Documents to be presented at the Annual General Meeting of East Capital Explorer AB (publ) Wednesday 25 April 2012

Transcription

1 Lake Eyre Documents to be presented at the Annual General Meeting of East Capital Explorer AB (publ) Wednesday 25 April 2012 Great Sandy Desert Great Dividing Range AUSTRALIA Great Victoria Desert Lake Gairdner

2 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. PROPOSED AGENDA for the Annual General Meeting ( AGM ) of East Capital Explorer AB (publ) on Wednesday 25 April 2012 at 3:00 p.m. at Konserthuset 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 verify 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. Proposal for amendment of 7 of the articles of association of the company 11. Decision on the number of members of the board of directors 12. Decision on remuneration to the board of directors and the auditor 13. Election of members of the board of directors and chairman of the board of directors 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. Proposal for resolution to a) reduce the share capital by way of redemption of repurchased shares b) increase of the share capital by way of a bonus issue 18. 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, remunerations and election of the chairman and other members of the board of directors (items 2, 11, 12 and 13) The nomination committee proposes that Svante Johansson is appointed chairman of the AGM. The nomination committee proposes that the board of directors shall consist of six (6) members. 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 remains unchanged at SEK 770,000 and SEK 330,000 respectively. Directors that are employed within the East Capital group receive no remuneration. Remuneration to the chairman and the other members of the audit committee remains unchanged at SEK 100,000 and SEK 50,000 respectively. 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, Lars Emilson, Karine Hirn and Alexander Ikonnikov and election of Lars O Grönstedt and Louise Hedberg as new members of the board of directors. Anders Ek and Justas Pipinis have declined re-election. The nomination committee proposes that Paul Bergqvist is re-elected as chairman of the board of directors. The nomination committee s proposal regarding the criteria for appointment of the nomination committee for the AGM 2013 (item 14) The nomination committee proposes that the AGM resolve 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 a minimum of three and maximum of five members (to be decided by the chairman of the board of directors), of which up to three members shall be appointed by 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 2012 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 2013 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, e) proposal regarding auditor s fees, and f) proposal regarding the nomination committee for the AGM The nomination committee shall, when performing its duties, also fulfill 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 fulfill its assignment. * * * *

5 CVs of proposed board directors of East Capital Explorer AB (publ) Paul Bergqvist Chairman of the Board since 2007 Independent of the Company, Company management and the Company s major shareholders. Born Education Engineering and business studies at Linköping University. Work experience Deputy CEO of Carlsberg A/S, CEO Pripps-Ringnes AB, CEO Procordia Beverage AB, Deputy CEO PLM AB. Other board assignments 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. Shareholding in East Capital Explorer AB 16,000 shares. Lars Emilson Board member since 2007 Independent of the Company, Company management and the Company s major shareholders. Born Education Bachelor s degree from Lund University. Work experience 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. Other board assignments Non-executive director of Filtrona PLC and Luvata Oy. Shareholding in East Capital Explorer AB 8,500 shares. Lars O Grönstedt Independent of the Company, Company management and the Company s major shareholders. Born in Education BA in languages and literature from Stockholm University and an MBA from Stockholm School of Economics. Work experience Currently a senior advisor to Nord Stream, CEO of Handelsbanken, and its Chairman Other board assignments Chairman of the Nordic Museum and ATC Industries Group and member of the board of Vostok Nafta Investment Ltd, the Swedish National Debt Office, MDM Bank (Moscow), the IT company Pro4U and Skansen Foundation. Shareholding in East Capital Explorer AB 200 shares.

6 Louise Hedberg Dependent in relation to the Company and its Management. Dependent in relation to the Company s major shareholders. Born in 1974 Education Master of Science from the Stockholm School of Economics and has completed studies in Sustainable Development at the Stockholm University/Stockholm Resilience Centre. Work experience Since 2010 Head of Corporate Governance at East Capital, Head of Communications/IR at East Capital Explorer, Investor Relations manager at Dometic Group, Financial communications consultant in at JKL Group. Shareholding in East Capital Explorer AB 2,700 shares. Karine Hirn Board member since 2010 Dependent in relation to the Company and its Management. Dependent in relation to the Company s major shareholders. Born Education Degree from EM Lyon, France and a post-graduate degree from IEP Paris. Work experience 1997 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, Head of East Bridge Bank in Moscow, Financial consultant Adex Finance in Nizhny-Novgorod. Other board assignments Number of Board assignments in the East Capital Group, including East Capital Holding AB, East Capital AB, East Capital Asia Ltd, East Capital Global Advisory Committee and French Foreign Trade Advisor in the network CCE. Shareholding in East Capital Explorer AB 611,542 shares. Alexander V. Ikonnikov Board member since 2007 Independent of the Company, Company management and the Company s major shareholders. Born Education 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. Work experience 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. Other board assignments Chairman of the Russian Independent Directors Association, Independent director and head of the nomination and remuneration committees in the National Depository Center, Russia. Also independent director and member of the audit committee in Sollers plc, Russia. Shareholding in East Capital Explorer AB 10,500 shares.

7 THE BOARD OF DIRECTORS 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 30 April 2012 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 4 May 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 2011 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 26,967, As of 31 December 2011, the company s equity amounted to EUR 293,454,913 of which EUR 289,826,854 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 April 2012 East Capital Explorer AB (publ) Board of Directors

8 Amendment of 7 of the articles of association (item 10) On the recommendation of the nomination committee, the board of directors proposes an amendment of the first sentence in 7 of the articles of association of the company so that the board of directors shall consist of 3-6 members with no deputy members. 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. 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 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. The CEO may also receive customary benefits of a limited scale. 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.

9 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 2011 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 26,967, As of 31 December 2011, the company s equity amounted to EUR 293,454,913, of which EUR 289,826,854 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 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 April 2012 East Capital Explorer AB (publ) Board of Directors

10 Reduction of the share capital by way of redemption of repurchased shares and increase of the share capital by way of a bonus issue (item 17) The board of directors proposes that the company s share capital is reduced by way of redemption of own shares. In order to effectuate such measure in an easy and time efficient manner, the board of directors further proposes that the company s share capital be increased through a bonus issue by an amount corresponding to the amount by which the share capital is reduced by way of redemption of own shares in accordance with the above and in addition thereto possibly by a minor amount in order to obtain an appropriate quota value. The board of directors therefore proposes that the AGM resolves in accordance with the following proposal. Resolutions adopted by the AGM pursuant to the below are to be adopted as one single resolution. The board of directors proposal for resolution to reduce the share capital by way of redemption of repurchased shares and appropriation of the amount into a fund at the disposal of the AGM (item 17 a)) The board of directors proposes that the AGM resolves that the company s share capital be reduced by EUR 118, The reduction shall be effected through redemption of 1,141,969 shares, each with a quota value of EUR The shares which are proposed to be redeemed have been repurchased by the company in accordance with the board of directors decision regarding repurchase according to the authorization given at the AGM The purpose of the reduction of the share capital is transfer to a fund to be used pursuant to resolution by the AGM. The board of directors report in accordance with Chapter 20, Section 13 of the Swedish Companies Act Pursuant to Chapter 20, Section 13, paragraph four of the Swedish Companies Act, the board of directors makes the following statement. The resolution on reduction of share capital through redemption of own shares pursuant to item 17 a), may be effectuated without obtaining the authorization from the Swedish Companies Registration Office or, in disputed cases, a court of general jurisdiction as the company simultaneously effectuates a bonus issue at a slightly higher amount as set out under item 17 b) below. All in all, these measures entail that neither the company s restricted equity nor its share capital is reduced. The effect of the board of directors proposal under item 17 a) is that the company s restricted equity and share capital is reduced by EUR 118, The effect of item 17 b) below is that the company s restricted equity and share capital is increased by EUR 121, through a bonus issue and thereby is restored to an amount exceeding the amount as prior to the reduction. The board of directors proposal regarding bonus issue (item 17 b) The board of directors proposes that the AGM resolves that the company s share capital be increased through a bonus issue by EUR 121, to EUR 3,630, through a transfer of EUR 121, from the company s non-restricted equity. No new shares shall be issued in connection with the bonus issue. The number of shares in the company will, after implementation of the increase of the share capital, be 33,709,706, each share with a quota value of EUR Authorization The board of directors proposes that the AGM resolves to authorize the company s CEO to make such small adjustments that may be necessary in connection with the registration of the resolutions according to item 17 with the Swedish Companies Registration Office and Euroclear Sweden AB.

11 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 of the shares represented at the meeting vote in favor of the proposal. * * * * The auditors report regarding the audit of the board of director s report in accordance with Chapter 20, Section 13 of the Swedish Companies Act, is attached to this proposal and will also be available at the AGM. * * * * Stockholm in April 2012 East Capital Explorer AB (publ) Board of Directors

12 Auditors report in accordance with Chapter 8, 54 of the Swedish Companies Act (2005:551) whether the guidelines for remuneration to senior management as approved by the Annual Meeting of the Shareholders has been complied with To the annual meeting of the shareholders in AB East Capital Explorer AB (publ.), Corporate identity number We have audited whether the Board of Directors and the Chief Executive Officer of East Capital Explorer AB (publ.) during the financial year 2011 have complied with the guidelines for remuneration to Group Executive Management which were approved by the Annual Meeting of the Shareholders held on April 12, 2011 respectively by the Annual Meeting of the Shareholders held on April 28, Responsibilities of the Board of Directors and the Chief Executive Officer The Board of Directors and the Chief Executive Officer are responsible for compliance with these guidelines and for such internal control as the Board of Directors and the Chief Executive Officer determine is necessary to supervise that the guidelines are complied with Auditor s responsibility Based on our audit, our responsibility is to express an opinion to the annual meeting of the shareholders as to whether the guidelines have been complied with. We conducted our audit in accordance with standard RevR 8 Audit of Remuneration to Officers in Listed Companies issued by Far, (the institute for the accountancy profession in Sweden). In following this standard, we have planned and performed the audit to obtain reasonable assurance whether the guidelines have, in all material respects, been complied with. Our audit has included a review of the organization for and the documentation supporting the remuneration to Group Executive Management, new decisions related to compliance with the guidelines and also a sample of payments made during the year to Group Executive Management. The auditor selects procedures, among other things by assessing the risk that the guidelines are not in all material respects complied with. In making this risk assessment, the auditor considers internal control relevant to compliance with the guidelines in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. We believe that our audit procedures provide a reasonable basis for our opinion as set out below Opinion In our opinion, the Board of Directors and the Chief Executive Officer of AB East Capital Explorer AB (publ.) have during the financial year 2011 complied with the guidelines for remuneration to Group Executive Management which were approved by the Annual Meeting of the Shareholders held on April 12, 2011 respectively by the Annual Meeting of the Shareholders held on April 28, 2010.

13 Stockholm April 3, 2012 KPMG AB Signature on Swedish original Carl Lindgren Authorized Public Accountant

14 Unauthorized translation of Swedish original Auditor s report pursuant to Chapter 20, Section 14 of the Swedish Companies Act (2005:551) concerning the Board of Directors statement pursuant Chapter 20, Section 13 of the Swedish Companies Act in respect of the proposition of cancellation of shares To the Annual General Meeting of East Capital Explorer AB (publ), Swedish Company Reg No: We have examined the Board of Directors statement dated April, The Board of Directors responsibility for the statement It is the Board of Directors that is responsible for the statement and for preparing it in accordance with the Swedish Companies Act and for such internal control as the Board of Directors determine is necessary to enable the preparation of the statement that is free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on the statement based on our examination. The examination was performed in compliance with the recommendation RevR 9 issued by Far, The Auditor s Other Statements Pursuant to the Swedish Companies Act and the Companies Ordinance. This standard requires that we comply with ethical requirements and plan and perform the examination to obtain reasonable assurance about whether the statement is free from material misstatements. The examination involves performing procedures to obtain audit evidence about the amounts and other disclosures in the Board of Directors statement. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement in the statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Board of Directors preparation of the statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. The examination also includes evaluating the appropriateness of actions taken in connection with the company s restricted equity or share capital as well as the reasonableness of the assessments made by the Board of Directors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the actions that are to be taken and that will result in no reduction of either the restricted equity or share capital of the company are appropriate and the assessments that the Board of Directors has made concerning the effects of these actions are correct. Stockholm, April 3, 2012 KPMG AB Carl Lindgren Authorized Public Accountant