söderström Winberg who are presiding members of the Board. Petter Stillström 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 Olle Nilsson as the principal auditor, effective until the 2019 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 management team may also receive variable remuneration, which is capped at 58% of base salary, the equivalent of seven monthly salaries. The remuneration level is the same as the previous year. Senior executives in the OEM Group shall have market-competitive, premium-based pension schemes, capped at 30% of fixed pay. This remains unchanged from 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 may waive these guidelines in individual instances should there be special reasons for doing so. Any such waiver, including the reasons, 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 guidelines for the Nomination Committee, the main effect of which is that the Chairman of the Board shall assemble 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 2019 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 2019 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 – Resolution to make changes to the Articles of Association
The Board proposes the following changes to the Articles of Association
• The text in former § 14 (Preferential rights) is moved to § 6.
• It includes a new § 7 (Conversion provision) enabling holders of Class A shares to convert all or part of their holding of Class A shares into Class B shares.
• It includes a new § 11 (Right to participate in a General Meeting of Shareholders) clarifying what applies under the Swedish Companies Act with regard to shareholders’ entitlement to participate in a General Meeting of Shareholders.
It is also proposed to make some revisions to the Articles of Association of a purely editorial or linguistic nature, which thus do not alter the essential content of the Articles. The above changes also entail a change in the order in the Articles of Association.
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 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 any 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 Stockholm, and, if the Board finds it appropriate, to sell all or some of the purchased shares on NASDAQ 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 14 March 2018, 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 is 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 resolution, 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 19 March 2018 and will be sent to shareholders upon request.
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 2018
OEM International AB (publ)
BOARD OF DIRECTORS