Notice to attend the Annual General Meeting of IAR Systems Group AB (publ)
Stockholders who wish to participate in the Annual General Meeting (“AGM”) must
– be recorded in the register of stockholders maintained by Euroclear Sweden AB not later than Wednesday, April 18, 2012,
– provide notification of their intention to participate in the AGM not later than Wednesday, April 18, 2012, in writing to IAR Systems Group AB (publ), Kista Science Tower, SE-164 51 Kista, Sweden, by telephone +46 8-410 920 00, by fax +46 8-410 920 01 or via the company’s website www.iar.con/investors. The notification should include name, address, telephone number, personal or corporate identity number and registered shareholding.
To be entitled to participate in the AGM, stockholders whose shares are registered in the name of a nominee should request that the shares be temporarily re-registered in their own name in good time prior to April 18, 2012. When applicable, proof of authorization, such as forms of proxy and certificates of registration should be sent to the company prior to the AGM. A form of proxy can be downloaded from the company’s website www.iar.com/investors. Stockholders who wish to be accompanied by one or two assistants must inform the company by the same date and in the same manner applicable to stockholders.
1. Opening of the AGM.
2. Election of the Chairman of the AGM.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and sign the Minutes.
6. Decision as to whether the AGM has been duly convened.
7. Address by the CEO.
8. Presentation of the annual accounts, the audit report the consolidated financial statements and the consolidated audit report.
9. Resolutions regarding
a. Adoption of the income statements and balance sheets of the Parent Company and the Group,
b. appropriation of the company’s profits according to the adopted balance sheet and decision on the record date for dividends, and
c. discharge from liability for the members of the Board of Directors and the CEO.
10. Decision regarding the number of Board members and deputies.
11. Decision regarding fees to be paid to the Board of Directors and auditors.
12. Election of Board members and the Board Chairman.
13. Election of auditors.
14. Appointment of the nominations committee.
15. Decision regarding principles for remuneration and other terms employment of senior executives.
16. Authorization for the Board to decide on the issue of new class B shares.
17. Authorization for the Board to decide on the repurchase and sale of treasury shares..
18. Other business to be transacted by the AGM according to the Swedish Companies Act (2005:551) or the Articles of Association.
19. Adjournment of the AGM.
Election of the Chairman of the AGM (item 2),
The nominations committee proposes Jörgen S. Axelsson as the Chairman of the AGM.
Appropriation of earnings (item 9 b)
The Board of Directors proposes that the earnings at the disposal of the Annual General Meeting according to the company’s adopted balance sheet, amounting to SEK 126,739,994, be disposed of so that the stockholders receive a dividend of SEK 1.00 per share, or a total of SEK 11,688,561, for the fiscal year 2011. The proposed record date is Friday, April 27, 2012. Provided that this record date is approved, dividends are expected to be disbursed on Thursday, May 3, 2012.
Decision regarding the number of Board members and deputies. (item 10)
The nominations committee proposes the Board to consist of five members and no deputies.
Decision regarding fees to be paid to the Board of Directors and auditors (item 11)
The nominations committee proposes that Board fees be paid in an amount of SEK 300,000 to the Board Chairman and SEK 125,000 to each of the Board members not employed in the Group. It is proposed that fees to the auditors be paid according to approved account
Election of board members and Board Chairman. (item 12)
As members of the Board, the nominations committee proposes re-election of Peter Larsson, Markus Gerdien, Karin Moberg, Jonas Mårtensson and Stefan Skarin. Peter Larsson is proposed to be re-elected as Board Chairman.
Election of auditors. (item 13)
As auditors, the nominations committee proposes election for one year of Deloitte AB with Erik Olin as principally responsible auditor. Erik Olin is certified public accountant and working in Deloitte´s industrial program TMT (Technology, Media and Telecommunications). Erik Olin is in charge of the Technology sector and he has more than 12 years of experience of auditing within the TMT sector.
Appointment of the Nominations Committee (item 14)
The Nominations Committee proposes that the AGM resolve on the appointment of a Nominations Committee according to the following principles. By September 30, 2012, at the latest, the Board Chairman shall call together the company’s three largest stockholders or group of stockholders known in terms of voting power, each of which shall then have the right to appoint one member to the Nominations Committee. If any of the three largest stockholders or group of stockholders known does not exercise its right to appoint a member, the stockholder or group of stockholders known next in order of voting power shall have the right to appoint a member to the Nominations Committee. Furthermore, the Board Chairman can be appointed as a member of the Nominations Committee. The CEO or other member of the Company’s executive management may not be a member of the Nominations Committee. The Board Chairman shall act as convener of the Nominations Committee’s first meeting. A stockholder representative should be appointed as chairman of the Nominations Committee. The mandate period of the Nominations Committee shall extend until such time as the new Nominations Committee has been appointed. The composition of the Nominations Committee shall be announced not later the six months prior to the AGM.
The composition of the Nominations Committee shall be based on known stockholdings in the company at August 31, 2012. In the event of a significant change in the company’s ownership structure after the appointment of the Nominations Committee, the composition of the Nominations Committee can also be changed in accordance with the above principles. Changes in the composition of the Nominating Committee shall be announced immediately.
The Nominations Committee shall prepare proposals for approval by the AGM regarding election of the Board Chairman and other members of the company’s Board of Directors, the amount of Board fees their apportionment between the Board Chairman and other Board members and any compensation for work on the committees, election of and fees to the Auditor, decision regarding principles for appointment of the Nominations Committee, and appointment of a Chairman of the AGM.
No fees shall be paid to the members of the Nominations Committee. The Nominations Committee shall have the right, after approval by the Board Chairman, to charge the Company for costs such as fees for recruiting consultants or other outlays which are necessary for the performance of the Nominating Committee’s duties.
Decision regarding principles for remuneration and other terms employment of senior executives (item 15)
The Board of Directors proposes that for remuneration of senior executives that were adopted by the 2011 AGM continue to apply.
Authorization for the Board to decide on the issue of new class B shares (item 16)
The Board of Directors proposes that the AGM authorize the Board, on one or several occasions during the period until the next AGM, to decide on the issuance of shares of series B up to 10 percent of the company's existing share capital on the day of the AGM in kind.
This authorization is to enable the acquisition with payment by non-cash issue.
Authorization for the Board to decide on the repurchase and sale of treasury shares (item 17)
The Board of Directors proposes that the AGM authorize the Board, on one or several occasions during the period until the next AGM, to repurchase a maximum number of class B shares whereby the company’s holding of treasury shares at no time exceeds 10 per cent of all registered shares in the company. The shares shall be repurchased on NASDAQ OMX Stockholm within the registered share price interval at any given time, defined as the interval between the highest bid price and the lowest ask price. The motive for the authorization is to give the Board greater freedom of action in optimizing the company’s capital structure.
It is furthermore proposed that the Board be authorized to decide on the sale of treasury shares as payment in the acquisition of companies or operations at a price equal to the market price on the date of transfer. It shall also be possible to sell treasury shares in order to finance such acquisitions, whereby the shares shall be sold on NASDAQ OMX Stockholm at a price within the registered share price interval at any given time.
For valid decision on item 17 above, the resolution must be supported by stockholders representing at least 2/3 of both the number of votes exercised and the number of shares represented at the AGM.
Financial statements, audit report, the auditor's opinion on the application of the guidelines for remuneration to senior executives, the board's complete proposals as set out above, and a proxy form with related documents under the Companies Act (2005:551) comes from and including 27 March 2012 will be held available from the company at the address above and on the company website www.iar.com / investors. Copies of the documents sent free of charge to shareholders upon request and provide their mailing address will also be available at the AGM.
Shareholders have under Chapter 7. § 32 (2005:551) the right to at the AGM request the Board of Directors of circumstances that may affect the conditions of the agenda and conditions that may affect the company's financial situation
At March 27, 2012, the company had a total of 11,688,561 shares, consisting of 100,000 shares of class A and 11,588,561 shares of class B, equal to a total of 12,588,561 votes. The company currently holds 634,600 class B treasury shares which may not represented at the AGM.
Stockholm, March 2012
IAR Systems Group AB (publ)
The Board of Directors