NOTICE OF ANNUAL GENERAL MEETING IN ARCAM
The shareholders of Arcam AB (publ), Reg. No. 556539-5356, are hereby invited to participate in the Annual General Meeting on June 16, 2017, 9.00 a.m. CET at Krokslätts Fabriker, room “Smedjan”, Krokslätts Fabriker 41 in Mölndal. Registration for the meeting will take place between 8.00 and 9.00 a.m. CET.
Shareholders who wishes to participate in the meeting shall:
- be registered in their own name (not nominee-registered) in the share register maintained by Euroclear Sweden AB as of June 10, 2017; and
- give notice of their attendance to the company no later than June 12, 2017, 12.00 p.m. CET at the address:
Arcam AB, Att: Hendrik Kangasmuukko, Box 11920, SE-404 39, Göteborg, Sweden or via e-mail to legal@arcam.com.
In the notice of attendance, the shareholder shall specify its name, personal or company identification number, address, telephone number and, if applicable, the number of assistants the shareholder wishes to bring (maximum of two).
Shareholders represented by proxy shall present a written power of attorney which as at the day of the Annual General Meeting may not be older than five years. Proxies and representatives of legal persons shall submit authority documents prior to the Annual General Meeting (signed and dated power of attorney and/or current certificate of registration).
Power of attorney forms are available via www.arcamgroup.com. Power of attorney forms may also be obtained from the company or ordered by e-mail at the e-mail address indicated above.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name in order to be entitled to participate in the Annual General Meeting. Such re-registration shall be made with Euroclear Sweden AB at the latest on June 10, 2017 and the nominee shall therefore be notified thereof in due time before the stated date.
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and verification of the voting list
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the auditors’ report as well as the consolidated accounts and auditors’ report on the consolidated accounts
8. Resolution on (a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet, (b) allocation of the company’s result as shown in the adopted balance sheet and (c) discharge from liability of the directors and the managing director
The proposed resolution by a minority shareholder on distribution of profit according to Chapter 18, Section 11, of the Swedish Companies Act (Sw. aktiebolagslagen) will be handled in connection with item 8(b)
9. Determination of the number of directors
10. Determination of the remuneration to the Board of Directors and the auditor
11. Election of directors and chairman
12. Election of auditor
13. Resolution on guidelines for remuneration to senior management
14. Resolution on authorization to the Board of Directors to resolve on rights issues
15. Resolutions on minority shareholder proposals in relation to (a) engagement of an independent financial advisor and (b) establishment of an independent clearance committee
16. Closing of the meeting
Item 2 – Election of chairman of the meeting
The Board of Directors proposes that attorney Martin Wedén of Wistrand law firm is elected chairman of the meeting.
Item 8(b) – Allocation of the company’s result as shown in the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting resolves that the funds at the disposal of the Annual General Meeting shall be carried forward and consequently that there shall be no distribution of profit.
The Board of Directors have received a proposal from the shareholders Elliot International L.P. and The Liverpool Limited Partnership, that it is resolved to distribute profits in accordance with Chapter 18, Section 11, of the Swedish Companies Act.
Item 9 – Determination of the number of directors
The shareholder GE Sweden Holdings AB (a company controlled by General Electric Company) proposes that the Annual General Meeting resolves that the Board of Directors shall consist of five (5) directors and no deputy director, for the period until the end of the next Annual General Meeting.
Item 10 – Determination of the remuneration to the Board of Directors and the auditor
The shareholder GE Sweden Holdings AB proposes that the Annual General Meeting resolves according to the following:
Directors who are employed by companies in the General Electric Company group shall not be entitled to any remuneration by the company. For the period up until the end of the next Annual General Meeting, the remuneration to the chairman of the Board of Directors shall amount to SEK 750,000 and the remuneration to each other director shall amount to SEK 450,000. Further, SEK 25,000 shall be paid to each director per year for committee work.
Provided that tax conditions so permits, it is cost neutral for the company and a written agreement between the company and a limited liability company which is wholly-owned by a director is entered into, the company may approve that the board fee is invoiced by such director’s wholly-owned company (in such case, the invoiced fee shall be increased with an amount corresponding to social security payments and value added tax pursuant to law).
The Board of Directors proposes that remuneration to the auditor shall be paid against approved invoices.
Item 11 – Election of directors and chairman
The shareholder GE Sweden Holdings AB proposes that the Annual General Meeting resolves to re-elect Göran Malm, Lars Bergström, Carlos Härtel, Riccardo Procacci and Vandana Sriram as directors of the Board of Directors for the period up until the end of the next Annual General Meeting and that Göran Malm is re-elected as the chairman of the Board of Directors.
Item 12 – Election of auditor
The Board of Directors proposes that the Annual General Meeting resolves that the company shall have one auditor without any deputy auditor and that Ernst & Young shall be re-elected as auditor for the period up until the end of the next Annual General Meeting (authorized public
accountant Stefan Kylebäck is intended to serve as auditor-in-charge).
Item 13 – Resolution on guidelines for remuneration to senior management
The Board of Directors have proposed the guidelines for remuneration to senior management made available on the company’s webpage www.arcamgroup.com.
Item 14 – Resolution on authorization to the Board of Directors to resolve on rights issues
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or more occasions before the next Annual General Meeting, resolve on issues of shares with pre-emption rights for the company’s shareholders (rights issues). The aggregate increase in the share capital under the authorization shall not exceed SEK 5,000,000.
As a result of the company's business plan, including growth, and current cash position, the Board of Directors expects that the company will need external capital during the coming year. This authorization provides the Board of Directors with the flexibility required to complete an external equity capital raise.
The Board of Directors further proposes that the Annual General Meeting resolves to authorize the Board of Directors, or a person appointed by the Board of Directors, to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office or with Euroclear Sweden AB or due to other formal requirements.
Item 15 – Resolutions on minority shareholder proposals in relation to (a) engagement of an independent financial advisor and (b) establishment of an independent clearance committee
15(a) Engagement of an independent financial advisor
Shareholders Elliot International L.P. and The Liverpool Limited Partnership proposes that the Annual General Meeting resolves that ”an independent financial advisor is retained in order to review and document the corporate benefit of the company (and its subsidiaries) in relation to any contemplated or effective agreements, transactions, sales, resource transfers or collaborations (including but not limited to intellectual property and research), and any other co-operations with closely related parties of the company.”
15(b) Establishment of an independent clearance committee
Shareholders Elliot International L.P. and The Liverpool Limited Partnership proposes that the Annual General Meeting resolves that ”an independent clearance committee is established in order to, on a case by case basis, handle issues relating to disclosure of information from the company (and its subsidiaries) to closely related parties and determine if such disclosure of information can be made in the best interest of the company and all its shareholders, and in order to review and approve, under the condition of satisfaction of corporate benefit on strict commercial terms and arm’s length terms without disadvantage to any shareholder, any contemplated agreements, transactions, sales, resource transfers or collaborations (including but not limited to intellectual property and research), and any other co-operation with closely related parties of the company.”
Other information
The total number of shares and votes in the company is 20,746,585 at the time of this notice. 20,546,585 of the shares are ordinary shares and 200,000 are preferential shares, called C-shares, which are not submitted for trading at Nasdaq Stockholm. The company holds 152 ordinary shares and all 200,000 preferential shares, called C-shares in treasury.
Relevant documents, including the shareholder GE Sweden Holdings AB’s complete proposals and the auditors statement according to Chapter 8, Section 54, of the Swedish Companies Act, will be available at the company’s address Arcam AB (publ), Krokslätts Fabriker 27A, 431 37 Mölndal, and at the company’s website, www.arcamgroup.com at the latest three weeks before the Annual General Meeting and will be sent to shareholders who request so and who inform the company of their postal address.
Shareholders are reminded of their right to request information according to Chapter 7, Section 32, of
