Notice to attend the Annual General Meeting of VBG GROUP
Notice is hereby given to the shareholders of VBG GROUP AB (publ) of the Annual General Meeting of Shareholders to be held on Tuesday, 13 May 2008, at 5:00 p.m. on the company’s premises at Herman Kreftings gata 4, Vänersborg.
NOTIFICATION
Shareholders wishing to attend the meeting must
• be listed in the share register kept by Värdepapperscentralen VPC AB by not later than 7 May 2008
• notify the company by not later than 4:00 p.m. on 9 May 2008.
Notification may be given in writing to VBG GROUP AB (publ), Box 1216, SE-462 28 Vänersborg, Sweden; by telephone to +46 521 27 77 93; by fax to +46 521 27 77 93; or by e-mail to inger.vilhelmson@vbggroup.com. The notification of attendance must include name and personal or corporate identity number.
Shareholders who are represented by a proxy should send a power of attorney with the notification of attendance. Anyone representing a legal entity must produce a copy of the registration certificate or other document showing the person(s) authorised to sign on behalf of the legal entity.
Shareholders whose shares are registered to a nominee must have the shares re-registered in their own name by the nominee in good time before 7 May 2008 (voting rights registration).
AGENDA
1. Election of Chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
Presentation of the Annual Report and the Audit Report as well as the consolidated accounts and the Audit Report on the consolidated accounts.
7. Resolutions concerning
a) adoption of the Income Statement and the Balance Sheet, as well as the Consolidated Income Statement and the Consolidated Balance Sheet
b) appropriations of the company’s profit or loss according to the adopted Balance Sheet
c) discharge of the members of the Board of Directors and of the Managing Director from liability
8. Determination of the number of members and deputy members of the Board of Directors as well as auditors and deputy auditors
9. Determination of fees to be paid to the Board of Directors and the auditors
10. Election of members and deputy members of the Board of Directors as well as auditors and deputy auditors
11. Resolution on the Board of Director’s proposed guidelines for remuneration and other terms of employment for senior officers
12. Authorisation from the AGM to the Board of Directors to use own shares as payment in connection with new acquisitions
13. Appointment of members of a Nominating Committee
14. Other matters incumbent upon the General Meeting according to the Companies Act or the Articles of Association.
DIVIDEND (item 7)
The Board of Directors proposes a dividend of SEK 2.50 per share 2008 with record date on 16 May 2008. If the AGM approves this proposal, the dividend is expected to be distributed by VPC starting 21 May 2008.
FEES (item 9)
The fees proposed for the Board of Directors are SEK 130,000 to the Chairman, SEK 110,000 to the Deputy Chairman and SEK 95,000 each to the other Board members, for a total of SEK 525,000, plus SEK 5,000 per attended meeting. Fees to auditors are proposed to be paid as billed, upon approval.
PROPOSED ELECTION OF BOARD OF DIRECTORS AND AUDITORS (item 10)
The Nominating Committee proposes re-election of the Board members Peter Hansson, Anders Birgersson, Johnny Alvarsson and Staffan Ekelund and election of Helene Richmond and Peter Augustsson for the first time. It is proposed that Peter Hansson be elected Chairman and Johnny Alvarsson Deputy Chairman. Richard Persson and Victoria Wikström have declined re-election. Richard Persson has been appointed honorary chairman by the Board.
Helene Richmond, born 1960, MSc. Eng., has been Director of Global Accounts in SKF’s Industrial Division since 2006. She has worked internationally in different positions in SKF since 1985.
Peter Augustsson, born 1955, MSc. Eng., previously President and CEO of Saab Automobile AB, now has his own business development company. Chairman of Metallfabriken Ljunghäll AB and Automotive Business Development AB. Member of the board of Wallenius Lines AB, NovaCast Technologies AB and Ortic 3D AB.
The Nominating Committee proposes election of the public accounting firm of Öhrlings PricewaterhouseCoopers AB as auditors, with authorised public accountant Bror Frid as chief auditor for the period up to the 2012 AGM and authorised public accountant Gunnar Hjalmarsson as deputy auditor for the same period.
Shareholders representing more than 65% of the number of votes for all shares in the company support the proposals.
RESOLUTION CONCERNING THE BOARD OF DIRECTOR’S PROPOSED GUIDELINES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT FOR SENIOR OFFICERS (item 11)
The Board of Directors proposes that the AGM resolve on guidelines for remuneration to senior officers, by and large entailing that market-level salaries and other terms of employment be applied for the Group Management. In addition to a fixed annual salary, the Group Management also receives a variable salary, which is limited and based on the Group’s financial performance compared with established goals.
AUTHORISATION (item 12)
The Board of Directors proposes that the AGM authorise the Board to resolve on one or more occasions up until the 2009 Annual General Meeting that repurchased shares can be transferred, notwithstanding the shareholders’ pre-emption rights, and that non-cash payment can be made for such transferred shares. This authorisation enables the Board of Directors to use the Company’s own shares as payment for acquired companies.
NOMINATING COMMITTEE (item 13)
Shareholders representing more than 65% of the number of votes for all shares in the company propose that Reidar Öster, Richard Persson, Staffan Ekelund and Åke Persson comprise the Nominating Committee.
OTHER
The Annual Report and Audit Report, as well as other key documents, will be available at the company’s office (address: VBG GROUP AB, Box 1216, SE-462 28 Vänersborg, Sweden) at least two weeks before the General Meeting and can be sent to shareholders who give their mailing address on request.
Vänersborg, April 2008
Board of Directors of VBG GROUP AB (publ)