The shareholders of Boliden AB (publ) 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
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Opening of the Annual General Meeting
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Election of the Chairman of the Meeting
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Preparation and approval of the voting register
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Approval of the agenda
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Election of two persons to verify the minutes together with the Chairman
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Determination whether the Meeting has been duly convened
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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)
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Report on the work of the Board of Directors, its Remuneration Committee and its Audit Committee
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The President's address
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Report on the audit work during 2014
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Resolutions regarding adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
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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
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Resolution regarding discharge from liability of the members of the Board of Directors and the President
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Report on the work of the Nomination Committee
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Resolution on the number of Board members and auditors to be appointed by the Annual General Meeting
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Resolution on fees for the Board of Directors
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Election of the Members and Chairman of the Board of Directors
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Resolution on fees for the auditor
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Resolution on the appointment of auditor
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Resolution regarding guidelines for compensation for the Group Management
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Election of members of the Nomination Committee
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Questions
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Closing of the Annual General Meeting
Nomination Committee
The Nomination Committee has consisted of Anders Algotsson (AFA Försäkring), 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 Löw and Anders Ullberg and that Elisabeth Nilsson is elected as new Board member. Elisabeth Nilsson, is County Governor of Östergötland. 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 Oxelösund 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 Bergström (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: [email protected]
Stockholm, April 2015
Boliden 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.com