Annual general meeting 2014
RIGHT TO ATTEND THE MEETING
Shareholder that wish to attend the Meeting,
be registered in the share register maintained by Euroclear Sweden AB by
Friday, 2 May 2014;
and shall have notified the Company of their intention to
attend the Meeting and of any representative/proxy/advisor who will
represent/accompany the shareholder to the Meeting on Friday, 2 May 2014.
Notification shall be sent in writing to NAXS Nordic Access Buyout Fund AB
(publ), Attn: Lennart Svantesson, Grev Turegatan 10, 1st floor, SE-114 46
Stockholm, Sweden or by e-mail (firstname.lastname@example.org). Notification shall include the
shareholder’s name, personal identification number/corporate registration
number (or similar), address and daytime telephone number, as well as, wherever
applicable, details of representatives, proxies and advisors. A maximum of two
advisors may attend. To facilitate registration at the Meeting, notification,
wherever applicable, should include a signed power of attorney, registration
certificate and other documents proving identity.
represented by proxy must submit a dated power of attorney. If the power of
attorney is executed by a legal person, a certified copy of the certificate of
registration or equivalent must be attached. The power of attorney is valid for
a period of one year from its issuance; however the power of attorney may be
valid for up to five years from its issuance if explicitly stated. The original
power of attorney and certificate of registration should be submitted to the
Company by post at the address mentioned above in duly time prior to the
Meeting. A proxy form is available
on the Company’s website (www.naxs.com) and will be sent to shareholders who
request the form.
be entitled to participate in the Meeting, shareholders whose shares are
registered in the name of a nominee must temporarily re-register their shares
in their own names in the share register maintained by Euroclear Sweden AB.
Such registration must be duly effected in the share register maintained by
Euroclear Sweden AB on Friday, 2 May 2014, and the shareholders must
therefore advise their nominees well in advance of this date.
RIGHT TO REQUEST INFORMATION
The shareholders are reminded of their right to
request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
NUMBER OF SHARES AND VOTES
As of the date of this notice there are in total
15,000,000 shares and votes in the Company. The Company holds 120,265 own
shares as of the date of this notice.
- Opening of the
- Preparation and
approval of the voting list
- Election of the
chairman of the Meeting
- Presentation and
approval of the agenda
- Election of two
persons to verify the minutes together with the chairman of the Meeting
- Determination as
to whether the Meeting has been duly convened
- Presentation by
the CEO, submission of the annual accounts and the auditor’s report, as
well as consolidated accounts and auditor’s report on consolidated
- Resolution on
- the adoption of
the profit and loss statement and balance sheet, as well as the
consolidated profit and loss statement and the consolidated balance
of the Company’s result according to the adopted balance sheet; and
- discharge of
the members of the board and the CEO from liability
- the adoption of
- Determination of
the number of members of the board
- Determination of
fees to be paid to the members of the board and auditor
of members of the board and chairman of the board
- Election of auditor
- The nomination
committee’s proposal regarding principles for appointment of a nomination
committee for the annual general meeting 2015
- The proposal
from the board of NAXS for remuneration guidelines for the senior
- The proposal
from the board of NAXS to authorise the board to acquire the Company’s own
- Closing of the
of the nomination committee
Items 3, 9-12: Election of chairman of the Meeting,
determination of the number of members of the board, determination of the fees
to be paid to the members of the board and auditor, election of members of the
board, chairman of the board and
any deputy members of the board as well as election of auditor
nomination committee of the Company proposes that the Meeting resolves in
accordance with the following;
- Jesper Schönbeck, member of the Swedish
Bar Association, is proposed to chair the Meeting.
- It is proposed that, for the period
until the end of the next annual general meeting, the board shall consist
of four (4) members without any deputy members of the board.
- For the forthcoming period of office, it
is proposed that the members of the board shall be paid a total amount of
SEK 675,000, of which SEK 225,000 shall be paid to the chairman of the
board and SEK 150,000 shall be paid to each other member of the board
elected by the Meeting and who is not employed by the Company. It is proposed
that auditor fees shall be paid in accordance with an approved invoice.
- The registered auditing company Ernst
& Young AB is proposed as auditor.
- Tony Gardner-Hillman, Andrew Wignall,
Ramanan Raghavendran and John Chapman are proposed for re-election as
members of the board. It is also proposed that John Chapman is re-elected
as chairman of the board.
13: Proposal regarding principles for appointment of a nomination committee for
the annual general meeting 2015
nomination committee proposes that the annual general meeting shall resolve to
adopt principles for the appointment of a nomination committee for the annual
general meeting 2015 in accordance with the following.
nomination committee shall have three members. The chairman of the board shall
contact the two largest shareholders, with respect to voting power as per the
end of the third quarter of the year. These two shareholders are offered to
appoint one member each to the nomination committee, in which a member of the
board also shall be a member. If any such shareholder chooses not to exercise
its right to appoint a member, the right shall pass on to the shareholder who,
after the aforementioned shareholder, has the largest shareholding. The
chairman of the nomination committee shall be elected by and from the members
of the nomination committee. However, a member of the board of the Company may
not be chairman of the nomination committee.
a shareholder, who has appointed a member of the nomination committee, sells a
not insignificant part of its shareholding during the tenure of the nomination
committee and thereby ceases to be a shareholder with rights to appoint a
member of the nomination committee, the member appointed by such shareholder
should resign from the nomination committee. Such member shall then be replaced
by a member appointed by the shareholder who, based on voting power following
the sale, is one of the two largest shareholders in the Company. If such
shareholder does not exercise its right to appoint a member of the nomination
committee, the procedure above shall be applicable.
the event a member no longer represents the shareholder who appointed him or
her, or in any other way is dismissed from the nomination committee prior to
the completion of the nomination committee’s work, such shareholder shall be
allowed to appoint a new member of the nomination committee.
fees shall be paid to the members of the nomination committee. The nomination
committee shall pursue the tasks that, according to the Swedish Code of
Corporate Governance, are the responsibility of a nomination committee.
of the board
8b: Appropriation of the Company’s results
funds at the annual general meeting’s disposal consists of the result of the
year, SEK – 4,204,445, the share premium reserve,
SEK 577,705,947, and the Company’s accumulated results,
SEK 4,000,160, in total SEK 577,501,662.
board proposes that the funds at the annual general meeting’s disposal,
SEK 577,501,662, shall be allocated as dividends to the shareholders of
SEK 2.00 per share, in total SEK 29,775,284, and that the remaining
unrestricted equity, SEK 547,726,378, is carried forward. Tuesday 13 May
2014 is suggested as record day for dividends. If the annual shareholders’
meeting adopts a resolution in accordance with the proposal the dividend is
estimated to be paid through Euroclear Sweden AB on Friday 16 May 2014.
14: Proposal for remuneration guidelines for the senior management
board proposes that the Meeting resolves that the following guidelines shall
apply for remuneration to the Company’s senior management for the time until
the end of the next annual general meeting.
to the Company’s senior management shall be market based and competitive in
order to enable the Company to attract and keep competent senior management.
Remuneration shall be appropriate in such way as to justify a long-term value
creation for the Company. Remuneration may consist of four parts:
- fixed salary and fees,
- variable remuneration, which includes
share and share price related incentive programs,
- pensions, as well as
- other economic benefits.
board decides which structure the remuneration shall consist of in order to
efficiently fulfil its purpose. If variable remuneration shall be paid, this
remuneration shall be linked to predetermined and measurable criteria, as well
as be designed with the purpose to promote the Company’s long term value
creation. Variable remuneration may amount to a maximum of 50 per cent of the
fixed annual salary. Share and share price related incentive programs, if any,
shall be designed to align the interest of the owners of the Company and the
board shall be entitled to deviate from the guidelines above if the board, in
certain cases, deems that there are special reasons to motivate such deviation.
Item 15: Proposal to authorise the board to acquire
the Company’s own shares
board proposes that the Meeting resolves to authorise the board to decide on
the acquisition of the Company’s own shares where, principally, the following
of own shares shall take place on NASDAQ OMX Stockholm.
authorisation may be utilised on one or several occasions, however not longer
than until the 2015 annual general meeting.
may be acquired to the extent that the Company’s holding of its own shares, on
any occasion, does not exceed ten (10) per cent of the Company’s total shares.
of shares may only take place at a price within the price interval, on any
occasion, recorded on NASDAQ OMX Stockholm, which refers to the interval
between the highest buying price and the lowest selling price.
purpose of the proposed authorisation is to provide flexibility in relation to
the Company’s possibilities to return capital to its shareholders, to improve
the capital efficiency in the Company, and to prevent an excessively wide
NAV/share price discount in relation to the Company’s shares, which altogether
is deemed to be susceptible to have a positive impact on the Company’s share
price and thereby contribute to an increased shareholder value.
resolution in accordance with the board’s proposal shall only be valid where
supported by not less than two-thirds of both the votes cast and the shares
represented at the meeting.
annual report and the auditor’s report, as well as the proposals from the board
according to item 14-15, the auditor’s statement under Chapter 8 Section 54 of
the Swedish Companies Act and the board’s statement under Chapter 19 Section 22
of the Swedish Companies Act will be held available at the Company’s office on
Grev Turegatan 10, 1st floor, Stockholm, Sweden as from Thursday, 17 April
2014, and will be sent to the shareholders who so request and who inform the
Company of their postal address. The documents, together with the nomination
committee’s proposals, will also be held available on the Company’s website
www.naxs.se. All documents above will also be presented at the Meeting.
board of NAXS Nordic Access Buyout Fund AB (publ)
Lennart Svantesson, CEO
Telephone: +46 733-110 011