The shareholders in Polyplank AB (publ), org.no 556489-7998, are hereby summoned to the annual general meeting on Thursday 29 June 2017
there is a 10.00 at the company’s office, Storgatan 123, Färjestaden, Öland.
The right to participate at the meeting
In order to be entitled to participate in the agm, shareholders must be registered in the Euroclear Sweden AB share database June 22, 2017, notify the company of their participation at the annual general meeting no later than 26 June 2017, there is a 12: 00 noon. Notification may be made by mail to the company address Polyplank AB, Storgatan 123, 386 35 Färjestaden, or by telephone 0485-664480 or by fax 0485-664499 or via e-mail to email@example.com. The notification must state the full name, personal or corporate identity number, address, telephone number, registered shareholding and, where applicable, information on deputies, or assistant (maximum of two). The notification shall, where appropriate, be accompanied by powers of attorney, registration certificates and other authorization documents.
Shareholders who have nominee registered their shares through a bank or other nominee, must, in order to be eligible to participate in the agm, request that they be temporarily re-register their shares in the share register kept by Euroclear Sweden AB in their own name. Such registration, p.k. voting right registration, must be completed by 22 June 2017, which means that the shareholder in good time prior to this date must inform the nominee to that effect.
Agent m m
A shareholder who is not personally present at the annual general meeting may exercise their voting rights at the annual general meeting through a representative, in writing, by the shareholder, signed and dated power of attorney. The company provides the shareholders with a proxy form for this purpose. The original power of attorney should be in good time before the annual general meeting will be sent to the company at the above address. Representatives for legal entities must also submit a certified copy of the certificate of registration or equivalent authorisation documents.
Please note that notification of shareholder’s participation to the annual general meeting shall take place even if the shareholder wishes to exercise his right to vote at the annual general meeting through a proxy. Submitted proxy form does not apply to notification to the annual general meeting.
Indication of the number of shares and votes
The total number of shares and votes in the company amounts as of the date of the notice to the 48 323 976 shares.
The annual general meeting opening
The election of the chairman of the annual general meeting
Preparation and approval of the voting list
Election of the secretary and one or two persons to verify the minutes
Approval of the agenda
Examination of whether the agm has been duly convened
Presentation of the annual report and the auditor’s report and the consolidated accounts and consolidated auditor’s report
Decision on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
Decisions on the disposition of the company’s profit or loss according to the adopted balance Sheet
Decision on the discharge for the board members and the executive director
Establishment of fees to the board of directors and auditors
The determination of the number of directors
The election of board members and chairman and vice-chairman of the board
Decision on the election of members to the nomination committee
Authorization for the board to decide on a new issue
Decision on guidelines for remuneration to senior executives
Proposal for a decision
The nomination committee proposes chairman Leif Jilkén as the chairman of the annual general meeting.
The board of directors proposes that no dividend be paid for fiscal year 2016.
The nomination committee proposes that the one-and-a-third times the basic amount shall be payable either to all directors as well as two price base amounts to the chairman of the board. The auditors ‘ fee shall be paid according to the principle of current account.
The nomination committee proposes re-election of the directors of the board Leif Jilkén, Henrik von Heijne, Mette Wichman and Amy Fernlund. To the chairman of the board is proposed to Leif Jilkén. To the vice chairman of the board is proposed to Annika Fernlund.
The board of directors proposes that the annual general meeting decides to elect the following member of the nomination committee, Jan-Åke Karlsson and Annika Fernlund. Jan-Åke Karlsson is proposed as the convener.
The board of directors proposes to the annual general meeting resolves to authorise the board to, at the until the next agm, on one or several occasions, to resolve to issue shares and/or convertible bonds and to be able to deviate from the shareholders ‘ preferential rights. Payment may also be made through contribution in kind or set-off. Through the decision with the support of the authorization is to the share capital be increased by a maximum of 20 % through the issuance of a maximum of 20% new shares with a par value of SEK 0.05 per share. The reasons for deviation from shareholders ‘ preferential rights is to enable company acquisitions and to strengthen the Polyplanks economic position, if necessary, including t.ex. to be able to issue shares and/or convertible bonds against payment through set-off of claims against the company. The basis for the issue price/conversion price shall be an amount which connects to the market value of the Polyplanks shares with any deduction of such market discount that the board considers necessary for the issue to be carried out.
The board of directors proposes the following guidelines for remuneration to senior executives:
The management’s remuneration shall be on market terms and competitive for the company to attract and retain qualified employees. For the individual, the executive shall compensation level based on factors such as position, competence, experience and performance. In addition to fixed salary, the management may receive variable salary, pension, other benefits and incentive programs. The fixed salary shall be individual and differentiated based on the individual’s responsibilities, experience and performance and determined on the basis of market principles. Variable salary shall be based on the company’s earnings growth. The annual variable component can normally amount to 30 per cent of the fixed salary. Other benefits shall correspond to what can be considered reasonable in relation to market practice. The parts are designed to create a balanced remuneration and benefit program that reflects the employee’s performance and responsibilities, and the company’s profit performance. The board of directors may deviate from these guidelines if in an individual case are special reasons for it.
Shareholders who are present at the general meeting have the right to request information from the board of directors and the managing director in accordance with chapter 7. Section 32 of the Swedish companies act.
The annual report and the auditors ‘report concerning the financial year 2015, the board of directors’ complete proposals for decisions under paragraphs 9,11,12,13,14,15,16, the articles of association and the auditors ‘ opinion on whether the annual general meeting’s guidelines for remuneration to leading executives have been followed are available at the company’s fr o m 8 June 2017 and will be sent to those shareholders who so request and state their postal or email address.
Furthermore, the annual report will be published through NASDAQ OMX First North and on the company’s website, www.polyplank.se.
The number of shares is 48 323 976 st and the number of votes is 48 323 976 st.
Färjestaden in June 2017.
POLYPLANK AB (publ)
The board of directors
The notice convening the annual general meeting 2017