Notice of Annual General Meeting of PostNord AB (publ)
Notice is hereby provided of the Annual General Meeting of PostNord AB (publ), (corp. id. no. 556771-2640).
Time: Thursday, April 28, 2016, 09.00
Venue: PostNord’s headquarters, Terminalvägen 24, Solna
Right to participate and registration
Shareholders wishing to take part in the Annual General Meeting must be entered in the stock register maintained by Euroclear Sweden AB by Friday, April 22, 2016.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name to be entitled to take part in the Annual General Meeting. Such reregistration must have been completed at Euroclear Sweden AB by Friday, April 22, 2016. This means that the shareholder must inform the nominee of the re-registration in good time prior to this date.
Members of the Danish and Swedish Parliaments are entitled to be present at the Annual General Meeting after registering with the company and, in connection with this, to ask questions of the company.
The Annual General Meeting is also open to the public following registration.
You can notify intention to attend by regular mail to PostNord AB (publ), Investor Relations, A 12 V, SE-105 00 Stockholm, Sweden or by email to email@example.com. The company must have received notice of attendance no later than one week prior to the Annual General Meeting, that is, by April 21, 2016. Please bring proof of identity with you.
At the time this notice was issued, the total number of shares in the company was 1,524,905,971 class A shares and 475,094,030 class B shares, equivalent to a total of 1,572,415,374 votes.
1. Opening of the Meeting
2. Election of Chairman for the Meeting
3. Establishment and approval of voting list
4. Election of one or two persons to verify the minutes
5. Approval of the agenda
6. Resolution regarding attendance of external parties
7. Consideration of whether the Meeting has been duly convened
8. Presentation of
a) annual report and audit report
b) sustainability report and
c) consolidated accounts and auditors’ report on the consolidated accounts.
9. Report on the work of the past year
a) address by the Chairman of the Board
b) address by the CEO, and
c) address by the Company’s auditor.
10. Resolution on
a) adoption of the income statement, balance sheets and consolidated financial statements
b) appropriations of the Company’s profit in accordance with the approved balance sheet, and
c) discharge from liability for the Directors and the CEO.
11. Presentation of compensation and implementation of previously resolved guidelines for executive compensation
a) oral presentation by the Chairman of the Board on compensation to the executives of PostNord AB and its subsidiaries
b) the Board’s report on whether previous guidelines for executive compensation at PostNord AB and its subsidiaries have been followed or not, with the reasons for any deviations, and
c) presentation of the auditor’s statement under Chap. 8 §5 of the Swedish Companies Act (2005:551).
12. Resolution on the Board’s proposed guidelines for compensation to senior executives
13. Presentation of the shareholders’ proposal for a resolution on fees, Directors, Board Chair and auditors
14. Resolution on fees to Directors, committee members and auditors
15. Resolution concerning number of Directors
16. Election of Directors and Board Chair
17. Resolution concerning number of auditors
18. Election of auditors
19. Conclusion of the Annual General Meeting
2. Election of Meeting Chair
The shareholders propose lawyer Klaes Edhall as Chair of the Annual General Meeting.
10 b). Resolution on appropriations of the Company’s profit in accordance with the balance sheet adopted
The Board proposes that no dividend be paid for the financial year and that the net income for the year and retained earnings, totaling SEK 3,623,747,627, be carried forward.
12. Resolution on the Board’s proposed guidelines for remuneration to senior executives
On April 23, 2015, the AGM voted to adopt the Board’s proposed guidelines for compensation of senior executives. The Board proposes that the 2016 AGM vote to adopt the Board’s proposed guidelines for compensation of senior executives.
Main contents of the proposal:
- The guidelines must be based on the Swedish government’s “Riktlinjer för anställningsvillkor för ledande befattningshavare i företag med statligt ägande” (Guidelines for Conditions of Employment for Executives in State-Owned Companies) from April 20, 2009.
- Total compensation for executives shall be well balanced, competitive, subject to a salary ceiling, reasonable, appropriate and shall promote good ethics and a good corporate culture. Compensation shall not be market leading in relation to comparable companies, but shall be characterized by moderation. This should also guide the total compensation paid to other employees, which the CEO must report annually to the Board.
- Individual premium-based pension plans are taken out for the President & Group CEO and other executives employed at PostNord AB in Sweden, with contributions not to exceed 30 percent of fixed monthly salary. The necessary insurance policies are contracted within the scope of this contribution.
- The pensionable age for employees in Sweden is 65 years. Senior executives who are employed under Norwegian labor law are subject to the pension arrangements collectively agreed within the Norwegian company. The pensionable age is 65 years.
Senior executives employed in Denmark, pensions are included in an amount corresponding to 10% of the agreed monthly salary. The pensionable age is that laid down in Danish legislation.
13-18. Presentation of the shareholders’ proposal for a resolution on fees, Directors, Board Chair and auditors, etc.
The proposed annual fees to the Board are as follows:
Board chairman: SEK 650,000
Director: SEK 275,000
It is proposed that no fee be paid to Directors employed by the Government Offices of Sweden or to employee representatives.
The proposed fees to the Committees are as follows:
Chair of the Auditing Committee: SEK 62,500
Member of the Auditing Committee: 50,000 kronor
Chair of the Compensation Committee: SEK 37,500
Member of the Compensation Committee: SEK 25,000
It is proposed that no fee be paid to Committee members employed by the Government Offices of Sweden or to employee representatives.
It is proposed that the fee for the work of the auditor be paid as per approved invoice.
Directors and Chairman of the Board
It is proposed that the Directors Mats Abrahamsson, Gunnel Duveblad, Christian Ellegaard, Torben Janholt, Magnus Skåninger, Jens Moberg and Anitra Steen be re-elected.
Sisse Fjelsted Rasmussen has declined to stand for re-election. The shareholders’ proposal for election of a new director, to replace Sisse Fjelsted Rasmussen, will be published on the Company’s website in good time before the meeting.
It is proposed that Jens Moberg be elected Chairman of the Board.
It is proposed that the registered accounting firm KPMG AB be auditor for a period of one year, expiring at the end of the 2017 Annual General Meeting.
This notice, presentation documents, audit report and full proposals for resolutions with the associated statements will be made available at the company from April 7, 2016 at the latest. The documents will also be available on the company website, www.postnord.com, from the same date. Printed copies of the annual report will be available at the Annual General Meeting.
Solna, March 2016
PostNord AB (publ)
THE BOARD OF DIRECTORS
Note: Every case has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
PostNord AB (publ) is required to disclose the foregoing information under the Security Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on March 22, 2016 at 16.00 CET.