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2014-04-11

DORO AB: Notice of annual general meeting 2014

Doro AB
Notice to convene annual general meeting

Notice of annual general meeting 2014

Lund, 2014-04-11 10:23 CEST (GLOBE NEWSWIRE) --

The shareholders of Doro AB (publ), Reg. No. 556161-9429, are invited to the
annual general meeting on Monday 12 May 2014 at 15.00 CET at Hotell Scandic
Anglais, Humlegårdsgatan 23, Stockholm.

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 6 May 2013,
and must also notify the company of their intention to attend the meeting no
later than Tuesday 6 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 6 May 2014. 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
20,831,174.

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 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 board’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. The board’s proposal regarding a directed issue of new warrants and
transfer of warrants,
20. 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 1.50 per share for the financial year 2013.

The record date for the right to receive the dividend is proposed to be 15 May
2014. If the annual general meeting resolves in accordance with the proposal,
the dividend is estimated to be paid through Euroclear Sweden AB on 20 May
2014.

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

Prior to the annual general meeting 2014 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, Charlotta Falvin and Fredrik Hedlund. Bo Kastensson is proposed
to be re-elected as chairman of the board (item 14).
Auditors: Ernst & Young AB 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:
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 (item 15).

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 BOARD’S PROPOSAL REGARDING AUTHORISATION TO RESOLVE ON ACQUISITION OF THE
COMPANY’S OWN SHARES (ITEM 17)

The board 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 2015.
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.

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 f...

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