Malmö 2017-05-15
Proposal to the agm regarding chairman of the agm, board members, chairman of the board, the auditor, the remuneration and nomination committee
Deflamo AB (publ) (the”Company”) has convened the annual general meeting to be held on 18 may 2017. At the time of the notice there was not even a proposal regarding chairman of the agm, board members, chairman of the board, the auditor, the remuneration and nomination committee (items 1 and 9-11 on the agenda).
The nomination committee for the annual general meeting in 2017, consisting of Patrik Christiansen, representing Axxino AB, Jan Lindstedt, representing Jan Blomquist, and Stefan Lindroos, representing Gryningskust Holding AB, and chairman of the board Johan Lavén as the convener, has now notified the Company of the proposal as below be considered at the annual general meeting.
1. Proposal for chairman at the annual general meeting
Åsa Hansdotter, is proposed as chairman at the meeting.
9. Proposal regarding number of board members, election of board members, chairman of the board and auditors and any deputy auditors
- The number of board members is proposed to be five (5) without deputies.
- As members of the board of directors proposes re-election of Eric Appelman, Jan Blomquist, Åsa Hansdotter and Fredrik Westin and election of Torbjörn Lindgren. Pär Stenstierna has declined re-election. Presentation of the members proposed for re-election can be found on the Company’s website, www.deflamo.com.
- As chairman of the board is proposed for election of Torbjörn Lindgren.Torbjörn Lindgren was born in 1964 and has worked in the chemical industry since 1988. He sold the company Lahega Kemi AB in 2016, and is now the third largest owner and chairman of the board of the acquiring company NC Lahega AB, listed on First North. Torbjörn has been sales manager, marketing manager, CEO and chairman of the board of Lahega and has broad knowledge of the market-leading producer of chemical-technical consumables to automotive-related customers in the nordic market. Today, Torbjörn is also investors in a number of startup company shares where he was in several of them is both huvudinvesterare and member of the board. At the bottom is Torbjörn computer engineer and economist with an MBA from the Stockholm school of Economics.
- As an auditor it is proposed the re-election of the auditing firm Mazars SET accounting Firm AB in Malmö, sweden for a term of one year, consequently up to the end of the agm 2018, with the auditing firm informed that the authorised public accountant Tomas Ahlgren will continue to act as auditor in charge as well as medrevisor, authorised public accountant, Sonny Malmquist. No deputy auditors is proposed.
10. Proposal for chairman of the agm,proposal regarding remuneration to the board of directors and auditor
- To the chairman of the board proposed a fee of sek 250 000 per year.
- To the other board members who are not employees of the Company proposed a fee of 125 000 sek each per year.
- Remuneration to the auditor shall be paid according to the agreement.
11. Proposal regarding the nomination committee
Principles for the nomination committee, originally adopted at the annual general meeting in 2014, agreed to at the annual general meeting 2016 to apply until further notice. The nomination committee proposes no change in this respect why the below principles apply until further notice.
The nominating committee shall consist of the board chairman and one representative for each of the company’s three largest shareholders (based on ownership registration with Euroclear Sweden AB or otherwise known to the Company) as of October 1, each year.
The board chairman shall convene the nomination committee to its first meeting. If any of the three largest shareholders would choose to waive the right to appoint a representative, the right shall pass to the shareholder who, after these shareholders, has the largest holding. Chairman of the nomination committee shall be appointed, the member representing the largest shareholders the largest shareholder, unless the committee unanimously decides otherwise.
The chairman of the board shall, as soon as possible, and no later than six months before the annual general meeting, inform the company so that the indication of the names of the members of the nomination committee and the names of the shareholders they represent, and who is chairman of the nomination committee can be published on the company’s website not later than six months before the annual general meeting.
Departing nominating committee member during the term of office has the shareholder who appointed the member the right to, within of the nominating committee by the specified time to appoint a new member. If the shareholder waives its right to appoint a member or does not appoint the member within the prescribed time, the right to appoint the member to move to the next largest shareholder not already represented in the nomination committee.
Member must leave the nomination committee if the shareholder who appointed him a member no longer represents one of the three largest accepting shareholders, after which new shareholders by size of holding turn shall be offered to appoint a member. If not special reasons exist, however, no changes occur in the composition of the nomination committee if only minor changes in the number of votes held or if the change occurs later than two months before the annual general meeting. A member shall automatically resign if the shareholder that appointed him has sold its entire holding. If such change occurs later than two months before the annual general meeting, the election committee may choose to decide that the member shall not be replaced. The nominating committee chairman shall inform the company about changes in the composition of the nomination committee as soon as the chairperson becomes aware of such change, so that this can immediately be published by the company.
The nomination committee shall submit proposals to the chairman at the annual general meeting, election of chairman and other members of the board, auditor, directors ‘ fees divided between the chairman and the other members of the board, the remuneration of the auditor of the company and, to the extent deemed necessary, proposals for adjustments in these principles for the nomination committee’s appearance and the instructions for its work.
Remuneration for the work of the nominating committee shall not be deleted. Any necessary expenses of the nominating committee shall be borne by the company. The nomination committee’s mandate period extends until a new nomination committee is appointed.
These principles for the nomination committee to apply until further notice.
____________________________
Malmö 15 may 2017
The board of directors
Deflamo AB (publ)
For more information, please contact:
Patrik Christiansen, nominating committee
Telephone: 0702-50 20 08
Email: patrik.christiansen@csadvisory.se
About Deflamo
Deflamo is a specialty chemical company that develops, produces and markets environmentally superior flame retardant under the product name Apyrum. Apyrum is a patented, environmentally-safe and biodegradable alternatives to hazardous flame retardants that are harmful to the environment and health.
Our goal is to replace the environmentally harmful conventional flame retardants in plastics, polymeric materials, paper, wood and textiles. A central part of the Deflamos offer is to assist customers with formulation, testing and implementation of the flame-retardant products with Apyrum. This helps our customers to develop new products with environmentally friendly profile both cheaper and faster.
Deflamo AB is a Swedish public limited company which is listed on the Nasdaq First North. Avanza is the company’s Certified Advisor.
The information was submitted for publication on 15 may 2017 15.00.
2017-05-15_Deflamo AB_Förslag before the annual general meeting 2017