Notice to attend the Annual General Meeting
The shareholders of SSAB AB (publ) (company registration number 556016-3429) are hereby given notice to attend the Annual General Meeting to be held on Wednesday, April 8, 2015, at 1 pm.
Clarion Hotel Stockholm (Skanstull)
Ringvägen 98, Stockholm
In order to be entitled to participate at the meeting, shareholders must be included in the printout of the share register that is made by Euroclear Sweden AB on Tuesday, March 31, 2015 and give notice of their intention to participate at the meeting not later than on Tuesday, March 31, 2015, preferably before 12 noon.
Notice in respect of participation at the Annual General Meeting may be given via the Company’s website, AGM 2015, or by telephone on +46 8 45 45 760.
The name, personal identification number (or company registration number), address and telephone number of the shareholder must be provided in the notice.
In order to be entitled to participate at the Annual General Meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name. Such re-registration must be effected at Euroclear Sweden AB on Tuesday, March 31, 2015. Thus, the nominee should be contacted in ample time prior to that date.
Since the shareholders that are registered within the Finnish book-entry system at Euroclear Finland Ltd are nominee registered at Euroclear Sweden AB, those shareholders wishing to participate in the meeting must contact Euroclear Finland Ltd by e-mail at firstname.lastname@example.org or by phone on +358 (0)20 770 6609, for registration of their shares in their own name well in advance of Tuesday, March 31, 2015.
Proxies in original and, with respect to a legal entity, a certificate of registration, should be submitted in ample time prior to the Annual General Meeting to: SSAB AB, Årsstämman, Box 7832, 103 98 Stockholm, Sweden. The Company provides proxy forms for shareholders wishing to be represented by a proxy. The form is available on the Company’s website, www.ssab.com and will be sent to those shareholders who so request and state their mailing address. Order may be placed by telephone on +46 8 45 45 760.
Admission cards entitling the holder to participate at the Annual General Meeting will be distributed prior to the Annual General Meeting to those shareholders who have submitted applications. It is anticipated that shareholders will receive admission cards not later than on Tuesday, April 7, 2015. Any shareholder that has not received an admission card prior to the Annual General Meeting will be able to obtain an admission card from the information desk, upon presentation of identification.
1. Election of a chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda proposed by the Board of Directors
4. Election of one or two persons to attest the minutes of the meeting
5. Determination whether the meeting has been duly convened
6. Presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the auditor’s report for the Group. In connection therewith:
a) An address by the Chairman of the Board
b) An address by the President
c) A report by the auditor-in-charge regarding the audit work
7. Resolutions regarding:
a) Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
b) Allocation of the Company’s result in accordance with the adopted balance sheet
c) Discharge from liability for the directors and the President
8. A report regarding the work of the Nomination Committee
9. Determination of the number of directors
10. Determination of fees for the Chairman of the Board, directors and auditors
11. Election of the Board of Directors
12. Election of the Chairman of the Board
13. Resolutions regarding number of auditors and auditor election
14. Approval of guidelines for determination of salaries and other compensation for the President and other senior executives
15. a) – f) Shareholder propositions from Mr Thorwald Arvidsson that the Annual General Meeting shall resolve to adopt a zero vision regarding workplace accidents within the Company and a vision on absolute equality on all levels within the Company between men and women, to instruct working groups to implement these visions, and to each year in writing report the outcome of these items.
16. Closing of the Annual General Meeting
A. The Nomination Committee proposes:
The Nomination Committee consists of Anders Nyberg, Industrivärden (Chairman of the Nomination Committee); Kari A. J. Järvinen, Solidium Oy; Åsa Nisell, Swedbank Robur Fonder; Lars-Eric Aaro, LKAB; Frank Larsson, Handelsbanken fonder and Sverker Martin-Löf (Chairman of the Board of Directors).
1. that attorney Sven Unger be appointed to chair the meeting;
9. that there be eight directors;
10. that Board fees be paid in the amount of SEK 1,650,000 to the Chairman of the Board and SEK 550,000 to each director who is not employed in the Group. Compensation to directors in respect of committee work shall be paid in the amount of SEK 100,000 each, with the exception of the position of Chairman of the Audit Committee, for which payment shall be made in the amount of SEK 125,000. Fees shall be paid to the auditor in accordance with approved invoices;
11. that the following directors be re-elected: Petra Einarsson, Kim Gran, Matti Lievonen, Martin Lindqvist, Annika Lundius, John Tulloch and Lars Westerberg. Sverker Martin-Löf and Jan Johansson have declined re-election. Election of Bengt Kjell as new board member.
12. that Bengt Kjell be elected as Chairman of the Board;
13. that the auditors shall be one registered auditing company and that PwC be re-elected as auditors for another year until the Annual General Meeting of 2016.
B. The Board of Directors proposes:
7 b). Allocation
The Board of Directors propose that no dividends be paid for the financial year 2014.
14. Approval of guidelines for determination of salaries and other compensation for the President and other senior executives.
Compensation to the President and other members of the Company’s senior management shall comprise of:
- fixed salary,
- possible variable compensation,
- other benefits such as company car, and
“Other members of the Company’s senior management” means a member of the Group Executive Committee, currently nine persons other than the President. The total compensation package shall be at market terms and conditions and competitive on the employment market on which the executive works. Fixed salary and variable compensations shall be related to the executive’s responsibilities and authority. The variable compensations shall be based on results as compared with defined and measurable targets and shall be subject to a ceiling in relation to the fixed salary. The variable compensations shall not be included in the basis for computation of pension, except in those cases where so provided in the rules of a general pension plan, e.g. the Swedish ITP plan. For senior executives outside Sweden, all or parts of the variable compensations may be included in the basis for pension computation due to legislation or competitive practice on the local market.
The variable compensation programs should be structured such that the Board of Directors has the possibility, should exceptional circumstances prevail, to restrict the payment of variable compensations, or to decline to make such payment, where such a measure is deemed reasonable and compatible with the Company's responsibilities to its shareholders, employees and other stakeholders.
Consultant fees in line with prevailing market conditions may be payable insofar as any director performs work on behalf of the Company, in addition to the Board work.
The period of notice of termination of employment for senior executives in Sweden shall be six months in the event of termination by the executive. In the event of termination by the Company, the total of the period of notice of termination and the period during which severance compensation is payable shall not exceed 24 months. Pension benefits shall be either benefit-based or contribution-based or a combination thereof, with individual retirement ages, however in no case earlier than the age of 60. Benefit-based pension benefits are conditional on the benefits being earned during a pre-determined period of employment. In the event the employment terminates prior to the retirement age, the executive shall receive a paid-up policy for earned pension. For senior executives outside Sweden, the termination period and severance compensation may vary due to legislation or competitive practice on the local market.
The Board of Directors shall be entitled to deviate from the guidelines where special reasons exist in an individual case.
For detailed information regarding current compensation structures, reference is made to note 2 in the Annual Report for the financial year 2014.
C. Shareholder proposal from Mr Thorwald Arvidsson:
15. Shareholder proposals from Mr Thorwald Arvidsson that the Annual General Meeting shall resolve:
a) to adopt a vision zero regarding workplace accidents within the Company
b) to instruct the Board of Directors of the Company to set up a working group to implement this vision zero
c) that the result annually shall be reported in writing to the Annual General Meeting, as a suggestion by including the report in the printed version of the Annual Report
d) to adopt a vision on absolute equality on all levels within the Company between men and women
e) to instruct the Board of Directors of the Company to set up a working group with the task of implementing also this vision in the long term as well as closely monitor the development on both the equality and the ethnicity area
f) to annually submit a report in writing to the Annual General Meeting, as a suggestion by including the report in the printed version of the Annual Report
Information at the Annual General Meeting
The shareholders are entitled to some information at the Annual General Meeting. The Board of Directors and the President shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relation to other companies within the group.
The annual report and auditor’s report, the auditor’s opinion whether the annual general meeting’s guidelines for compensation to senior executives have been complied with, and shareholders proposals will be available at the Company's offices on Klarabergsviadukten 70, D6, Stockholm and on the Company's website, www.ssab.com commencing Wednesday, March 18, 2015 and will be sent to those shareholders who so request and state their address. Orders may be placed by telephone on +46 8-45 45 760.
A printed version of the annual report will also be available at the Company’s offices at the above address commencing week 13.
Number of shares and votes
In the Company, there are 304,183,270 class A shares, each with one vote per share, and 245,062,240 class B shares, each with 1/10 vote per share, entailing that in total there are 549,245,510 shares and 328,689,494 votes in the Company.
Stockholm, March 2015
SSAB AB (publ)
The Board of Directors
Registration will commence at 11.30 am and coffee and cake will be served before the meeting commences.
This information is published by SSAB pursuant to the requirements of the Finnish Securities Market Act and the Swedish Securities Market Act. Submitted for publication at 8.30am CET, March 4, 2015.