The shareholders of ASSA ABLOY AB are hereby invited to attend the
Annual General Meeting to be held on Thursday 23 April 2009 at 3.00
p.m., in the Auditorium of Moderna Museet, Skeppsholmen, Stockholm.
Notice of Attendance
Shareholders who wish to attend the Annual General Meeting must:
* be recorded in the share register kept by Euroclear Sweden AB
(previously "VPC AB") on Friday 17 April 2009, and
* notify the company of their intent to attend the Annual General
Meeting on the company website www.assaabloy.com, by telephone
+46 8 506 485 14 weekdays between 9.00 a.m. and 4.00 p.m. or by
telefax +46 8 506 485 18. If notice is given by telefax, please
state "ASSA ABLOY". Notice may also be given in writing to ASSA
ABLOY AB, "AGM", P.O. Box 7842, SE-103 98 Stockholm, Sweden. The
company must receive the notice of attendance by 4.00 p.m Friday
17 April 2009, at the latest.
When giving notice of attendance, the shareholder shall state name,
personal identity number (corporate identification number), address,
telephone number, number of shares and names of representatives, if
any. The information given in the notice of attendance will be
processed and used only in connection with the Annual General Meeting
2009. An entrance card to be shown when registering for the Annual
General Meeting will be sent in confirmation of the notice of
attendance.
Nominee-registered shares
Shareholders that have their shares registered in the name of a
nominee must, in addition to giving notice of participation in themeeting, temporarily be recorded in the share register, kept by
Euroclear Sweden AB, in their own names (so called voting-rights
registration) on Friday 17 April 2009 to be able to participate in
the Annual General Meeting. The shareholders must therefore notify
their nominees in due time before said date.
Proxy
A shareholder represented by a proxy must issue a document
authorising the proxy to act on the shareholder's behalf. Proxy
issued by a legal entity shall be accompanied by a copy of the
certificate of registration (or similar document of authorisation)
for the legal entity. The documents must not be older than one year.
In order to facilitate the entrance to the Annual General Meeting,
proxies and documents of authorisation should be submitted to the
company in original at the above stated address by Friday 17 April
2009 at the latest. A proxy form is available on the company website
www.assaabloy.com.
Agenda
Proposal for 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 one or two persons to approve the minutes
6. Determination of compliance with the rules of convocation
7. Report by the President and CEO, Mr Johan Molin
8. Presentation of the Annual Report and the Auditor's Report and the
Consolidated Financial Statements and the Group Auditor's Report;
9. Resolutions regarding:
a) adoption of the Statement of Income and the Balance Sheet and the
Consolidated
Statement of Income and the Consolidated Balance Sheet;
b) appropriation of the company's profit according to the adopted
Balance Sheet;
c) discharge from liability of the Board of Directors and the CEO.
10. Establishment of the number of Board members
11. Establishment of fees to the Board members
12. Election of Chairman of the Board and other Board members
13. Election of members of the Nomination Committee and establishment
of the assignment of the Nomination Committee
14. Resolution regarding guidelines for remuneration to senior
management
15. Resolution regarding changes of the the Articles of Association
16. Closing of the Meeting
Item 2 - Election of Chairman of the Meeting
The Nomination Committee, consisting of Mikael Ekdahl (Melker
Schörling AB), Chairman, Gustaf Douglas (Investment AB Latour and
SäkI), Staffan Grefbäck (Alecta), Marianne Nilsson (Swedbank Robur)
and Mats Tunér (SEB Fonder), proposes that Gustaf Douglas is elected
Chairman of the Annual General Meeting.
Item 9 b)- Appropriation of the company's profit according to the
adopted Balance Sheet;
The Board of Directors proposes that a dividend of SEK 3.60 per share
shall be declared.
As record date for the dividend, the Board of Directors proposes
Tuesday 28 April 2009. If the Annual General Meeting resolves in
accordance with the proposal, the dividend is expected to be
distributed by Euroclear Sweden AB on Monday 4 May 2009.
Items 10-12 - Establishment of the number of Board members,
establishment of fees to the Board members and election of Chairman
of the Board and other Board members
The Nomination Committee proposes that the Annual General Meeting
resolves as follows:
* The number of Board members shall be nine (9).
* Re-election of the Board members Gustaf Douglas, Carl Douglas,
Jorma Halonen, Birgitta Klasén, Eva Lindqvist, Johan Molin,
Sven-Christer Nilsson, Lars Renström and Ulrik Svensson as Board
members.
* Re-election of Gustaf Douglas as Chairman of the Board.
* Fees to the Board of Directors shall amount to a total of SEK
4,050,000 (remuneration for committee work not included) to be
distributed among the members as follows; SEK 900,000 to the
Chairman and SEK 450,000 to each of the other Board members who
are not employed by the company. As consideration for the
committee work, the Chairman of the Audit Committee shall receive
SEK 200,000, the Chairman of the Remuneration Committee shall
receive SEK 100,000, the members of the Audit Committee each SEK
100,000 and the members of the Remuneration Committee each SEK
50,000.
A motivated statement made by the Nomination Committee regarding the
proposed members for the Board of Directors of ASSA ABLOY AB and
information on all the members proposed are available on the company
website www.assaabloy.com.
Item 13 - Election of members of the Nomination Committee and
establishment of the assignment of the Nomination Committee
The Nomination Committee proposes that the Annual General Meeting
resolves mainly as follows:
* The Nomination Committee shall have five (5) members, who, up to
and including the Annual General Meeting 2010, shall be Mikael
Ekdahl (Melker Schörling AB), Gustaf Douglas (Investment AB
Latour and SäkI), Magnus Landare (Alecta), Marianne Nilsson
(Swedbank Robur) and Mats Tunér (SEB Fonder). Mikael Ekdahl shall
be appointed Chairman of the Nomination Committee.
* If a shareholder represented by a member of the Nomination
Committee no longer is one of the major shareholders of ASSA
ABLOY AB, the Nomination Committee shall be entitled to nominate
another representative among the major shareholders to replace
such a member. The same shall apply if a member of the Nomination
Committee no longer is employed by such a shareholder or for any
other reason should leave the Nomination Committee before the
Annual General Meeting 2010.
* The Nomination Committee shall, before the Annual General Meeting
2010, prepare and submit proposals for; election of Chairman of
the Annual General Meeting, election of Chairman and other
members of the Board of Directors, fees to the Board of Directors
(including distribution of fees among the Chairman and the other
Board members and remuneration for committee work), election and
remuneration of auditor and a Nomination Committee prior to the
Annual General Meeting 2011.
Item 14 - Resolution regarding guidelines for remuneration to Senior
Management
The Board of Directors proposes that the Annual General Meeting
resolves upon guidelines for remuneration to senior management
principally entailing that salaries and other terms of remuneration
of senior management shall be in accordance with market conditions.
In addition to a fixed basic salary, senior management may receive
variable remuneration based on the outcome in proportion to the
targeted results (and in some cases other key ratios) in the
individual area of responsibility (group or division/business unit).
The variable remuneration of the CEO shall not exceed 75 per cent of
the basic salary. The pension plans of senior management shall be
fee-based.
Upon notice of termination of the CEO, the company's remuneration
obligation shall correspond to maximum 24 months' salary and other
benefits. Upon notice of any of the other members of the group
management, the remuneration of the company shall correspond to
maximum 18 months' salary and other benefits.
The Board of Directors shall be entitled to deviate from the
guidelines if, in an individual case, there are particular grounds
for such deviation.
Item 15 - Resolution regarding changes in the Articles of Association
The Board of Directors proposes the Annual General Meeting to resolve
that 8 § second section of the Articles of Association changes as
follows:
* Current wording of 8 § second section:
Notice of a General Meeting shall be given by announcement in
Post- och Inrikes Tidningar (the Swedish Official Gazette) as
well as in Dagens Nyheter.
* Proposed wording of 8 § second section:
Notice of a General Meeting shall be given by announcement in
Post- och Inrikes Tidningar (the Swedish Official Gazette) and at
the company website. An announcement in Dagens Nyheter shall
state that an invitation has been made.
The Board of Directors also proposes that the resolution made by
the Annual General Meeting regarding the change of the Articles
of Association shall be conditional upon whether the regulations
in the Swedish Companies Act regarding the way in which a
notification to the Annual General Meeting will be enforced or
not, which means that the proposed wording of 8 § second section
will be in compliance with the Swedish Companies Act.
Shares and votes
The total number of shares in the company at the time for the
notification of the Annual General Meeting amounts to 365,918,034
shares, of which 19,175,323 are shares of series A and 346,742,711
shares of series B, which is equivalent to a total of 538,495,941
votes.
Additional Information
Financial reports, the complete proposal of the Board of Directors in
respect of the appropriation of the company's profit and the Board's
motivated statement thereon, the complete proposal of the Board of
Directors for a resolution according to item 14-15 and the statement
by the auditor on the compliance with the guidelines for remuneration
to senior management applicable since the last Annual General Meeting
will be available at the company and on the company website
www.assaabloy.com as from 9 April 2009. Copies of the documents will
be sent to the shareholders on request and will be available at the
Annual General Meeting.
Welcome!
Stockholm in March 2009
The Board of Directors
ASSA ABLOY AB
ASSA ABLOY discloses the information provided herein pursuant to the
Securities Markets Act and/or the Financial Instruments Trading Act.
The information was submitted for publication at 08:00 CET on 20
March.
Annual General Meeting in ASSA ABLOY AB
| Source: ASSA ABLOY AB
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