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Notice of annual general meeting 2012

Lund, Sweden, 2012-02-16 07:30 CET (GLOBE NEWSWIRE) --
 

RIGHT TO ATTEND THE MEETING

Shareholders who wish to attend the annual general meeting must be registered in the share register maintained by Euroclear Sweden AB on Thursday 15 March 2012, and must also notify the company of their intention to attend the meeting no later than Thursday 15 March 2012 at 12.00 (noon).

Shareholders whose shares have been registered with a nominee must, through the bank or securities broker administering the shares, temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate in the annual general meeting. Such re-registration must have been completed not later than Thursday 15 March 2012. A request for re-registration must be made well in advance of this date.

NOTIFICATION OF ATTENDANCE

Notification of attendance at the annual general meeting may be made in writing to Doro AB, Magistratsvägen 10, 226 43 Lund, Sweden or via www.doro.com. This notification shall state the name of the shareholder, personal identity number or corporate identity number, address, number of shares held and, where applicable, the number of accompanying assistants (at most two). Where applicable, complete documentation confirming eligibility, such as certificates of registration or equivalent, shall be enclosed with the notification.

PROXY

Shareholders represented by proxy shall issue a written power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document (“certificate”) for the legal entity shall be appended to the notification of attendance. The power of attorney and certificate may not be more than one year old at the date of the meeting; the period of validity of the power of attorney may however be no more than five years, if this has been explicitly stated. The power of attorney in original and, where applicable, the certificate, shall be sent by post to the company at the address stated above well in advance of the annual general meeting. Proxy forms are available from the company’s website, www.doro.com.

NUMBER OF SHARES AND VOTES

As of the date of this notice the number of shares and votes in the company is 19,349,174.

SHAREHOLDERS’ 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).
 

PROPOSED AGENDA

  1. Opening of the meeting,
  2. Election of chairman of the meeting,
  3. Preparation and approval of the voting list,
  4. Approval of the agenda,
  5. Election of two persons to verify the minutes,
  6. Determination as to whether the meeting has been duly convened,
  7. Speech by the CEO,
  8. Presentation of the annual report and the audit report, and the consolidated accounts and the audit report on the consolidated accounts,
  9. Decision regarding the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet,
  10. Decision regarding appropriation of the company’s profit according to the adopted balance sheet,
  11. Decision regarding the discharge from liability for the members of the board of directors and the CEO,
  12. Determination of the number of members of the board of directors,
  13. Determination of the remuneration to each of the members of the board of directors and the auditor,
  14. Election of the members of the board of directors and the chairman of the board of directors and the auditor,
  15. Proposal regarding principles for the appointment of the nomination committee,
  16. The board’s proposal regarding authorisation for the board of directors to resolve to issue new shares,
  17. The board’s proposal regarding remuneration guidelines and other employment conditions for the group management,
  18. Closing of the meeting.
     

APPROPRIATION OF PROFIT (ITEM 10)

The board of directors proposes that the annual general meeting resolves to distribute a dividend of SEK 1 per share for the financial year 2011.

The record date for the right to receive the dividend is proposed to be 26 March 2012. If the annual general meeting resolves in accordance with the proposal, the dividend is estimated to be paid through Euroclear Sweden AB on 29 March 2012.

THE NOMINATION COMMITTEE’S PROPOSALS (ITEMS 2, 12, 13, 14 and 15)

Prior to the annual general meeting 2012 the nomination work has been conducted by a nomination committee consisting of Tedde Jeansson, Arne Bernroth and the chairman of the board of directors Bo Kastensson. Tedde Jeansson is the chairman of the nomination committee. The nomination committee has proposed the following as regards items 2, 12, 13, 14 and 15.

Chairman of the annual general meeting: Bo Kastensson (item 2).
Remuneration to the board: The remuneration to the board of directors, until the time of the end of the next annual general meeting, is proposed to be in accordance with the following. The chairman receives SEK 350 000 and other members not employed by the company receives SEK 150 000 each (item 13).
Chairman of the board and other board members: The number of board members is proposed to be five (5) with no deputies (item 12). The following board members are proposed for re-election: Bo Kastensson, Jérôme Arnaud, Jonas Mårtensson, Karin Moberg and Charlotta Falvin. Bo Kastensson is proposed to be re-elected as chairman of the board (item 14).
Election of auditors: Ernst & Young AB, with Göran Neckmar as auditor in charge (item 14).
Remuneration to the auditor: It is proposed that fees to the auditors for the period until the end of the next annual general meeting shall be paid in accordance with invoicing approved by the company. (item 13).
Proposal regarding principles for the appointment of the nomination committee (item 15): The chairman of the board shall be appointed member of the nomination committee and shall, after consultation with the electorally major shareholders as per 1 September of the company, appoint two additional members. The names of these members shall be made public not later than six months before the annual general meeting. The nomination committee shall among themselves appoint one of the members of the committee as chairman. The appointed chairman must not be the chairman of the board. In the event a shareholder represented by a member of the nomination committee is no longer one of the electorally major shareholders of the company, or in the event a member of the nomination committee is no longer employed by such shareholder or for any other reason resigns from the nomination committee before the annual general meeting, the other members of the nomination committee shall, after consultation, have the right to appoint another representative for the electorally major shareholders to replace such member. The nomination committee’s duties in preparation for the annual general meeting comprise of preparing the election of chairman and other members of the board, election of auditor, election of chairman of the annual general meeting, matters regarding remunerations and questions in connection thereto.

AUTHORISATION TO ISSUE NEW SHARES (ITEM 16)

The board proposes that the annual general meeting resolves to authorise the board, for the period until the next annual general meeting, to resolve, on one or several occasions, to issue not more than 1,930,000 shares without preferential rights for the shareholders. Such new issue resolution shall include a provision that new shares shall be paid in kind. The reason for the proposal and the reason for deviating from preferential rights for existing shareholders is to allow the company to implement acquisitions with payment in the form of shares.

The CEO shall have the right to make such minor adjustments to this resolution that may be necessary in connection with registration with the Swedish Companies Registration Office.

THE BOARD’S PROPOSAL REGARDING REMUNERATION GUIDELINES AND OTHER EMPLOYMENT CONDITIONS FOR THE GROUP MANAGEMENT (ITEM 17)

The board of directors proposes that the annual general meeting resolves to adopt remuneration guidelines with the principal effect that salaries and other terms of remuneration for the group management shall be on market terms. In addition to a fixed base salary, the group management may also receive a variable remuneration that shall have a predetermined maximum level and be based on the outcome in relation to profit targets (and in certain cases other key ratios). Maximum cost including social security contributions for bonuses to the management may not exceed SEK 10 million. The total cost for fixed and variable remuneration shall each year be determined to an amount including all of the company’s remuneration costs, which enables management to allocate parts of their fixed and variable remuneration to other benefits, such as pension benefits. The pension plans for the management shall mainly be a defined contribution pension scheme. In case of termination of employment by the company there may be a right to a severance pay, which in such case shall have a predetermined maximum amount. In case of termination of employment by the employee no severance pay shall be paid. The board of directors is entitled to deviate from its aforementioned guidelines where, in the board’s opinion, the specific circumstances of a particular case so dictate.

                                                     _________________________

The annual report and the complete proposals and statements of the board in accordance with the Swedish Companies Act, including auditor’s statements, will be held available at the company’s office at the address above and on its website, www.doro.com, no later than three weeks before the annual general meeting. These documents will also be sent to shareholders that so request and inform the company of their postal address. The nomination committee’s proposals, explanatory statement and the principals for appointing the principles for the appointment of the nomination committee will be available at the company’s website, www.doro.com.

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The shareholders are welcomed to the meeting!

Lund in February 2012
Doro AB (publ)
The board of directors
 

For more information, please contact:
President and CEO Jérôme Arnaud, +46 (0)46 280 50 05,
or Vice President and CFO Annette Borén, +46 (0)706 30 00 09.

 
This is information that Doro AB (publ) is required to publish in accordance with the Swedish Securities Markets Act and/or the Swedish Financial Trading Act. This information was submitted for publication on February 16, 2012 at 7.30 a.m. CET.


About Doro
Doro, the leader in the telecom care market, is a Swedish public company. With over 37 years of experience in the telecom industry, the company focuses on developing, marketing  and selling products, software, TeleCare and mHealth solutions specially adapted to the growing worldwide population of seniors. Doro’s range of easy-to-use mobile phones is unmatched and its unique know-how has been recognized through several international design awards. The company’s products are sold in more than 30 countries on five continents. In FY 2010 revenue totalled SEK 633 m. Doro’s shares are quoted on the Nasdaq OMX Stockholm exchange, Nordic list, Small companies. Read more about Doro at www.doro.com or at facebook.com/DoroSverige
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HEAD OFFICE

Doro AB
Jörgen Kocksgatan 1 B
211 20  Malmö
Sweden
Phone 0046 46 280 50 00

Corporate identification number
556161-9429

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