Annual General Meeting 2015
Annual General Meeting 2015
Entitlement to participate
Anyone who is registered as a shareholder in the register of shareholders produced by Euroclear Sweden AB in respect of the situation on Thursday 16 April 2015 and who notifies the company no later than on Thursday 16 April 2015 at 12:00 of his/her intention to participate at the meeting is entitled to participate at the meeting.
A shareholder whose shares are nominee-registered must temporarily register the shares in his or her own name with Euroclear Sweden AB in order to be able to participate at the meeting. Such registration must be completed by Thursday 16 April. This means that the shareholder must notify the administrator of his or her wish in this respect in good time ahead of this date.
Registration of participation
Registration of participation at the meeting takes place in writing to Sensys Traffic AB, Box 2174, SE-550 02 Jönköping, by phone to +46 (0)36 – 34 29 80, by fax to +46 (0)36 – 12 56 99 or by email to info@sensys.se. When registering, the name, personal or corporate ID number, number of shares, daytime phone number and, if relevant, the number of advisors (no more than two) intending to attend the meeting must all be stated. If the shareholder intends to be represented by another party, the proxy and other authorisation documents should be attached to the registration. The proxy form is available at the company’s website www.sensys.se.
Proposed agenda
1. Opening.
2. Election of the chairman for the meeting.
3. Establishment and approval of register of voters.
4. Approval of the agenda.
5. Election of member to approve the minutes.
6. Confirmation that the meeting has been properly called.
7. Presentation of annual accounts and auditor’s report.
8. The CEO’s statement.
9. Decision on the adoption of the income statement and the balance sheet.
10. Decision on dispositions in respect of the company’s profits according to the confirmed balance sheet.
11. Decision on the discharge from liability for the members of the Board of Directors and the CEO.
12. Confirmation of the number of Board members and deputies, as well as the number of auditors and deputy auditors.
13. Confirmation of fees for the Board and the auditors.
14. Election of the Board and the Chairman of the Board.
15. Election of auditors.
16. The Board’s proposed decision on guidelines for remuneration to senior executives.
17. Decision on the appointment of the nomination committee.
18. Conclusion.
Dividend (item 10)
The Board has proposed that no dividend be distributed.
Board, etc. (items 2, 12-15)
The nomination committee, which was appointed in accordance with the procedure adopted at last year’s Annual General Meeting, and which consisted of Tomas Klevbo (Chairman, appointed by Danske Capital), Gunilla Nyström (appointed by AMF Fonder), Jan Johansson (appointed by Inger Bergstrand), Per Wall and Gunnar Jardelöv, has submitted the following proposals in respect of items 2, 12-15:
Chairman of the meeting: Gunnar Jardelöv
Board members: re-election of Karin Ahl, Gunnar Jardelöv, Helena Nordman-Knutsson, Ingemar Skogö and Claes Ödman. Torbjörn Sandberg to leave the Board in order to take up the position of CEO of the company instead.
Chairman of the Board: re-election of Gunnar Jardelöv
Deputy Chairman of the Board: new election of Claes Ödman
Board fee: SEK 790,000, to be divided as follows: SEK 225,000 to the Chairman of the Board, SEK 175,000 to the Deputy Chairman of the Board and SEK 130,000 to each of the other Board members. By agreement with Sensys Traffic, the fee to Board members may be invoiced through the company, in connection with which the fee shall be adjusted in order to achieve cost neutrality for Sensys Traffic.
Auditors: re-election of the registered firm of accountants Öhrlings PriceWaterhouseCoopers AB, with authorised public accountant Martin Odqvist as auditor in charge.
Auditor’s fee: in accordance with approved invoice within framework of quotation submitted.
Details of the proposed Board members may be found on the company’s website www.sensys.se.
The Board’s proposed decision on guidelines for remuneration to senior executives (item 16)
The Board’s proposal, which includes guidelines on salaries, pensions and other terms of employment for senior executives, is contained in the statutory administration report in the company’s annual report.
Nomination committee (item 17)
The nomination committee has submitted a proposal in respect of the composition of the nomination committee and regarding the duties of the nomination committee. This proposal is available on the company’s website www.sensys.se.
Documentation
The annual report, the auditor’s report and the auditors’ statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act, together with all other guidance documents, are available at the company’s premises and on its website, www.sensys.se, no later than three weeks before the meeting and are sent to any shareholders who request them and provide their postal address.
Shareholders are reminded of their right to request disclosures pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
There are a total of 541,234,314 shares in Sensys Traffic AB. providing entitlement to the same number of votes.
Jönköping, March 2015
The Board of Directors of Sensys Traffic AB (publ.)
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