Invitation to the Annual General Meeting of AarhusKarlshamn AB (publ)

Mon Mar 25, 2013 5:09am EDT

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KARLSHAMN, Sweden--(Business Wire)--
Regulatory News: 

The shareholders of AarhusKarlshamn AB (publ)(STO:AAK) are hereby invited to
attend the Annual General Meeting to be held on Friday 3 May 2013 at 2.00 p.m.
at Europaporten Kongresscenter, Stadiongatan 25 in Malmö, Sweden. The
registration for the Annual General Meeting starts at 1.00 p.m. 

A.CONDITIONS FOR ATTENDANCE Shareholders who wish to attend the Annual General
Meeting must be recorded in the Shareholders` Register maintained by Euroclear
Sweden AB on Friday 26 April 2013, and must notify the company of their
intention to attend the Annual General Meeting no later than Friday 26 April
2013 at 4.00 p.m. The notification of attendance, which may be made in
accordance with any of the alternatives specified below, shall state name,
address, day-time telephone number, personal or corporate identity number, and
the number of shares held. Shareholders who intend to bring assistance shall
notify this within the same time limits as for the notification of their own
attendance. Shareholders represented by an authorised representative should
enclose a proxy in original to their notification. A proxy form is available on
the company website www.aak.com and will be sent by post to shareholders
notifying the company and informing the company of their address. Representative
of a legal entity shall submit a copy of the registration certificate or
corresponding papers of authorisation evidencing the persons authorised to act
on behalf of the legal entity. 

Address: AarhusKarlshamn AB, Helena Raihle, Jungmansgatan 12, SE-211 19 Malmö,
Sweden (please mark the envelope "Annual General Meeting 2013") Telephone: +46
733 998 315 Website: www.aak.com E-mail: helena.raihle@aak.com

In order to participate at the Annual General Meeting, shareholders with
nominee-registered shares must request their bank or broker to have the shares
temporarily owner-registered with Euroclear Sweden AB. Such re-registration must
be executed no later than Friday 26 April 2013. The shareholders must therefore
notify the nominee of their request to have the shares re-registered in due time
before Friday 26 April 2013. 

B. AGENDA 

1. Opening of the Meeting. 

2. Election of Chairman of the Meeting. 

3. Preparation and approval of the voting list. 

4. Approval of agenda. 

5. Nomination of persons to verify the Minutes of the Meeting. 

6. Determination of whether the Annual General Meeting has been properly
convened. 

7. Report by the Managing Director. 

8. Presentation of the Annual Report, the Auditor`s Report and the Consolidated
Financial Statements and the Group Auditor`s Report for the financial year 2012.


9. Resolutions as to: 

a) adoption of the Income Statement and the Balance Sheet and the Consolidated
Income Statement and the Consolidated Balance Sheet, as per 31 December 2012; 

b) appropriation of the company`s profit according to the adopted Balance Sheet
and record day for dividend; 

c) discharge from liability of the Board of Directors and the Managing Director.


10. Determination of the number of Directors of the Board. 

11. Determination of fees to the Board of Directors and auditor. 

12. Election of members of the Board of Directors and auditor. 

13. Proposal regarding the Nomination Committee. 

14. Proposal regarding guidelines for remuneration of senior executives. 

15. Closing of the Annual General Meeting. 

Election of Chairman of the Meeting (item 2) The Nomination Committee has
proposed that Melker Schörling shall be elected Chairman of the Annual General
Meeting 2013. 

Proposal regarding the appropriation of the company`s profit (item 9 b) The
Board of Directors has proposed that a dividend of SEK 5.25 per share be
declared for the financial year 2012. As record day for the dividend, the Board
of Directors proposes Wednesday 8 May 2013. If the Annual General Meeting
resolves in accordance with the proposal, the dividend is expected to be
distributed by Euroclear Sweden AB on Tuesday 14 May 2013. 

Proposal regarding the election of the Board of Directors, auditor and
determination of fees (items 10-12) In respect of the Annual General Meeting
2013, the Nomination Committee consists of Chairman Mikael Ekdahl (Melker
Schörling AB), Carl Bek-Nielsen (United International Enterprises), Henrik
Didner (Didner & Gerge Fonder), Åsa Nisell (Swedbank Robur fonder) and Lars-Åke
Bokenberger (AMF Fonder). 

The Nomination Committee has proposed the following: 

- The number of directors shall be six without any deputy directors. 

- The total fee payable to the Board of Directors shall be SEK 1,950,000
(including remuneration for committee work) to be distributed among the
directors as follows: SEK 500,000 to the Chairman and SEK 250,000 to each of the
other directors elected at a general meeting and not employed by the company.
Remuneration for committee work shall be payable as follows: SEK 200,000 to the
Chairman of the Audit Committee and SEK 100,000 to each of the other members of
the Audit Committee, SEK 100,000 to the Chairman of the Remuneration Committee
and SEK 50,000 to each of the other members of the Remuneration Committee. The
auditor shall be remunerated in accordance with agreement. 

- Re-election of the board members Melker Schörling, Märit Beckeman, Ulrik
Svensson and Arne Frank and new-election of Märta Schörling and Lillie Li
Valeur. 

Carl-Bek Nielsen, Martin Bek-Nielsen and Harald Sauthoff have declined
re-election. Mikael Ekdahl will continue as secretary of the Board and its
Committees. 

- Re-election of Melker Schörling as Chairman of the Board. 

- Re-election of the accounting firm PricewaterhouseCoopers, for a period of
mandate of one year, consequently up to and including the Annual General Meeting
2014, whereby the accounting firm has informed that the authorised public
accountant Sofia Götmar Blomstedt will be appointed as auditor in charge. 

Märta Schörling (born 1984) has a MSc in Business Administration from Stockholm
School of Economics and is currently Project Manager at Pond Innovation & Design
and is a board member in Melker Schörling AB (publ) since 2010. 

Lillie Li Valeur (born 1970) is currently Vice President and Business Unit
Director in China, Hong Kong and Macau at Arla Foods amba in Århus, Denmark and
has been working in the Arla Foods Group since 2002. Lillie Li Valeur has former
experiences from working in the Novartis Group and Bain & Co. 

Proposal regarding the Nomination Committee (item 13) Shareholders, jointly
representing approximately 57.6 percent of the shares and votes in the company
as per 28 February 2013, have notified the company of their proposal regarding
Nomination Committee. 

Proposal regarding Nomination Committee in respect of the Annual General Meeting
2014 

· The Nomination Committee shall have four members. 

· Re-election of Mikael Ekdahl (Melker Schörling AB), Henrik Didner (Didner &
Gerge Fonder), Åsa Nisell (Swedbank Robur fonder) and Lars-Åke Bokenberger (AMF
Fonder) as members of the Nomination Committee in respect of the Annual General
Meeting 2014. 

· Mikael Ekdahl shall be re-elected Chairman of the Nomination Committee. 

· In case a shareholder, represented by a member of the Nomination Committee, is
no longer one of the major shareholders of AarhusKarlshamn AB, or if a member of
the Nomination Committee is no longer employed by such shareholder or for any
other reason leaves the Nomination Committee before the Annual General Meeting
2014, the Committee shall be entitled to appoint another representative among
the major shareholders to replace such member. 

Tasks of the Nomination Committee Prior to the Annual General Meeting 2014, the
Nomination Committee shall prepare and submit proposals for the election of
Chairman and other members of the Board of Directors and auditor, the election
of Chairman of the Annual General Meeting, fees to the Board of Directors and
auditor and matters related thereto. 

Proposal regarding guidelines for remuneration to senior executives (item 14)
The Board of Directors proposes that the Annual General Meeting resolves on
guidelines for remuneration of senior executives, principally entailing that
salaries and other terms of remuneration of the management shall be competitive
and in accordance with market conditions. In addition to fixed salary, the
management may also receive variable remuneration with a pre-determined cap of
70 percent of the fixed annual salary based on the outcome of targeted results
on group level and in the individual area of responsibility, as well as other
benefits. In addition to said variable remuneration, incentive programmes
related to the share or share price can be resolved upon from time to time.
Pension benefits shall be either income or fee based or a combination of both,
with an individual pension age, however, not less than 60 years. On notice of
termination by a senior executive, a notice period of six months shall apply
without any right to severance pay. At dismissal by the company, the notice
period shall be twelve months with a possible right to severance pay with a
predetermined cap of maximum twelve months. The Board of Directors shall be
entitled to deviate from the guidelines if, in an individual case, there are
particular grounds for such deviation. 

C. AVAILABLE DOCUMENTS AND INFORMATION REGARDING NUMBER OF SHARES AND VOTES IN
THE COMPANY The accounts and the auditor`s report (the annual report) and the
complete proposals of the Board of Directors with respect to item 9 b and 14 and
all related documents will be available to the shareholders at the company as
from Friday 12 April 2013. Copies of the documents will be sent on request to
shareholders who state their postal address and will also be available on the
company website www.aak.com and at the Annual General Meeting. 

The total number of shares and votes in the company amount to 40,898,189. All
shares are of the same class. 

D. INFORMATION AT THE ANNUAL GENERAL MEETING The Board and the President shall
at the Annual General Meeting, if a shareholder so requests and the Board of
Directors believes that it can be done without significant harm to the company,
provide information regarding circumstances that (i) may affect the assessment
of an item on the agenda, (ii) circumstances that may affect the assessment of
the company`s or its subsidiaries` financial position or information concerning
(iii) the company`s relation with other companies within the group. 

Malmö in March 2013 AarhusKarlshamn AB (publ) The Board of Directors 

This is a non official translation of the Swedish original wording. In case of
differences between the English translation and the Swedish original, the
Swedish text shall prevail. 

The information is that which AarhusKarlshamn AB (publ) is obliged to publish
under the provisions of the Stock Exchange and Clearing Operations Act and/or
the Trading in Financial Instruments Act. The information was released to the
media for publication on March 25, 2013 at 10 am CET. 

AarhusKarlshamn is one the world`s leading producers of high value-added
speciality vegetable fats. These fats are characterized by a high technological
content and are used as substitute for butter-fat and cocoa butter, transfree
solutions for fillings in chocolate and confectionery products, and in the
cosmetics industry. AarhusKarlshamn has production facilities in Denmark,
Mexico, the Netherlands, Sweden, Great Britain, Uruguay and the US. The company
is organised in three Business Areas; Food Ingredients, Chocolate and
Confectionery Fats and Technical Products & Feed. Further information on
AarhusKarlshamn can be found on the company`s website www.aak.com. 

This information was brought to you by Cision http://news.cision.com

Fredrik Nilsson, Director Group Controlling and Investor Relations
Phone: + 46 40 627 83 34
Mobile: + 46 708 95 22 21 

Copyright Business Wire 2013