Annual General Meeting in Alfa Laval AB (publ).STOCKHOLM Stockholm (stŏk`hôlm'), city (1995 pop. 692,954), capital of Sweden and of Stockholm co., E Sweden, situated where Lake Mälaren flows into the Baltic Sea. , Sweden Sweden, Swed. Sverige, officially Kingdom of Sweden, constitutional monarchy (2005 est. pop. 9,002,000), 173,648 sq mi (449,750 sq km), N Europe, occupying the eastern part of the Scandinavian peninsula. -- Regulatory News: The Shareholders in Alfa Laval Alfa Laval AB is a Swedish company, founded in 1883 by Gustaf de Laval and Oscar Lamm. The company is a leading producer of specialized products and solutions used to heat, cool, separate and transport products such as oil, water, chemicals, beverages, foodstuffs, starch and AB (publ) (STO STO Store (calculator function) STO Société de Transport de l'Outaouais (French) STO Strategic Technology Office (DARPA) STO Security Through Obscurity STO Service to Others :ALFA Al´fa n. 1. A plant (Macrochloa tenacissima) of North Africa; also, its fiber, used in paper making. ) are hereby given notice to attend the Annual General Meeting held on Monday 20 April 2009 at 4 pm at Fars Fars (färs) or Farsistan (färsĭstän`), province (1991 pop. 3,543,828), c.51,500 sq mi (133,400 sq km), SW Iran. Shiraz is the capital and chief city, located in an oasis occupying a valley c. & Frosta Sparbank Arena, Klostergardens idrottsomrade, Stattenavagen, Lund, Sweden. Registration for the meeting begins at 3.30 pm. After the meeting, refreshments re·fresh·ment n. 1. The act of refreshing or the state of being refreshed. 2. Something, such as food or drink, that refreshes. 3. refreshments A snack or light meal and drinks. will be served. Program for Shareholders In connection with the meeting, there will be an opportunity to view the production of plate heat exchangers The plate heat exchanger (PHE) was invented by Dr Richard Seligman in 1923 and revolutionised methods of indirect heating and cooling of fluids. A plate heat exchanger is a type of heat exchanger that uses metal plates to transfer heat between two fluids. at the Lund facility. The tour begins with a gathering at Fars & Frosta Sparbank Arena, not later than 1.30 pm. Busses will then transport the visitors to the production facility and afterwards af·ter·ward also af·ter·wards adv. At a later time; subsequently. afterwards or afterward Adverb later [Old English æfterweard] Adv. 1. back to the premises at which the meeting will be held. The number of visitors on the tour is limited, and a notification of participation in the tour shall be made in connection with the notification of participation in the Annual General Meeting. 1.30 The buses depart from Fars & Frosta Sparbank Arena to the Alfa Laval production facility in Lund 3.00 Coffee is served adjacent to the premises at which the meeting is held 3.30 Registration for the Annual General Meeting begins 4.00 The Annual General Meeting is opened Right to participate A Shareholder who wishes to participate in the meeting and have the right to vote shall * be registered in the share register maintained by Euroclear Euroclear One of two principal clearing houses for securities traded in the Euromarkets. Notes: The other principal clearing house is Clearstream, formerly the Centrale de Livraison de Valuers Mobilieres (CEDEL). Sweden AB (previously VPC (1) (Virtual Processor Complex) An IBM mainframe multiprocessing system that uses several computers under tight central control. (2) See Virtual PC. AB) on Tuesday 14 April 2009, and * notify its participation to Alfa Laval AB - together with any advisors (though not more than two) - not later than on Tuesday 14 April 2009, at 12.00 noon. In addition, a Shareholder whose shares are nominee-registered must temporarily have its shares registered in its own name in the share register maintained by Euroclear Sweden AB (previously VPC AB) in order to be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to participate in the meeting. Such temporary ownership registration shall be executed by Tuesday 14 April 2009. This means that the Shareholder must notify the nominee nominee n. 1) a person or entity who is requested or named to act for another, such as an agent or trustee. 2) a potential successor to another's rights under a contract. in ample time prior to that date. Notification Notification to participate in the meeting can be made * by mail: Alfa Laval AB, Juridik, Box 73, 221 00 LUND, Sweden, * by e-mail: arsstamma.lund@alfalaval.com, * by fax: +46 46-36 71 87, * on the website: www.alfalaval.com, or * by telephone +46 46-36 74 00 or +46 46-36 65 00. The notification shall include name, personal or corporate ID number, address and telephone number as well as any advisors (though not more than two). The notification shall also include any wish to participate in the tour of the production facility. A proxy for a Shareholder shall attach a dated proxy form in writing. The proxy form may at the time of the meeting not be older than one year. A proxy form can be obtained from Alfa Laval AB, Juridik, Box 73, 221 00 LUND, Sweden and is also available at the Company's website. In addition, a proxy for a representative of a legal entity shall attach a certificate of registration. The proxy form and, if applicable, the certificate of registration shall be sent to Alfa Laval AB in connection with the notification. Alfa Laval AB will dispatch an entrance card to be produced at the registration as a confirmation of the notification. Proposed agenda 1. Opening of the meeting. 2. Election of a Chairman for the meeting. 3. Preparation and approval of the voting register. 4. Approval of the agenda for the meeting. 5. Election of one or two persons to attest To solemnly declare verbally or in writing that a particular document or testimony about an event is a true and accurate representation of the facts; to bear witness to. To formally certify by a signature that the signer has been present at the execution of a particular writing so as the minutes. 6. Determination whether the meeting has been duly convened. 7. Statement by the Managing Director. 8. Report on the work of the Board of Directors and the Committees of the Board of Directors. 9. Presentation of the annual report and the Auditor's report Auditor's Report Recorded in the annual report, the auditor's report tests to see that a corporation's financial statements comply with GAAP. This is sometimes referred to as the clean opinion. Notes: Most auditor's reports consist of three paragraphs. as well as the consolidated annual report and the Auditor's report for the group. 10. Resolution on (a) the adoption of the income statement and the balance sheet as well as the consolidated income statement consolidated income statement An income statement that combines the income statements of two or more organizations. As with other consolidated statements, a consolidated income statement eliminates any funds owed to or due from firms within the same group. and the consolidated balance sheet consolidated balance sheet A balance sheet in which assets and liabilities of a parent company and its controlled subsidiaries are combined, thereby presenting balance sheet items for the parent and its subsidiaries as if they were a single firm. ; (b) allocation The apportionment or designation of an item for a specific purpose or to a particular place. In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as of the Company's profit according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the adopted balance sheet, and record date for distribution of profits; and (c) discharge from liability for members of the Board of Directors and the Managing Director. 11. Report on the work of the Nomination Committee. 12. Determination of the number of members of the Board of Directors and deputy members of the Board of Directors to be elected by the meeting. 13. Determination of the compensation to the Board of Directors and the Auditors AUDITORS, practice. Persons lawfully appointed to examine and digest accounts referred to them, take down the evidence in writing, which may be lawfully offered in relation to such accounts, and prepare materials on which a decree or judgment may be made; and to report the whole, together . 14. Election of Chairman of the Board of Directors, other members of the Board of Directors and deputy members of the Board of Directors. 15. Presentation of the Auditor's report regarding compliance with the guidelines guidelines, n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks. for compensation to senior management adopted at the Annual General Meeting held in 2008. 16. Resolution on guidelines for compensation to senior management. 17. Resolution on the Nomination Committee for the next Annual General Meeting. 18. Resolution on: a) reduction of the share capital for transfer to a fund to be used pursuant to a resolution adopted by the General Meeting by retirement of re-purchased shares; and b) bonus issue. 19. Resolution on amendment of the Articles of Association. 20. Any other matter to be resolved upon by the meeting according to the Swedish Companies This is a list of Swedish companies: Companies
21. Closing of the meeting. Proposed resolutions Item 2 The Nomination Committee proposes that the Chairman of the Board of Directors Anders Narvinger is appointed Chairman of the 2009 Annual General Meeting. Item 10 (b) The Board of Directors proposes a distribution of profits in an amount of SEK SEK In currencies, this is the abbreviation for the Swedish Krona. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 2.25 per share for 2008. Thursday 23 April 2009 is proposed as record date for the right to distribution of profits. If the meeting resolves in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with this proposal, Euroclear Sweden AB (previously VPC AB) is expected to pay the distribution on Tuesday 28 April 2009. Item 12 -14 The Nomination Committee proposes as follows: Item 12: The number of members of the Board of Directors to be elected by the meeting is proposed to be eight with no deputies. The number of Auditors is proposed to be two with two deputies. Item 13: The compensation to the Board of Directors is proposed to be a total of SEK 3,485,000 (3,485,000) to be distributed among the members of the Board of Directors who are elected by the meeting and not employed by the Company as follows: * Chairman of the Board of Directors SEK 900,000 (SEK 900,000) * Other members of the Board of Directors SEK 360,000 (SEK 360,000) * Extra amount for the Chairman of the Audit Committee SEK 125,000 (SEK 125,000) * Extra amount for the other members of the Audit Committee SEK 75,000 (SEK 75,000) * Extra amount for the Chairman of the Remuneration REMUNERATION. Reward; recompense; salary. Dig. 17, 1, 7. Committee SEK 50,000 (SEK 50,000) * Extra amount for the other members of the Remuneration Committee SEK 50,000 (SEK 50,000) Bracketed figures refer to compensation for 2008. Compensation to the Auditors is proposed to be paid as per approved invoice An itemized statement or written account of goods sent to a purchaser or consignee by a vendor that indicates the quantity and price of each piece of merchandise shipped. A consular invoice is one used in foreign trade. . Item 14: Members of the Board of Directors Gunilla Berg, Bjorn Hagglund, Anders Narvinger, Finn Rausing, Jorn Rausing, Lars Renstrom, Waldemar Schmidt and Ulla Litzen are proposed to be re-elected. The Nomination Committee proposes that Anders Narvinger shall be appointed Chairman of the Board of Directors. Should Anders Narvinger's assignment as Chairman of the Board of Directors end prematurely, the Board of Directors shall appoint a new Chairman. Information on all members proposed to the Board of Directors and a report on the Nomination Committee's work is available at Alfa Laval AB's website, www.alfalaval.com and will also be available at the meeting. The authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: public accountants Kerstin Mouchard and Staffan Landen were appointed Auditors of the Company and the authorized public accountants Hakan Olsson and Thomas (language) Thomas - A language compatible with the language Dylan(TM). Thomas is NOT Dylan(TM). The first public release of a translator to Scheme by Matt Birkholz, Jim Miller, and Ron Weiss, written at Digital Equipment Corporation's Cambridge Research Laboratory runs Swensson were appointed deputy Auditors of the Company at the Annual General Meeting to be held in 2008 for a period of four years, i.e., for the period until the Annual General Meeting to be held in 2012. Item 16 The Board of Directors proposes that the meeting adopts a resolution on the following guidelines for compensation to senior management: 1. Scope The term "senior management" refers to the Managing Director and the group management. These guidelines apply to employment contracts for members of the senior management entered into following the adoption of these guidelines by the meeting, and to amendments to existing employment contracts for such individuals made thereafter. The Board of Directors has the right to deviate from the guidelines where special cause exists therefor there·for adv. For that: ordering goods and enclosing payment therefor. Adv. 1. therefor in an individual case. Special cause may, e.g., be that it must be possible to offer to members of the senior management who reside outside Sweden terms which are competitive in their country of residence. 2. The main principle and how compensation matters are prepared The main principle for the guidelines is that Alfa Laval AB shall offer compensation on market terms so that the Company can attract and retain a competent senior management. The Board of Directors has established a Committee with the task of preparing matters regarding compensation and other employment terms for the senior management. The Board of Directors shall resolve on these matters following preparation by the Remuneration Committee. 3. Fixed compensation The fixed salaries shall be revised annually and shall be based upon the competence and areas of responsibility of each individual. 4. Variable compensation The variable compensation comprises (i) an individual annual variable compensation, and may also, as a supplement, include (ii) a long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. incentive program. (i) The individual annual variable compensation may be between 15 and 60 percent of the fixed compensation, depending on position. The outcome depends on the degree of fulfillment ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. of, in particular, financial targets, and to a more limited extent also on qualitative targets. (ii) In accordance with the resolution adopted at the Annual General Meeting held in 2008, the Board of Directors in 2008 introduced a long-term incentive program directed to not more than 75 of the Company's top executives, including the senior management. The long-term incentive program is intended to be a supplement to the individual annual variable compensation. It is the Board of Directors' proposal to introduce a long-term incentive program also in 2009, on terms similar to those of the current program. The long-term incentive program for 2009 is, just as the long-term incentive program for 2008, a cash-based program connected to the Company's earnings per share and will run for three years. The program may each year generate up to a maximum of 16.67 percent of the participants' individual annual variable compensation, provided that the annual target regarding earnings per share determined by the Board of Directors is exceeded. Payment to the participants of the program will be made after three years, provided, however, that they are still employees at that time. The Board of Directors may consider to propose the meeting a share or share price-related program for the senior management. 5. Pension benefits A detailed description of current pension schemes for the senior management is available in note 3 of the Annual Report for 2008. As from 2006, a premium-based early retirement scheme with a premium of 15 percent of the pensionable income is offered. Early retirement is offered selectively and only after a special decision by the Remuneration Committee. Old-age pension old-age pension: see pension; social security. following the age of 65 and family pension according to the ITP ITP - Intent to Package plan also include salary portions above the 30 basic amounts of the ITP plan. This previous defined benefit scheme was renegotiated in 2006 with the majority of those included in the scheme, and was replaced by a premium based scheme, with a premium of 30 percent of the pensionable income above 30 basic amounts. Members of the senior management also have a special family pension which fills the gap between the old-age pension and the family pension according to the ITP plan. In addition, they have the opportunity to allocate To reserve a resource such as memory or disk. See memory allocation. salary and bonus to a temporary old-age and family pension. 6. Non-monetary benefits Members of the senior management have the right to normal non-monetary benefits, such as company car and healthcare benefits. In certain cases, Alfa Laval AB can also arrange for a residence supplied by the Company. 7. Dismissal and severance pay Severance Pay Compensation that an employer gives to someone who is about to lose their job. Notes: Severance pay is not always paid to employees. It depends on the situation in which the employee is losing their job and whether legislation requires severance to be paid. Should Alfa Laval AB dismiss a member of the senior management, the compensation during the notice period and the severance pay may be an amount corresponding to a maximum of 24 monthly salaries. Item 17 The current Nomination Committee consists of Jorn Rausing - Tetra Laval Tetra Laval is a private industrial group of Swedish origin headquartered in Switzerland. The Tetra Laval Group consists of the three independent industry groups: Tetra Pak, DeLaval & Sidel. Altogether, the Group employs close to 30,200 people. , Lars-ke Bokenberger - AMF-Pension, Jan Andersson Jan Andersson (born 17 March 1947 in Helsingborg, Scania) is a Swedish politician and Member of the European Parliament. He is a member of the Social Democratic Workers' Party of Sweden, which is part of the Party of European Socialists, and is vice-chair of the European - Swedbank Robur Fonder, Lars Ohrstedt - AFA AFA In currencies, this is the abbreviation for the Afghanistan Afghani. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. Forsakring, and Bo Selling - Alecta; as well as the Chairman of the Board of Directors Anders Narvinger. Jorn Rausing is Chairman of the Nomination Committee. The Nomination Committee proposes that the meeting resolves as follows: that there shall be a Nomination Committee to prepare and present proposals to the Shareholders at the Annual General Meeting regarding the election of Chairman of the Annual General Meeting, Chairman of the Board of Directors, members of the Board of Directors and, where applicable, Auditors as well as compensation to the Board of Directors and the Auditors; that the Nomination Committee shall have no more than five members, who shall be the representatives of the largest Shareholders at the end of the third quarter. The majority of the Nomination Committee members may not be members of the Board of Directors. Members of the Nomination Committee shall be appointed as follows. The Chairman of the Board of Directors shall at the end of the third quarter contact the largest Shareholders in the Company, who shall have the right to appoint one member each of the Nomination Committee. In addition, the Nomination Committee may decide that the Chairman of the Board of Directors and other members of the Board of Directors shall be members of the Nomination Committee. If any of the five largest Shareholders gives up the right to appoint a member of the Nomination Committee, the next Shareholder in terms of the size of its shareholding shall be offered the opportunity to appoint a member of the Nomination Committee. Should several Shareholders give up their right to appoint a member of the Nomination Committee, no more than eight of the largest Shareholders need to be asked unless this is required for the Nomination Committee to consist of at least three members. Should a member resign from the Nomination Committee before its work is completed, the Shareholder who appointed such member shall have the right to appoint a substitute. The Chairman of the Nomination Committee shall be a Shareholder representative who at the same time may be a member of the Board of Directors. However, the Chairman of the Board of Directors shall not be the Chairman of the Nomination Committee. The Chairman of the Board of Directors shall, as part of the Nomination Committee's work, inform the Nomination Committee of such circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Board of Directors' work and need for specific competence etc. which may be of importance for the work of the Nomination Committee. Individual Shareholders shall have the right to submit proposals to the Nomination Committee regarding members of the Board of Directors for further evaluation within the work of the Nomination Committee; that an appointed Nomination Committee shall remain until a new Nomination Committee has been constituted. Should a Shareholder who is represented in the Nomination Committee substantially decrease its holding and no longer be qualified for a post in the Nomination Committee, then the Shareholder's representative shall, where the Nomination Committee so decides, be dismissed and another of the Company's largest Shareholders be offered to appoint a member in his or her place; that information on the composition of the Nomination Committee shall be announced in the Company's third-quarter interim report and on the Company's website not later than six months prior to the Annual General Meeting; that the Nomination Committee shall be entitled to charge the Company for costs of recruitment consultants, where so deemed necessary to obtain a suitable selection of nominees for the Board of Directors; and that the Nomination Committee shall report its work at the Annual General Meeting. Item 18 At the Annual General Meeting held on 22 April 2008, it was resolved, in accordance with the Board of Directors' proposal, to authorize To empower another with the legal right to perform an action. The Constitution authorizes Congress to regulate interstate commerce. authorize v. to officially empower someone to act. (See: authority) the Board of Directors to purchase shares in the Company on NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on OMX OMX Office Max (stock symbol) Stockholm (previously OMX Nordic Exchange Stockholm) in an amount corresponding to a maximum of five percent of all shares in the Company. By virtue of such authorization The right or permission to use a system resource; the process of granting access. See access control. , the Company has, as per 16 March 2009, purchased a total of 7,353,950 own shares. a) The Board of Directors proposes, subject to the Annual General Meeting's resolution in accordance with the proposal by the Board of Directors under item 18 (b), that the Company's share capital shall be reduced by SEK 19,125,358 by retirement of all 7,353,950 shares which have been re-purchased by the Company. The Board of Directors proposes that the reduction amount is transferred to a fund to be used pursuant to a resolution adopted by the General Meeting. A valid resolution according to the above requires the support of Shareholders holding not less than two-thirds of both the votes cast and the shares represented at the meeting. b) The Board of Directors proposes, subject to the Annual General Meeting's resolution in accordance with the proposal by the Board of Directors under item 18 (a), that the Company's share capital shall be increased by SEK 19,125,358 by way of a transfer from non-restricted equity to the share capital (bonus issue). The increase shall take place without the issuance of new shares. The reason for the bonus issue is that if the Company transfers an amount corresponding to the amount by which the share capital is reduced according to the proposal of the Board of Directors under item 18 (a) above, then the resolution to reduce the share capital can be executed without the authorization from the Swedish Companies Registration Office or, in case of a dispute, from a court of general jurisdiction. The effect of the Board of Directors' proposal under item 18 (a) above is that the Company's share capital will be reduced by SEK 19,125,358. The effect of the Board of Directors' proposal under item 18 (b) above is that the Company's share capital will be increased by the corresponding amount by way of a bonus issue and thereby restored to the amount prior to the reduction. The Board of Directors' report in accordance with Chapter 20, Section 13 and the Auditors' statement in accordance with Chapter 20, Section 14 of the Swedish Companies Act (2005:551) are included in the complete proposals. Item 19 The Board of Directors proposes that Section 8 of the Articles of Association is amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. as follows (the proposed amendments are stated in italics). "Notice to attend annual general meetings and notice to attend extraordinary general meetings at which matters regarding amendments of the articles of association are to be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend other extraordinary general meetings shall be issued not earlier than six weeks and not later than three weeks prior to the meeting. Notice to attend general meetings, as well as other messages to the shareholders, shall take place through an announcement in the Swedish Official Gazette A compilation published weekly by the Patent and Trademark Office listing all the Patents and Trademarks issued and registered, thereby providing notice to all interested parties. (Swedish "Post- och Inrikes Tidningar Post- och Inrikes Tidningar or PoIT (Swedish for "Post and Domestic Newspaper") is the government newspaper and gazette of Sweden, and the country's official notification medium for announcements like bankruptcy declarations or auctions. ") and on the company's website." Further, the Board of Directors proposes that the General Meeting's resolution on amendment of the Articles of Association under this item 19 shall be conditional upon the entry into effect of an amendment of the mode of convening con·vene v. con·vened, con·ven·ing, con·venes v.intr. To come together usually for an official or public purpose; assemble formally. v.tr. 1. general meetings in the Swedish Companies Act (2005:551), which will result in the proposed wording of Section 8 above being consistent with the Swedish Companies Act. Available documents The annual report, the Auditors' report, the Board of Directors' reasoned statement regarding the proposed distribution of profits under item 10 b), the Auditors' report regarding compliance with the guidelines for compensation to senior management adopted at the Annual General Meeting held in 2008 and complete proposals for all other resolutions as set out above will be held available for the Shareholders at Alfa Laval AB on 6 April 2009 at the latest. Copies of the documents will be sent to Shareholders who so request and state their postal address. The documents will also be held available at the latest on the above-mentioned date on the Company's website. Miscellaneous information As per 16 March 2009, the total number of shares and votes in the Company is 429,393,416. All shares are of the same class. As per the date of this notice, the Company holds 7,353,950 own shares which cannot be represented at the meeting. Lund, March 2009 ALFA LAVAL AB (publ) Board of Directors This information was brought to you by Cision http://www.cisionwire.com |
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