Documents to be presented at the Annual General Meeting of East Capital Explorer AB (publ) Tuesday 12 April 2011

Transcription

1 Documents to be presented at the Annual General Meeting of East Capital Explorer AB (publ) Tuesday 12 April 2011 This is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish original and this English translation, the Swedish original shall prevail.

2 PROPOSED AGENDA for the Annual General Meeting ( AGM ) of East Capital Explorer AB (publ) on Tuesday, 12 April 2011, at 3:00 pm at Nalen in Stockholm. 1. Opening of the meeting 2. Election of the chairman of the meeting 3. Preparation and approval of the voting register 4. Approval of the agenda 5. Election of one or two persons to attest the minutes of the meeting 6. Decision on whether the meeting has been duly convened 7. Presentation of the annual report and the auditors report, as well as of the consolidated financial statements and the auditors report for the East Capital Explorer group. In connection therewith: a) address by the chairman of the board of directors including a report on the work of the board of directors b) address by the CEO c) report by the auditor regarding the audit work 8. Resolutions regarding: a) adoption of the income statement and balance sheet as well as of the consolidated income statement and the consolidated balance sheet for the East Capital Explorer group b) disposition of the company s result in accordance with the approved balance sheet c) discharge from liability of the members of the board of directors and the CEO 9. Report regarding the work of the nomination committee 10. Decision on the number of members of the board of directors, auditors and deputy auditors 11. Decision on remuneration to the board of directors and the auditor 12. Election of members of the board of directors and chairman of the board of directors 13. Election of auditor and deputy auditors 14. Decision regarding the criteria for appointment of the nomination committee 15. Decision on guidelines for remuneration to senior management 16. Decision regarding authorization for the board of directors to repurchase own shares 17. Closing of the meeting * * * *

3 THE NOMINATION COMMITTEE S PROPOSALS The following proposals are numbered according to the proposed agenda. The nomination committee s proposals regarding election of chairman of the AGM, the number of board members and auditors, remunerations, election of the chairman and other members of the board of directors and election of auditor (items 2, 10, 11, 12 and 13) The nomination committee proposes that Svante Johansson of Linklaters is appointed chairman of the AGM. The nomination committee proposes that the board of directors shall consist of six (6) members and that the auditor shall consist of one registered auditing company with no deputy auditor. The nomination committee proposes that the remuneration to the chairman and the other members of the board of directors not employed in the East Capital group shall amount to SEK 770,000 and SEK 330,000 respectively as compared to SEK 700,000 and SEK 300,000 respectively in Directors that are employed within the East Capital group receive no remuneration. Remuneration to the chairman and the other members of the audit committee shall amount to SEK 100,000 and SEK 50,000 respectively as compared to SEK 50,000 and SEK 30,000 respectively in The nomination committee proposes that fees to the auditor are based on approved invoices based on current time and rate. The nomination committee proposes, for the period until the close of the next AGM, re-election of Paul Bergqvist, Anders Ek, Lars Emilson, Karine Hirn, Alexander Ikonnikov and Justas Pipinis. Monika Elling has declined re-election following her appointment as CEO of Poolia. The nomination committee proposes that Paul Bergqvist is re-elected as chairman of the board of directors. The nomination committee proposes that KPMG is re-elected as auditor for the period until the close of the AGM KPMG has informed the company that Carl Lindgren will be acting as head auditor. The nomination committee s proposal regarding the criteria for appointment of the nomination committee for the AGM 2012 (item 14) The nomination committee proposes that the AGM resolves to establish the following process on how to form a nomination committee for the AGM The nomination committee is to prepare proposals to the shareholders meeting on electoral and remuneration issues as well propose a process for the appointment of a nomination committee ahead of the following year s shareholders meeting. The members of the nomination committee are to promote the interests of all shareholders and shall take the company s international operations, governance structure and control into consideration when preparing its proposals. The nomination committee shall consist of five members, of which three shall be representatives of the three shareholders (or group of shareholders) controlling the largest number of votes in the company that wish to appoint a representative. The other members of the committee are the chairman of the board of directors (who shall convene the first meeting) and a representative from East Capital. The term of office for the nomination committee is until a new nomination committee has been appointed.

4 Unless the committee members decide otherwise, the chairman of the nomination committee shall be the member that represents the shareholder with the largest shareholding in the company. The selection of the three largest shareholders shall be made on the basis of the share register of the company kept by Euroclear Sweden AB as of the last banking day in August 2011 and other reliable shareholder information the company has obtained at this time. When determining who are the three largest shareholders with regard to the number of votes held, a group of shareholders shall be considered one owner if they (i) have been organized as a group in the Euroclear system, or (ii) have made public and notified the company that they have made a written agreement to take - through the coordinated exercise of voting rights - a common long-term view on the management of the company. The names of the representatives and the names of the shareholders they represent shall be announced as soon as they have been appointed, but never later than six months before the AGM. If, during the term of office of the nomination committee, one or more of the shareholders having appointed a representative to the nomination committee no longer is among the three largest shareholders with regard to the number of votes held, representatives appointed by these shareholders shall resign and the shareholder or shareholders who then are among the three largest shareholders with regard to the number of votes held, may appoint their representatives. Unless there are special circumstances, no changes shall be made in the composition of the nomination committee if there are only marginal changes in the number of votes held or if the change occurs later than three months before the AGM A shareholder who has appointed a representative as member of the nomination committee has the right to dismiss such member and appoint a new representative as member of the committee. Changes in the composition of the nomination committee shall be announced as soon as they have occurred. The nomination committee shall prepare the below proposals to be submitted to the AGM 2012 for resolution: a) proposal regarding chairman of the AGM, b) proposal regarding the board of directors, c) proposal regarding chairman of the board of directors, d) proposal regarding directors fees for each of the directors as well as remuneration for committee work, f) proposal regarding auditor s fees, and f) proposal regarding the nomination committee for the AGM The nomination committee shall, when performing its duties, also fulfil the assignments of a nomination committee set out in the Swedish Code on Corporate Governance. The company shall, upon request of the nomination committee, provide personnel resources such as secretary function for the nomination committee to facilitate the work of the committee. If needed, the company shall also be able to pay reasonable costs for external consultants that the nomination committee deems necessary in order for the committee to be able to fulfil its assignment. * * * *

5 INFORMATION ON PROPOSED BOARD MEMBERS * * * * Paul Bergqvist Chairman of the Board since 2007 Independent of the Company, Company management and the Born Engineering and business studies at Linköping University Deputy CEO of Carlsberg A/S, CEO Pripps- Ringnes AB, CEO Procordia Beverage AB, Deputy CEO PLM AB. Board member and chairman of Sveriges Bryggerier AB, AB Svenska Returpack, HTC Sweden AB and AB Pieno Zvaigzdes. Board member of TrygVesta AS and Björk Eklund Group AB. 11,000 shares. Anders Ek Board member since 2008 Independent of the Company, Company management and the Born Bachelor s degree from Stockholm University Executive vice president and head Strategic and International Banking at Swedbank, CEO of Robur, Chief Investment Officer and deputy CEO of SPP (currently named Alecta), Senior Portfolio Manager and member of Group Executive Management Trygg Hansa, Executive vice president and Chief Investment Officer of the Swedish National Pension Fund. Chairman of Banque Invik SA. Board member of Catella KAG, Hemfosa Fastigheter AB and CA Fastigheter AB. 4,000 shares. Lars Emilson Board member since 2007 Independent of the Company, Company management and the Born Bachelor s degree from Lund University CEO Rexam PLC, Group Director Rexam Beverage Global can operations, Managing Director PLM AB, various positions within PLM AB s packaging operations in Sweden and the US. Chairman of Charter PLC and non-executive director of Filtrona PLC and Luvata OY. 5,500 shares. Karine Hirn Board member since 2010 Dependent in relation to the Company and its Management. Dependent in relation to the Born Degree from EM Lyon, France and a post-graduate degree from IEP Paris Partner and co-founder of East Capital, Numerous positions in the East Capital Group, including CEO of East Capital Asset Management and CEO of East Capital AB, Currently Chief Representative of East Capital in China, responsible East Bridge Bank in Moscow, Financial consultant Adex Finance in Nizhny-Novgorod. Number of Board assignments in the East Capital Group, including East Capital Holding AB, East Capital AB and East Capital Asia Ltd. French Foreign Trade Advisor (CCE). 611,547 shares.

6 Alexander V. Ikonnikov Board member since 2007 Independent of the Company, Company management and the Born PhD in Economics, Moscow State University of Oil and Gas. Certified and Diploma Director by the IoD, UK. In 2010 Yale School of Management recognizes Alexander Ikonnikov as Rising Star of Corporate Governance for outstanding work in, and contribution to, the field of corporate governance. Since 2005 Senior partner of Board Solutions, Co-founder/ CEO of the Investor Protection Association in Russia, Deputy CEO, NAUFOR (National Association of Securities Market Participants in Russia), Head of the Department of External Economic Affairs and Investments at the Ministry of Fuel and Energy, Russia. Chairman of the Russian Independent Directors Association, Independent director and head of the nomination and remuneration committees in the National Depository Center, Russia. Justas Pipinis Board member since 2007 Dependent in relation to the Company and its Management. Dependent in relation to the Born Bachelor of Science from Stockholm University, studies at Vilnius University and Gotland University. Since 2004 Partner at East Capital, since 2005 CEO of East Capital Holding AB, since 2007 CEO of East Capital International AB, CEO of East Capital Asset Management AB, 2000 joined East Capital and established the Private Equity fund East Capital Amber Fund, Siemens Business Services AB. Number of board and other assignments within East Capital. 34,742 shares. 8,000 shares.

7 THE BOARD OF DIRECTOR S PROPOSALS The following proposals are numbered according to the proposed agenda. Disposition of the company s result (item 8b) The board of directors proposes a dividend to the shareholders of SEK 0.80 per share and that 15 April 2011 shall be the record day for receipt of dividend. Should the AGM decide in favor of the proposal, payment of the dividend is expected to be made by Euroclear Sweden AB on 20 April The board s motivated statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act Pursuant to Chapter 18, Section 4 of the Swedish Companies Act, the board makes the following statement. The financial situation of the company and the group as of 31 December 2010 is presented in the annual report for the financial year The principles applied for valuation of assets and liabilities are also described in the annual report. The board of directors proposes a dividend to the shareholders of SEK 0.80 per share, corresponding to a total dividend payment of SEK 27,881,340. As of 31 December 2010, the company s equity amounted to EUR 382,923,791, of which EUR 379,295,731 is unrestricted equity. Neither the company nor the group has incurred any significant debt. There is full coverage for the company s restricted equity. The board of directors has considered the company s and the group s consolidation requirements by a general assessment of the company s and the group s financial position and the ability of the company and the group to meet their liabilities over time. The financial situation of the company and the group does not warrant any other assessment than that the company and the group, after the proposed dividend, can continue their operations and that the company and the group can be expected to meet their liabilities in the short and long term and will have the capacity to perform contemplated investments. In this respect, the board of directors has considered all known circumstances which may affect the financial situation of the company and which have not been considered when assessing the consolidation and liquidity requirements of the company. With reference to the aforementioned and what has otherwise been brought to the attention of the board of directors, it is the opinion of the board of directors that the proposed dividend is justified with regard to the requirements that the nature, scale and risks have on the size of the company s and the group s equity, as well as on the company s and the group s consolidation and liquidity needs, and position in general. Stockholm in March 2011 Board of Directors Guidelines for remuneration to senior management (item 15) The board of directors proposes that the AGM resolves to establish the following guidelines. Senior Management refers to the CEO and CFO. The company shall offer a total remuneration in line with market conditions which will enable the company to recruit and retain the most suitable executives. The remuneration to the CEO and CFO shall consist of fixed and variable salary and pension and insurance benefits. The board of directors decides in its discretion according to certain key performance indicators, based on the CEO s and CFO s performances, whether or not the CEO and CFO shall receive any variable salary. The CEO and CFO may receive a bonus corresponding to maximum 50 percent of the fixed salary. The CEO and CFO have individual premium-based pension plans, pursuant to which the company pays

8 premiums corresponding to 10 percent of their respective fixed salaries up to ten Swedish income base amounts and premiums corresponding to 20 percent of the fixed salaries on the portion of the fixed salaries that exceeds ten Swedish income base amounts. These guidelines shall apply to the current employment agreements and to employment agreements entered into after a decision is taken by the general meeting in respect of these guidelines. The board of directors shall have the right to deviate from the principles adopted by the AGM if special reasons are at hand in an individual case. Authorization to repurchase own shares (item 16) The board of directors proposes that the AGM resolves to authorize the board of directors to repurchase the company s own shares, under the following conditions. 1. The share purchases shall be transacted via NASDAQ OMX Stockholm at a price within the registered price interval from time to time, which means the spread between the highest bid price and lowest ask price prevailing from time to time on the exchange. 2. Purchases may also be performed in accordance with an offer directed to all shareholders with a cash consideration not below the market price at the time of the offer and with a maximum upward deviation of 20 percent. 3. The purchases shall be made in accordance with the rules regarding purchase and sale of company s own shares in the Rule Book for Issuers NASDAQ OMX Stockholm. 4. The company may only purchase so many shares that the company s holding of its own shares does not at any time exceed 10 per cent of all the shares in the company. 5. The authorization may be utilized on one or more occasions, however not longer than until the next AGM. The purpose of this mandate to repurchase shares in the company is to enable the board of directors to adjust the capital structure and thereby generating a higher value for the shareholders. A valid resolution by the AGM in accordance with the board of directors proposal on this item requires that shareholders with not less than two thirds of both the votes cast and shares represented at the meeting vote in favor of the proposal. The board s motivated statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act Pursuant to Chapter 19, Section 22 of the Swedish Companies Act, the board makes the following statement. The financial situation of the company and the group as of 31 December 2010 is presented in the annual report for the financial year The principles applied for valuation of assets and liabilities are also described in the annual report. The proposal regarding authorization to acquire own shares entails that the board of directors is authorized to acquire, at one or several occasions, own shares up to, but not exceeding, a holding of shares after the acquisition of one-tenth of all the shares of the company. The board of directors has proposed to the AGM a dividend to the shareholders of SEK 0.80 per share, corresponding to a total dividend payment of SEK 27,881,340. As of 31 December 2010, the company s equity amounted to EUR 382,923,791, of which EUR 379,295,731 is unrestricted equity. Neither the company nor the group has incurred any significant debt. There is full coverage for the company s restricted equity. The board of directors has considered the company s and the group s consolidation requirements by a general assessment of the company s and the group s financial position and the ability of the company and the group to meet their liabilities over time.

9 The financial situation of the company and the group does not warrant any other assessment than that the company and the group can continue their operations and that the company and the group can be expected to meet their liabilities in the short and long term and will have the capacity to perform contemplated investments. In this respect, the board of directors has considered all known circumstances which may affect the financial situation of the company and which have not been considered when assessing the consolidation and liquidity requirements of the company. With reference to the aforementioned and what has otherwise been brought to the attention of the board of directors, it is the opinion of the board of directors that the repurchase authorization is justified with regard to the requirements that the nature, scale and risks have on the size of the company s and the group s equity, as well as on the company s and the group s consolidation and liquidity needs, and position in general. Stockholm in March 2011 Board of Directors * * * *