Agenda for extraordinary meeting ...
... with some editing after Google translate:
ARCAM
NOTICE OF EXTRAORDINARY GENERAL MEETING IN Arcam AB
2017-01-16 08:30
Shareholders of Arcam AB (publ), reg. No. 556539-5356, are hereby invited to the Extraordinary General Meeting 7 February 2017 kl. 16.00 Krokslätts Factories, local "Smithy", Krokslätts Factories 41 in Mölndal.
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Proposed agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of voting list
4. Election of one or two minutes
5. Determination of whether the Meeting has been duly called
6. Adoption of the agenda
7. Determination of the number of Board
8. Determination of remuneration to the Board of directors
9. Election of directors
10. Adjournment
Issue 2 - Election of Chairman of the Meeting the Board of directors proposes that Olof Jisland from Vinge is elected chairman of the meeting.
Issue 7 - the number of directors,
GE Sweden Holdings AB proposes that the Board of the Company, for the period until the next Annual General Meeting shall amount to five ordinary members without deputies.
Issue 8 - Determination of remuneration to the Board
At the Annual General Meeting 2016 resolved that Board fees of SEK 1,320,000, of which SEK 330 000 shall be paid to the Chairman and 165 000 SEK each to the other members. Furthermore, the AGM decided in 2016 to SEK 25 000 per director shall be paid for committee work. It was also decided that the Directors can choose to fees paid by income or by invoice. In case the employer is not paid by Arcam, the same amount paid to the member so that payment options are cost neutral.
The shareholder GE Sweden Holdings AB proposes the following:
Board members who are employed by companies in the General Electric Company Group will not receive any remuneration. Fees resolved by the AGM 2016 shall be paid to the remaining and departing board members with a sum in proportion to the time they served as members since the Annual Meeting in 2016 until the date of the extraordinary general meeting on February 7, 2017. For the period until the next AGM, the remuneration paid to Board members who will continue as directors of the company by an amount proportional to the time they serve as directors until the end of the AGM in 2017 based on an annual fee of SEK 750 000 to the chairman and SEK 450 000 for each of the other members. Furthermore, 25 000 paid to each Board member and year for committee work.
The Company may, provided that it is cost neutral for the company, and after a written agreement between the Company and a board member owned corporation, allow the board fee billed the company of such Board Member's wholly-owned limited liability company (the invoiced fee shall in such cases be increased by an amount equivalent to the cost of statutory social charges and statutory value added tax).
Issue 9 - Election of Directors The shareholder GE Sweden Holdings AB proposes that Jan Olof Bruer, Henrik Hedlund, Anna Malm Bernsten, Malin Ruijsenaars and Joakim Westh dismissed as board members and that Carlos Härtel, Riccardo Procacci and Vandana Sriram elected as new Board Members until the end of the next AGM.
The shareholder GE Sweden Holdings AB therefore propose that the Board of Directors for the period until the next AGM shall be composed of Göran Malm (Chairman), Lars Bergström, Carlos Härtel, Riccardo Procacci and Vandana Sriram.
Other Information
The total number of shares and votes in the company is 20,746,585 at the time of issuing this notice, of which 20,546,585 are common shares and 200,000 are preferred shares, designated C shares, which are not listed. The Company holds 152 ordinary shares and all 200,000 preferred shares designated Series C shares.
Relevant documents for the AGM, including shareholder GE Sweden Holdings AB's complete proposals will be available on the company's address Arcam AB (publ), Krokslätts Factories 27A, 431 37 Mölndal, and on www.arcamgroup.com later than three weeks before the meeting and will be sent to shareholders who so request and who inform their address to the company. The shareholders are reminded of their right to request information pursuant to Chapter 7 § 32 first paragraph 1 of the Companies Act.
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Mölndal in January 2017 Arcam AB (publ)
