- Doro Group
- Corporate Governance
Lund, 2013-04-15 09:07 CEST (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 Tuesday 7 May 2013, and must also notify the company of their intention to attend the meeting no later than Tuesday 7 May 2013 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 Tuesday 7 May 2013. 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.
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).
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 Managing Director/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 Managing Director,
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. The Nomination committee’s proposal regarding principles for the appointment of the nomination committee,
16. The board’s proposal regarding authorisation to issue new shares,
17. The shareholder Navibris AB’s proposal regarding authorisation to resolve on acquisition of the company’s own shares,
18. The board’s proposal regarding remuneration guidelines for the group management,
19. 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 1.25 per share for the financial year 2012.
The record date for the right to receive the dividend is proposed to be 17 May 2013. If the annual general meeting resolves in accordance with the proposal, the dividend is estimated to be paid through Euroclear Sweden AB on 22 May 2013.
THE NOMINATION COMMITTEE’S PROPOSALS (ITEMS 2, 12, 13, 14 and 15)
Prior to the annual general meeting 2013 the nomination work has been conducted by a nomination committee consisting of Tedde Jeansson, Arne Bernroth, representing Nordea Investment Funds, 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 six (6) 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. Fredrik Hedlund is proposed for election as a new board member, and is described further below. Bo Kastensson is proposed to be re-elected as chairman of the board (item 14).
Fredrik Hedlund started his career with Ahrens & Partners Growth Consultants and Scandinavian Mediahouse before moving on to spend ten years with Sony Ericsson, where he, between 2010 and 2012, was Head of Strategy, Corporate Vice President. After leaving Sony Ericsson in august 2012 he became Associate Partner at Applied Value. Fredrik Eklund holds a Master of Business Administration from Halmstad University and University of Humberside in England.
Auditors: Ernst & Young AB, with Göran Neckmar as auditor in charge, is proposed for re-election (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.
THE BOARD’S PROPOSAL REGARDING AUTHORISATION TO RESOLVE 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 in total a number of shares that is equal to 10% of the number of outstanding shares at the date of the annual general meeting, 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 SHAREHOLDER NAVIBRIS AB’S PROPOSAL REGARDING AUTHORISATION TO RESOLVE ON ACQUISITION OF THE COMPANY’S OWN SHARES (ITEM 17)
The shareholder Navibris AB proposes that the annual general meeting resolves to authorise the board to decide on the acquisition of the company’s own shares, where the following shall apply:
1. Acquisition of own shares shall exclusively take place on NASDAQ OMX Stockholm.
2. The authorisation may be utilised on one or several occasions until the annual general meeting 2014.
3. Shares may be acquired to the extent that the company’s holding of its own shares, on any occasion, does not exceed 5% of the company’s total shares.
4. Purchase orders may only be placed at a price equal to the valid buy rate, from time to time, on NASDAQ OMX Stockholm.
The purpose of the proposed authorisation is to provide flexibility as regards the company’s possibilities to distribute part of its retained earnings to the shareholders as well as to provide the board with a tool for optimising the company’s capital structure, if that, at the time, is considered to be the best usage of the company’s available cash.
The board supports the proposal.
A resolution in accordance with the proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the annual general meeting.
THE BOARD’S PROPOSAL REGARDING REMUNERATION GUIDELINES FOR THE GROUP MANAGEMENT (ITEM 18)
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 (including also any bonus) 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 variable remuneration 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.
The shareholders are welcomed to the meeting!
Lund in April 2013
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 Gunnar Modalen, +46 (0)46 280 50 06.
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 April 15 , 2013 at 9.00 a.m. CET.
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.
226 43 Lund
Phone 0046 46 280 50 00
Corporate identification number