STOCKHOLM, Feb. 12, 2019 /PRNewswire/ -- Notice is given
to the Shareholders of Svenska Cellulosa Aktiebolaget SCA ("SCA")
of the Annual General Meeting of Shareholders to be held on
Wednesday 20 March 2019, at
1.00 p.m. at Hotell Södra Berget,
Sundsvall (registration from 11.30
a.m.)
Registration and notification of
attendance
Shareholders who wish to attend the annual general meeting
must
- be recorded in the shareholders' register maintained by
Euroclear Sweden AB on Thursday, 14 March
2019, and
- give notice of their intention to attend the meeting no later
than Thursday, 14 March 2019.
Notification may be given in any of the following manners:
- by telephone +46-60-19-33-00, weekdays between 8 a.m. and 5 p.m.
- on the company's website www.sca.com by mail to Svenska
Cellulosa Aktiebolaget SCA, Group Function Legal Affairs, "Annual
General Meeting", SE-851 88 SUNDSVALL, Sweden
The following applies to shareholders who have their shares
registered through a bank or other nominee in order to be entitled
to attend the meeting. A part from giving notice of attendance,
such shareholders must have their shares registered in their own
names. Such registration in the shareholders' register must have
been completed with Euroclear Sweden AB at the latest on Thursday,
14 March 2019. Shareholders should in
such case inform their bank or nominee of this in due time before
Thursday, 14 March 2019. Such
registration can be temporary.
Name, personal identity number/corporate registration number,
address and telephone number, and number of assistants, if any,
should be stated when notification is given. Shareholders
represented by proxyholder must issue a power of attorney to the
proxyholder. Proxy forms in Swedish and in English are available
upon request and on the company's website www.sca.com. 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 more than
five years. Anyone representing a legal entity must present a copy
of the registration certificate, not older than one year, or
equivalent authorization documents, listing the authorized
signatories. In order to facilitate the registration at the annual
general meeting, powers of attorney in original, registration
certificates and other authorization documents should be sent to
the company at the abovementioned address, well in advance of the
meeting.
Proposed agenda
- Opening of the meeting and election of chairman of the
meeting.
- Preparation and approval of the voting list.
- Election of two persons to check the minutes.
- Determination of whether the meeting has been duly
convened.
- Approval of the agenda.
- Presentation of the annual report and the auditor's report and
the consolidated financial statements and the auditor's report on
the consolidated financial statements.
- Speeches by the chairman of the board of directors and the
president.
- Resolutions on
a) adoption of the income statement and balance sheet, and of
the consolidated income statement and the consolidated balance
sheet
b) appropriations of the company's earnings under the adopted
balance sheet and record date for dividend
c) discharge from personal liability of directors and
president for 2018
- Resolution on the number of directors and deputy directors
- Resolution on the number of auditors and deputy auditors
- Resolution on the remuneration to be paid to the board of
directors and the auditor
- Election of directors and deputy directors.Re-election of
i. Charlotte Bengtsson
ii. Pär Boman
iii. Lennart Evrell
iv. Annemarie Gardshol
v. Ulf Larsson
vi. Martin Lindqvist
vii. Lotta Lyrå
viii. Bert Nordberg
ix. Anders Sundström
x. Barbara M. Thoralfsson
- Election of chairman of the board of directors
- Election of auditors and deputy auditors
- Resolution on guidelines for remuneration for the senior
management
- Closing of the meeting
Proposal for resolution under Item 1
The nomination committee proposes Eva Hägg, attorney at law, as
chairman of the annual general meeting.
Proposal for resolution under Item 8
b)
The board of directors proposes a cash dividend for the
financial year 2018 of SEK 1.75 per
share and that the record date for the cash dividend is to be
Friday, 22 March 2019. Provided that
the annual general meeting resolves in accordance with this
proposal, payment of the dividend through Euroclear Sweden AB is
estimated to be made on Wednesday, 27 March
2019.
Proposals for resolutions under Items 9–14
- The nomination committee proposes the following:
- Item 9: The number of directors shall be 10 with no deputy
directors.
- Item 10: The number of auditors shall be one with no deputy
auditor.
- Item 11: The remuneration to each director elected by the
meeting and who is not employed by the company shall be
SEK 625,000 and the chairman of the
board of directors is to receive SEK
1,875,000. Members of the remuneration committee are each to
receive an additional remuneration of SEK
110,000, while the chairman of the remuneration committee is
to receive an additional remuneration of SEK
140,000. Members of the audit committee are each to receive
an additional remuneration of SEK
260,000, while the chairman of the audit committee is to
receive an additional remuneration of SEK
360,000. Remuneration to the auditor is to be paid according
to approved invoice.
- Item 12: Re-election of the directors Charlotte Bengtsson, Pär Boman, Lennart Evrell,
Annemarie Gardshol, Ulf Larsson,
Martin Lindqvist, Lotta Lyrå,
Bert Nordberg, Anders Sundström and
Barbara M. Thoralfsson.
- Item 13: Re-election of Pär Boman as chairman of the board of
directors.
- Item 14: Re-election of the registered accounting firm EY AB,
in accordance with the audit committee's recommendation, for the
period until the end of the annual general meeting 2020. If
elected, EY AB has announced its appointment of Hamish Mabon as auditor-in-charge.
Proposals for resolutions under Item 15
The board of directors proposes that the annual general meeting
adopt the following guidelines for remuneration for the senior
management.
Remuneration to the President and other senior
managers[1] will be a fixed amount (base salary), variable
remuneration, pension and additional benefits, together called
total remuneration. The total remuneration is to correspond to
market practice and be competitive on the senior manager's field of
profession. Base salary and variable remuneration is to be linked
to the manager's responsibility and authority.
For the President as well as for other senior managers, the
variable remuneration is to be limited and linked to the fixed
remuneration based on performance results in relation to the annual
and long-term goals respectively. The long-term goal is to be
linked to the value development of the SCA share. Variable
remuneration programmes should be designed to allow the board to
limit the payment of variable remuneration if such action is deemed
reasonable and consistent with the company's responsibility towards
its shareholders, employees and other stakeholders. Variable
remuneration should not form a basis for pension.
In the event of termination of employment initiated by the
company, a notice period of not more than two years shall apply. If
the termination is initiated by the senior manager, a notice period
of not more than one year shall apply. Severance pay should not
occur.
Pension benefits shall, to the extent possible, solely contain
pension benefits determined by charge. Planned aged of pension is
at 65 years.
The board of directors should be entitled to deviate from the
adopted guidelines if, in an individual case, there are special
reasons for doing so. The guidelines are not applicable on existing
agreements.
Questions concerning remuneration to the senior management will
be handled by a remuneration committee and, as to the President,
will be determined by the board of directors.
The nomination committee
The nomination committee is composed of Karl Åberg, AB
Industrivärden (chairman), Petter
Johnsen, Norges Bank Investment Management, Javiera
Ragnartz, AMF Försäkring & Fonder, Håkan Sandberg,
Handelsbankens Pensionsstiftelse and others and Pär Boman, chairman
of the board of SCA.
[1] The guidelines apply to the President, Business Unit
President and equivalent, as well as the Central Staff
Managers.
Additional information
The financial statements, the auditor's report, the auditor's
statement pursuant to Chapter 8, section 54 of the Companies Act
regarding remuneration to the senior management, and the board of
directors' statement pursuant to Chapter 18, section 4 of the
Companies Act, as well as other documentation, which, according to
the Companies Act, shall be made available at the annual general
meeting, as well as proxy forms, will be available at the company
and on the company website, www.sca.com, no later than Wednesday,
27 February 2019, and will be
distributed free of charge to shareholders upon request and
notification of postal address.
The board of directors and the president shall, if any
shareholder so requests and the board of directors believes that it
can be done without material harm to the company, provide
information regarding circumstances that may affect the assessment
of an item on the agenda, and regarding circumstances that can
affect the assessment of the company's or its subsidiaries'
financial situation or the company's relation to other companies
within the group.
The total number of shares in the company amounts to 702,342,489
shares, of which 64,587,672 are series A shares and 637,754,817 are
series B shares, representing a total of 1,283,631,537 votes. The
series A share carries ten votes and the series B share carries one
vote. The information pertains to the circumstances as per the time
of issuing this notice.
Processing of personal data
For information on how your personal data is processed, please
visit
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
.
Sundsvall in February 2019
Svenska Cellulosa Aktiebolaget SCA (publ)
The board of directors
For further information, please contact
Björn Lyngfelt
Senior Vice President
Group Communications
+46-(0)60-19-34-98
Jan Svedjebrant
Senior Vice President Legal Affairs
+46 (0)60 19 31 23
Please note:
This is information that SCA is obliged to make public pursuant
to the EU Market Abuse Regulation and the Securities Markets Act.
This report has been prepared in both Swedish and English versions.
In case of variations in the content between the two versions, the
Swedish version shall govern. The information was submitted for
publication, through the agency of the contact person set out
below, on February 12, 2019 at
10:00 a.m. CET.
Björn Lyngfelt
Senior Vice President
Group Communications
+46-(0)60-19-34-98
The core of SCA's business is the forest, Europe's largest private forest holding.
Around this unique resource, we have built a well-developed value
chain based on renewable raw material from our own and others'
forests. We offer paper for packaging and print, pulp, wood
products, renewable energy, services for forest owners and
efficient transport solutions. 2018 the forest products company SCA
had approximately 4,000 employees and sales amounted to
approximately SEK 18.8 bn
(EUR 1.8 bn). SCA was founded in 1929
and has its headquarters in Sundsvall, Sweden. More information at
www.sca.com
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SOURCE SCA