A. RIGHT TO PARTICIPATE AND NOTIFICATION OF ATTENDANCE
In order to participate at the Extra General Meeting, shareholders must be listed in the shareholder register maintained by Euroclear Sweden AB on Thursday, 15 August 2013, and notify the Company of their intention to participate at the Meeting no later than Thursday, 15 August 2013, preferably before 4 p.m. Notification of intention to participate at the Meeting can be made by filling out a form on Indutrade’s website, www.indutrade.se, by post to Indutrade Aktiebolag, Box 6044, SE-164 06 Kista, Sweden or by phone at +46-8-703 03 00. The notification must state the shareholder’s name, national ID number/corporate registration number, address and phone number. (Information provided in the notification will be data-processed and used only for the Extra General Meeting.) Shareholders are entitled to bring one or two assistants. Proxies, registration certificates and other authorisation documents must be available at the Extra General Meeting, and should, in order to facilitate entrance to the Meeting, be sent to the Company by no later than Friday, 16 August 2013. Proxies must be presented in the original.
Shareholders whose shares are registered in the name of a nominee must request registration of their shares in their own names in the shareholder register as per Thursday, 15 August 2013, in order to be entitled to participate in the Meeting. Such registration may be temporary.
B. ITEMS OF BUSINESS
B.I Proposed agenda
1. Opening of the Meeting
2. Election of a Chairman to preside over the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to check the minutes
6. Determination as to whether the Meeting has been duly convened
7. Resolution on the number of directors
8. Resolution on directors' fees
9. Election of directors as well as Chairman and Vice Chairman of the Board
10. Closing of the Meeting
B.II Election of Chairman to preside over the Meeting, Board of Directors, etc.
The Nomination Committee has been composed of Anders Nyberg, Industrivärden; Claes Boustedt, L E Lundbergföretagen; Anders Algotsson, AFA Insurance; Håkan Sandberg, Handelsbanken Pension Foundation and Handelsbanken Pension Fund; and Bengt Kjell, Chairman of the Board of Indutrade. Anders Nyberg served as Nomination Committee chair. The Nomination Committee proposes the following:
Klaes Edhall, attorney.
Number of directors:
The Board shall be expanded with one director and thus consist of a total of eight directors, without any deputies.
A fee of SEK 375,000 (annual fee) is proposed for the Vice Chairman of the Board. Other director’s fees, including fees for committee work, resolved by the Annual General Meeting 2013 are proposed to remain unchanged.
Election of directors as well as Chairman and Vice Chairman of the Board:
New election of Fredrik Lundberg and Lars Pettersson as directors of the Board. Mats Olsson has announced that he wishes to resign from his appointment in connection with the Extra General Meeting. The other directors elected by the Annual General Meeting 2013 Johnny Alvarsson, Eva Färnstrand, Bengt Kjell, Martin Lindqvist, Ulf Lundahl and Krister Mellvé will continue throughout the remaining term.
Fredrik Lundberg is proposed as Chairman of the Board. Bengt Kjell is proposed as Vice Chairman of the Board.
Fredrik Lundberg was born in Sweden in 1951 and is currently President and CEO of L E Lundbergföretagen. Fredrik has a Master of Science in Engineering from KTH in Stockholm and a Master of Business Administration from Stockholm School of Economics. Fredrik also holds a Doctorate of Science in Economics (Honoris Causa) from Stockholm School of Economics and a Doctorate of Science in Engineering (Honoris Causa) from Linköping University. Fredrik is Chairman of the Board in Holmen and Hufvudstaden, Vice Chairman of the Board in Svenska Handelsbanken and director of the Board in Industrivärden, L E Lundbergföretagen and Sandvik.
Lars Pettersson was born in Sweden in 1954 and has previously been President of Sandvik, Sandvik Materials Technology, Sandvik Tooling and Sandvik Coromant. Lars holds a Master of Science in Engineering Physics from Uppsala University and also a PhD (Honoris Causa) from Uppsala University. Lars is director of the Board in PMC Group, Uppsala University and L E Lundbergföretagen.
C. SHARES AND VOTES
The number of shares and votes in the Company at the time of this notice was 40,000,000.
The Nomination Committee’s complete proposal for decision and its reasoned opinion as well as the proxy forms will be available at the Company for the shareholders and on the Company's website, www.indutrade.se. These documents can also be ordered by post from Indutrade Aktiebolag, Box 6044, SE-164 06 Kista, Sweden, or by e-mail: firstname.lastname@example.org, and will also be sent to shareholders who so request, provided they provide their postal address. The Nomination Committee’s complete proposal for decision and its reasoned opinion will also be available at the Extra General Meeting.
E. DISCLOSURES AT THE EXTRA GENERAL MEETING
The Board of Directors and President shall, if requested by any shareholder, and if the Board believes that it can be done without causing material harm to the Company, provide disclosures on conditions that could affect the assessment of a matter on the agenda, including conditions of the Company's relations with another Group company. A shareholder who wishes to submit questions in advance can do so by post to Indutrade AB, Box 6044, SE-164 06 Kista, Sweden, or by e-mail to email@example.com.
Stockholm, July 2013
Indutrade Aktiebolag (publ)
The Board of Directors