Regulatory News:
The shareholders of Boliden AB (publ) (STO:BOL) (TSX:BLS) are
summoned to the Annual General Meeting to be held on Tuesday, May
5, 2015 at 1.30 p.m. (CET). The Annual General Meeting will be held
at Silviahallen in Garpenberg. The registration will open at 1 p.m.
(CET) and a light lunch will be served from 12 p.m. (CET).
Participation
Shareholders who wish to participate in the Annual General
Meeting must be registered in the company’s share register
maintained by Euroclear Sweden AB on Tuesday, April 28, 2015 (see
below regarding re-registration of nominee registered shares), and
must give notice of participation to the company on the company’s
website, www.boliden.com, by telephone +46 8 32 94 29 or by mail to
Boliden AB, c/o Computershare AB, Box 610, 182 16 Danderyd, Sweden.
Notice of participation must be given no later than Tuesday, April
28, 2015.
When giving notice of participation, shareholders shall state
their name, identification or registration number, address and
telephone number as well as the number of attending assistants. The
information provided will be processed and used only for the
purpose of the Annual General Meeting.
Nominee Shares
Shareholders whose shares are nominee registered must, no later
than on Tuesday, April 28, 2015, temporarily be entered into the
share register kept by Euroclear Sweden AB in their own name in
order to be entitled to participate in the Annual General Meeting.
A request for such re-registration must be submitted to the nominee
well in advance of said date.
Proxy
Shareholders represented by proxy must issue a power of
attorney. Form of power of attorney is available on the company’s
website www.boliden.com. A power of attorney issued by a legal
person must be accompanied by a certified copy of the legal
person’s certificate of registration. A power of attorney is valid
one year from its issue date or such longer time period as set out
in the power of attorney, however not longer than a maximum of five
years. The certificate of registration shall evidence the
circumstances on the date of the Annual General Meeting and should
not be older than one year at the time of the Annual General
Meeting.
In order to facilitate the registration at the Annual General
Meeting, powers of attorney in original, certificates of
registration and other documents of authority should be sent to
Boliden AB, c/o Computershare AB, Box 610, 182 16 Danderyd, well in
advance of the day of the Annual General Meeting.
Entrance Card
The notice of participation will be confirmed by an entrance
card, which shall be presented in connection with the registration
at the Annual General Meeting.
Proposed Agenda
1. Opening of the Annual General 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 two persons to verify the minutes together with
the Chairman
6. Determination whether the Meeting has been duly convened
7. Presentation of the annual report and auditors’ report as
well as the consolidated financial statements and auditors report
for the Group (including the auditor's statement regarding current
guidelines for remuneration to the Group Management)
8. Report on the work of the Board of Directors, its
Remuneration Committee and its Audit Committee
9. The President’s address
10. Report on the audit work during 2014
11. Resolutions regarding adoption of the income statement and
balance sheet as well as the consolidated income statement and
consolidated balance sheet
12. Resolution regarding appropriation of the company’s profit
in accordance with the adopted balance sheet and determination of
the record day for the right to receive dividend
13. Resolution regarding discharge from liability of the members
of the Board of Directors and the President
14. Report on the work of the Nomination Committee
15. Resolution on the number of Board members and auditors to be
appointed by the Annual General Meeting
16. Resolution on fees for the Board of Directors
17. Election of the Members and Chairman of the Board of
Directors
18. Resolution on fees for the auditor
19. Resolution on the appointment of auditor
20. Resolution regarding guidelines for compensation for the
Group Management
21. Election of members of the Nomination Committee
22. Questions
23. Closing of the Annual General Meeting
Nomination Committee
The Nomination Committee has consisted of Anders Algotsson (AFA
F�rsäkring), Jan Andersson (Swedbank Robur fonder), Chairman of the
Nomination Committee, Hans Ek (SEB Investment Management),
Lars-Erik Forsgårdh, Frank Larsson (Handelsbanken Fonder), Anders
Oscarsson (AMF) and Anders Ullberg (Chairman of the Board of
Directors).
Election of Chairman (item 2)
The Nomination Committee proposes that Anders Ullberg be elected
Chairman of the meeting.
The Board of Directors’ proposals for resolution on the
appropriation of the profit according to the adopted balance sheet
and determination of the record date for the dividend (item 12)
The Board of Directors proposes a dividend to the shareholders
of SEK 2,25 (1,75) per share and that Thursday, May 7, 2015 shall
be the record date for the right to receive dividends. Provided the
Annual General Meeting resolves in accordance with the proposal,
the dividend is expected to be distributed through Euroclear Sweden
AB on Tuesday, May 12, 2015.
Resolution on the number of Directors and auditors appointed by
the Annual General Meeting (item 15)
The Nomination Committee proposes the appointment of eight Board
members and one registered accounting firm as auditor.
Resolution regarding remuneration to the Board of Directors
(item 16)
The Nomination Committee has proposed that the Chairman of the
Board shall be remunerated with a fee of SEK 1 300 000
(1 200 000) and that each of the other Directors elected by
the Annual General Meeting not employed by the company, shall be
remunerated with a fee of SEK 480 000 (460 000).
Furthermore, it is proposed that unchanged fees shall be paid to
the Audit Committee, with SEK 150 000 to the Chairman of the
Audit Committee and SEK 75 000 to each of its members and that
unchanged fees of SEK 50 000 shall be paid to each of the
members of the Remuneration Committee.
In connection with the Nomination Committee’s proposal for fees
to the Board members, the Board of Directors proposes, provided
that it is cost-neutral for Boliden and after a written agreement
between Boliden and a Swedish limited liability company
wholly-owned by a Board member, that board fees may be invoiced by
the company wholly-owned by the Board member. In such case, the
invoiced fee shall be increased with an amount corresponding to
social security payments and value added tax all pursuant to
law.
Election of Board of Directors and Chairman of the Board (item
17)
The Nomination Committee proposes re-election of Board members
Marie Berglund, Staffan Bohman, Tom Erixon, Lennart Evrell, Ulla
Litzén, Michael G:son L�w and Anders Ullberg and that Elisabeth
Nilsson is elected as new Board member. Elisabeth Nilsson, is
County Governor of Österg�tland. She has a B.Sc. in Mine
Engineering and is a former Managing Director of the Swedish Steel
Producers’ Association. Elisabeth Nilsson has also worked for the
SSAB Group as Head of Metallurgy in Oxel�sund and as Managing
Director of SSAB Merox. She is a Member of the Board of Directors
of Outokumpu and a delegate to the Annual General Meeting of
Skandia Mutual Life Insurance Company. The Nomination Committee
also proposes re-election of Anders Ullberg as Chairman of the
Board of Directors. Resolution on the remuneration to the auditor
(item 18) The Nomination Committee proposes that the auditor's fees
shall be paid in accordance with approved invoices.
Election of auditor (item 19)
The Nomination Committee proposes election of the accounting
firm Deloitte AB as auditor for the period until the next Annual
General Meeting.
Decision regarding guidelines for compensation to Group
Management (item 20)
The Group Management consists of the President and four senior
executives. The Board of Directors proposes the following
guidelines for compensation etc. (unchanged from the previous
year): Compensation to senior executives shall comprise of fixed
salary, variable compensation, if any, other benefits and pension.
The total compensation shall be on market terms and shall be
competitive. The fixed salary shall be related to the
responsibilities and authority of the senior executive in question.
The variable compensation shall not exceed 60 percent for the
President of the fixed salary and 40 or 50 percent for other senior
executives and shall be based on results achieved compared with
established goals. A termination notice period of 6 to 12 months is
normally applied in the event of notice of termination of
employment by the company, and of 3 to 6 months in the event of
notice of termination by the individual. Severance compensation, if
any, should not exceed 18 months salaries and can only be payable
in the event the termination is initiated by the company. In no
event can the individual receive a total compensation (notice
period and severance payment) exceeding 24 months salaries. Pension
benefits shall be defined contribution. The retirement age is 65.
The variable compensation shall not be included in the basis for
calculation of pension.
The Remuneration Committee submits proposals to the Board of
Directors regarding compensation etc. of the President.
Furthermore, the Remuneration Committee prepares the principles for
compensation to the Group Management and approves, on proposal from
the President, compensation etc. to the Group Management.
Election of members to the Nomination Committee (item 21)
The Nomination Committee proposes that Jan Andersson (Swedbank
Robur fonder), Ulrika Danielsson (Andra AP-fonden), Lars-Erik
Forsgårdh, Elisabet Jamal Bergstr�m (Handelsbanken Fonder) and
Anders Ullberg (Chairman of the Board of Directors) are appointed
as new Nomination Committee members.
Shares and Votes
Boliden’s share capital amounts to SEK 578 914 338 distributed
among 273 511 169 shares and votes. The company holds no own
shares.
Further Information
Information regarding the proposed Board members and the
Nomination Committee’s motivated statement are available on the
company’s website at www.boliden.com.
The annual report and the auditor’s report together with the
auditor´s statement on compliance with the guidelines on
compensation to Group Management, and The Board of Director´s
proposed allocation of profits and statement in accordance with
chapter 18, section 4 of the Swedish Companies Act will be
available on www.boliden.com and at the company’s head office,
Klarabergsviadukten 90 in Stockholm, Sweden, as of Tuesday April
14, 2015. The documents may also be ordered from the company.
Shareholders’ right to information
The Board of Directors and the President may, if requested by a
shareholder and if the Board deems it to be without material harm
to the company, provide information regarding circumstances that
may influence the assessment of either an agenda item, or the
company’s or a subsidiary’s financial situation or the company’s
relation to another group company. Those who wish to pose questions
may submit these in advance to Boliden AB, c/o Computershare AB,
Box 610, 182 16 Danderyd, Sweden or via e-mail to:
arsstamma@boliden.com.
Stockholm, April 2015Boliden AB (publ)The Board of Directors
Boliden is a metals company with a commitment to sustainable
development. Our roots are Nordic, but our business is global. The
company’s core competence is within the fields of exploration,
mining, smelting and metals recycling. Boliden has a total of
approximately 4,900 employees and a turnover of SEK 37 billion. Its
shares is listed on NASDAQ OMX Stockholm, segment Large Cap.
www.boliden.comThis information was brought to you by Cision
http://news.cision.com
Boliden AB (publ)Marcela SylvanderCommunication ManagerTel +46 8
610 15 00
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