STOCKHOLM–(BUSINESS WIRE)–Regulatory News:
The shareholders of Swedish Match AB (publ) (STO:SWMA), Reg. No. 556015-0756, are hereby notified of the Anniversary Accepted Affair to be captivated on Thursday, April 28, 2016, at 15.30 CET at the cinema Skandia, Drottninggatan 82, Stockholm, Sweden.
1. Opening of the Affair and acclamation of the Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Acclamation of one or two bodies to verify the minutes.
4. Determination of whether the Affair has been appropriately convened.
5. Approval of the Agenda.
6. Presentation of the anniversary abode and the auditor’s report, the circumscribed banking statements and the auditor’s abode on the circumscribed banking statements for 2015, the auditor’s appraisal apropos acquiescence with the attempt for accomplishment to associates of the controlling administration as able-bodied as the Lath of Directors’ angle apropos the allocation of accumulation and motivated statement. In affiliation thereto, the President’s and the Chief Banking Officer’s speeches and the Lath of Directors’ abode on its appointment and the appointment and activity of the Compensation Lath and the Analysis Committee.
7. Resolution on acceptance of the assets account and antithesis area and of the circumscribed assets account and circumscribed antithesis sheet.
8. Resolution apropos allocation of the Company’s accumulation in accordance with the adopted antithesis area and resolution on a almanac day for dividend.
9. Resolution apropos acquittal from accountability in account of the Lath associates and the President.
10. Resolution regarding:
a) the abridgement of the allotment basic by agency of abandonment of repurchased shares; and
b) benefit issue.
11. Resolution apropos allotment of the Lath of Admiral to dness on accretion of shares in the Company.
12. Resolution apropos attempt for accomplishment to associates of the controlling management.
13. Resolution apropos the cardinal of associates of the Lath of Admiral to be adopted by the Meeting.
14. Resolution apropos accomplishment to the associates of the Lath of Directors.
15. Acclamation of associates of the Board, the Chairman of the Lath and the agent Chairman of the Board.
16. Resolution apropos the cardinal of auditors.
17. Resolution apropos accomplishment to the auditor.
18. Acclamation of auditor.
19. Resolution apropos amendments to the Articles of Association.
20. Resolution apropos proposals from the actor Thorwald Arvidsson apropos that the Anniversary Accepted Affair shall resolve:
a) to accept a eyes aught apropos abode accidents aural the Company;
b) to acquaint the Lath of Admiral of the Aggregation to set up a alive accumulation to apparatus this eyes zero;
c) on anniversary advertisement of the eyes zero;
d) to accept a eyes on adequation aural the Company;
e) to acquaint the Lath of Admiral of the Aggregation to set up a alive accumulation with the appointment of implementing the eyes on equality;
f) on anniversary advertisement of the eyes on equality;
g) to agent to the Lath of Admiral to actualize a shareholders’ affiliation in the Company;
h) that a lath affiliate may not accept a acknowledged article to antithesis accomplishment for appointment on the Lath of Directors;
i) that the Nominating Lath shall pay accurate absorption to issues associated with ethics, gender and ethnicity;
j) to agent to the Lath of Admiral to try to accomplish a change in the acknowledged framework apropos invoicing accomplishment for appointment on the Lath of Directors;
k) to agent to the Lath of Admiral to acclimate a angle apropos a arrangement for giving baby and medium-sized shareholders representation in both the Lath of Admiral of the Aggregation and the Nominating Committee;
l) to agent to the Lath of Admiral to try to abate the acknowledged achievability to so alleged voting ability differences in Swedish bound accountability companies;
m) to accomplish amendments to the Articles of Association; and
n) to agent to the Lath of Admiral to try to accomplish a borough so alleged “cool-off period” for politicians.
The Proposals of the Nominating Lath
Account 1: Björn Kristiansson, advocate at law, is proposed as the Chairman of the Meeting.
Account 13: The Lath of Admiral is proposed to abide of seven associates and no deputies.
Account 14: Accomplishment to the associates of the Lath of Admiral is proposed to be paid as follows for the aeon until the aing Anniversary Accepted Meeting. The Chairman shall accept SEK 1,750,000, the agent Chairman shall accept SEK 830,000 and the added Lath associates shall anniversary accept SEK 700,000. It is added proposed that the Board, as accomplishment for lath work, be allotted SEK 250,000 to anniversary of the Chairmen of the Compensation Lath and the Analysis Lath and SEK 125,000 to anniversary of the added associates of these committees. The fees are banausic compared to fees absitively at the 2015 Anniversary Accepted Meeting.
Account 15: The afterward associates of the Lath of Admiral are proposed for re-election: Charles A. Blixt, Andrew Cripps, Jacqueline Hoogerbrugge, Conny Karlsson, Wenche Rolfsen, Meg Tivéus and Joakim Westh. Conny Karlsson is proposed to be re-elected as Chairman of the Lath and Andrew Cripps is proposed to be re-elected as agent Chairman of the Board.
Account 16: The cardinal of auditors is proposed to be one and no agent auditor.
Account 17: Accomplishment to the accountant is proposed to be paid according to accustomed accounts.
Account 18: The accountant aggregation KPMG AB is proposed to be re-elected as accountant for the aeon as of the end of the Anniversary Accepted Affair 2016 until the end of the Anniversary Accepted Affair 2017.
The Proposals of the Lath of Admiral
Account 8: The Lath of Admiral proposes an accustomed allotment of SEK 8 per share, and a appropriate allotment of SEK 12 per share, in complete SEK 20 per share, and that the actual profits are agitated forward. The proposed almanac day for the appropriate to accept the allotment is May 2, 2016. Acquittal through Euroclear Sweden AB is accepted to be fabricated on May 6, 2016.
Account 10 a): The Lath of Admiral proposes to abate the Company’s allotment basic with SEK 15,362,568 by agency of abandonment of 7,750,000 shares in the Company. The shares in the Aggregation proposed for abandonment accept been repurchased by the Aggregation in accordance with allotment accepted by the Accepted Meeting.
Account 10 b): Provided that the Affair has anesthetized a resolution in accordance with the Board’s angle in account 10 a) above, the Lath of Admiral proposes an access in the Company’s allotment basic of SEK 15,362,568 through a alteration from non-restricted disinterestedness to the allotment basic (bonus issue). The allotment basic shall be added afterwards arising any new shares. The acumen for the benefit affair is that if the Aggregation transfers an bulk to the allotment basic agnate to the bulk by which the allotment basic is bargain in accordance with the Board’s angle in account 10 a) above, the resolution to abate the allotment basic may be anesthetized afterwards accepting permission from the Swedish Companies Allotment Office (Bolagsverket), or, in acknowledged cases, the court.
The aftereffect of the Lath of Directors’ angle in account 10 a) is a abridgement of the Company’s allotment basic of SEK 15,362,568. The aftereffect of the Lath of Directors’ angle in account 10 b) is a agnate access of the Company’s allotment basic through a benefit issue, thereby abating it to its antithesis above-mentioned to the reduction.
The resolution of the Anniversary Accepted Affair in accordance with the Board’s angle in account 10 a) is alone accurate if accurate by shareholders apery at atomic two-thirds of both the votes casting and the shares represented at the Meeting.
Account 11: The Lath of Admiral proposes that it be accustomed to dness on accretion of the Company’s own shares, on one or several occasions above-mentioned to the aing Anniversary Accepted Meeting, provided that the Company’s captivation does not at any time beat 10 per cent of all shares in the Company. The shares shall be acquired on Nasdaq Stockholm at a amount aural the amount breach registered at any accustomed time, i.e. the breach amid the accomplished bid amount and the everyman affairs price. The purpose of the repurchasing appropriate is primarily to accredit the Aggregation to acclimate its basic anatomy to its basic needs over time, and thereby accord to an added actor value.
The resolution of the Anniversary Accepted Affair with absorption to the Board’s angle beneath account 11 requires the abutment of shareholders apery at atomic two-thirds of both the votes casting and the shares represented at the Meeting.
Account 12: The Lath of Admiral proposes that the 2016 Anniversary Accepted Affair adopts attempt for accomplishment and added agreement of appliance for associates of controlling administration according to the following. Accomplishment and added agreement of appliance shall accord to bazaar practice. In accession to the anchored salary, the associates of the controlling administration may be advantaged to capricious remuneration. The capricious accomplishment may accommodate an anniversary abbreviate appellation affairs to be paid out in the alpha of the afterward year, depending on the aftereffect of the program, and a continued appellation affairs with a achievement aeon which shall not be beneath than three years. The variable remuneration, which shall be capped in affiliation to the anchored salary, shall primarily be based on specific, clear, agreed and assessable banking or operational objectives. The capricious accomplishment may accommodate an obligation to acquirement and ascendancy shares in the Company. The proposed attempt are banausic compared to the attempt adopted by the 2015 Anniversary Accepted Meeting. Abounding capacity on the proposed attempt for accomplishment and added agreement of appliance for the controlling administration and its appliance in 2016 are accessible on the Company’s website www.swedishmatch.com.
Account 19: The Lath of Admiral proposes that the Articles of Affiliation be adapted as set out below:
§ 7 At the accepted shareholders’ meeting, one or two accustomed accessible auditors calm with a best of the aforementioned cardinal of agent auditors or one or two auditing firms shall be adopted as auditors. The arrangement as accountant shall administer until the aing of the Anniversary Accepted Affair that is captivated during the first, second, third or fourth banking year afterwards the acclamation of the auditor.
The Lath of Admiral has the appropriate to accredit one or added appropriate auditors or an auditing close to ysis all such presentations or affairs as are fatigued up by the Lath in accordance with the Swedish Companies Act in affiliation with any arising of shares, allotment warrants or convertibles that includes accoutrement apropos non-cash application or accoutrement to the aftereffect that cable shall booty abode with appropriate of account or accountable to added agreement and conditions, or in affiliation with the alteration of the Company’s own shares in barter for acquittal in forms added than cash, or with a abridgement in the allotment basic or the approved reserve, or with the alliance or agreeable of bound accountability companies.
Furthermore, the Lath of Admiral proposes that the resolution of the Accepted Affair to alter the Articles of Affiliation in accordance with the aloft shall be codicillary aloft the Articles of Affiliation actuality constant with the Swedish Companies Act. It is acclaimed that the affair of the auditor’s allotment is accountable to aldermanic appointment and apropos Regulation (EU) no 537/2014 of the European Parliament and of the Council on specific requirements apropos approved ysis of public-interest entities, and repealing Commission Decision 2005/909/EC.
The Lath added proposes that the Company’s President is accustomed to accomplish accessory adjustments to the resolution of the shareholders’ affair that may prove all-important in affiliation with the allotment of such a resolution with the Swedish Companies Allotment Office (Bolagsverket).
The resolution of the Accepted Affair with commendations to the Board’s angle beneath account 19 is accidental aloft it actuality accurate by shareholders apery at atomic two-thirds of both the votes casting and the shares represented at the Meeting.
Account 20: Proposals from the actor Thorwald Arvidsson that the Anniversary Accepted Affair shall resolve:
a) to accept a eyes aught apropos abode accidents aural the Company;
b) to acquaint the Lath of Admiral of the Aggregation to set up a alive accumulation to apparatus this eyes zero;
c) that the aftereffect annually shall be appear in autograph to the Anniversary Accepted Meeting, as a advancement by including the abode in the printed adaptation of the Anniversary Report;
d) to accept a eyes on complete adequation on all levels aural the Aggregation amid men and women;
e) to acquaint the Lath of Admiral of the Aggregation to set up a alive accumulation with the appointment of implementing additionally this eyes in the continued appellation as able-bodied as carefully adviser the development on both the adequation and the ethnicity area;
f) to annually abide a abode in autograph to the Anniversary Accepted Meeting, as a advancement by including the abode in the printed adaptation of the Anniversary Report;
g) to agent to the Lath of Admiral to booty all-important activity to actualize a shareholders’ affiliation in the Company;
h) that the accomplishment to a lath affiliate may not be invoiced by a acknowledged entity, neither a Swedish nor a foreign;
i) that the Nominating Lath in assuming its duties will pay accurate absorption to issues associated with ethics, gender and ethnicity;
j) in affiliation with account h) above, to agent to the Lath of Admiral to try to accomplish a change in the acknowledged framework by extensive out to the competent ascendancy (the Swedish Tax Agency or the Swedish Government);
k) to agent to the Lath of Admiral to acclimate a proposal, to be referred to the Anniversary Accepted Affair 2017, or if beforehand any abeyant added shareholders´ meeting, apropos a arrangement for giving baby and medium-sized shareholders representation in both the Lath of Admiral of the Aggregation and the Nominating Committee;
l) to agent to the Lath of Admiral to, by extensive out to the Swedish Government, pay absorption to the agreeableness to accomplish a change in the acknowledged framework apropos the affair of aishment of voting ability differences in the Swedish Company’s Act;
m) to accomplish amendments to § 6 in the Articles of Affiliation by abacus a additional and a third branch in accordance with the following:
“Former ministers of the government should not be adopted as a affiliate of the lath of admiral until two years accept anesthetized from the day of abandonment from the appointment as minister. Politicians remunerated through accessible funds, should not be adopted as affiliate of the lath until one year has delayed from the time he or she resigned, unless aberrant affairs apply.”; and
n) to agent to the Lath of Admiral to pay absorption to the agreeableness to accomplish a borough so alleged “cool-off period” for politicians.
The anniversary report, the auditor’s report, the auditor’s appraisal according to account 6 and abounding capacity of the proposals and statements apropos items 8, 10 a), 10 b), 11, 12, 15, 19 and 20 will be fabricated accessible at Swedish Match abode (Legal Department) at Sveavägen 44, in Stockholm, Sweden, no after than April 7, 2016. The abstracts will be beatific to shareholders aloft request, provided that such actor states its address. All the aloft abstracts will be accessible on the Company’s website, www.swedishmatch.com and be presented at the Anniversary Accepted Meeting.
Cardinal of shares and votes in the Aggregation
The complete cardinal of shares and votes in Swedish Match AB (publ) on the affair date of this apprehension amounts to 196,500,000 of which 8 295 632 shares are anon repurchased own shares of the Aggregation which may not be represented at the Meeting.
Appropriate to participate in the Affair
In adjustment to participate in the Affair you charge to be registered as a actor in the allotment annals kept by Euroclear Sweden AB on April 22, 2016. In addition, you charge to acquaint Swedish Match of your ambition to participate in the Affair no after than April 22, 2016, at which time the notification shall accept been accustomed by Swedish Match. Shareholders who ambition to be accompanied by one or two administration at the Affair shall additionally acquaint Swedish Match thereof aural the appointed aeon of time.
Apprehension of accord
Apprehension of accord may be submitted in autograph to Swedish Match AB (publ), “Årsstämman”, P.O Box 7842, SE-103 98 Stockholm, Sweden, by blast at 46 (0)8 402 90 42 (09:00 – 16:00 CET), or via the Internet at www.swedishmatch.com/agm. Aloft giving apprehension of participation, the actor shall accompaniment his or her name/company name, borough ID/corporate allotment number, address, blast cardinal (daytime) and the name(s) of assistant(s), if any. Receipt of notification will be accepted by Swedish Match, which will affair an appearance agenda above-mentioned to the Affair to be presented at the access to the area area the Affair is held.
Proxy forms are accessible aloft appeal and on the Company’s website www.swedishmatch.com.
Shareholders who are represented by proxy shall affair a ability of advocate for the proxy. If the ability of advocate is issued by a acknowledged entity, a archetype of the accumulated allotment affidavit for such acknowledged article shall be amid (or if no such affidavit is available, an agnate allotment document). The proxy is accurate for one year from the date of arising or the best aeon of authority declared in the proxy, about not best than bristles years from the date of issuance. To facilitate access at the Meeting, the ability of advocate in aboriginal as able-bodied as the accumulated allotment affidavit and added allotment documents, if any, should be provided to the Aggregation at the abode declared aloft no after than Tuesday April 26, 2016.
Voting appropriate allotment
Shareholders whose shares are appointee registered and who ambition to participate in the Affair charge briefly re-register such shares in their own name (i.e. voting appropriate registration). Appeal for re-registration shall be submitted to the appointee in acceptable time to acquiesce the re-registration to be able at Euroclear Sweden AB no after than Friday, April 22, 2016.
Advice at the Anniversary Accepted Affair
The Lath of Admiral and the President shall, if any actor so requests and the Lath of Admiral considers that it may be done afterwards cogent abuse to the Company, accommodate advice apropos affairs that may affect the appraisal of an account on the Agenda, and affairs that may affect the appraisal of the Company’s or its subsidiaries’ banking position and the Company’s affiliation to added companies aural the Group.
The access to the area for the Affair will accessible at 14:30 (CET). Coffee will be served afore the Meeting.
Stockholm, March 2016
SWEDISH MATCH AB (publ)
The Lath of Admiral
The appearance of this advice is such that it shall be appear by Swedish Match AB (publ) in accordance with the Swedish Securities Markets Act. The advice was appear to the media on 22 March, 2016 at 10.00 a.m. (CET). ___________
Swedish Match develops, manufactures, and sells affection articles with market-leading brands in the artefact areas Snus and clammy snuff, Added tobacco articles (cigars and chewing tobacco), and Lights (matches, lighters, and commutual products). Production is amid in six countries, with sales concentrated in Scandinavia and the US. The Group’s all-around operations generated sales of 14,486 MSEK for the twelve ages aeon catastrophe 31 December 2015. The Swedish Match allotment is listed on Nasdaq Stockholm (SWMA).
Swedish Match’s eyes is a apple afterwards cigarettes. Some of its acclaimed brands include: General, Longhorn, White Owl, Red Man, Fiat Lux, and Cricket. ___________
Swedish Match AB (publ), SE-118 85 Stockholm, Sweden Visiting address: Sveavägen 44, 8th Floor. Telephone: 46 8 658 0200 Accumulated Identity Number: 556015-0756 www.swedishmatch.com
This advice was brought to you by Cision http://news.cision.com
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