Right to attend
Shareholders who wish to attend the Annual General Meeting must be recorded in the share register maintained by Euroclear Sweden AB as per Wednesday, 10 April 2013, and to have informed the Company of their intention to attend the Meeting by 12 noon on Wednesday, 10 April 2013 at the latest.
Shareholders who have registered their shares with a trustee must ensure that their shareholding be temporarily registered in the share register maintained by Euroclear Sweden AB in order to have the right to attend the Meeting. Such registration must be made by Wednesday, 10 April 2013 at the latest, which in turn implies that shareholders must inform their trustee in good time prior to this date.
Notice of intention to attend
Notification of intention to attend the Annual General Meeting must be made in writing to Sensys Traffic AB, Box 2174, 550 02 Jönköping, Sweden or by telephone at +46 (0)36 34 29 80 or by fax at +46 (0)36 12 56 99 or via e-mail to email@example.com. Upon giving notice of intention to attend the Meeting, shareholders must state their name, personal ID or corporate registration number, daytime telephone number, the number of shares held and, when applicable, the number of assistants (maximum two) that are expected to also attend the Meeting. Should a shareholder wish to be represented at the Meeting by proxy, a power of attorney and other legitimacy papers should be attached to the notification. Proxy forms are available at the Company's website at www.sensys.se.
1. Opening of the Meeting
2. Election of chairperson of the Meeting
3. Establishment and approval of a voting list
4. Approval of the agenda of the Meeting
5. Election of a person to verify the minutes
6. Determination as to whether the Meeting has been duly convened
7. Presentation of the annual report and accounts and the audit report
8. Report of the chief executive officer
9. Resolution regarding the adoption of the income statement and balance sheet
10. Resolution regarding the dispositions to be made of the Company's profit or loss as per the adopted balance sheet
11. Resolution regarding the discharge from liability of the board of directors and chief executive officer
12. Determination of the number of board members and deputies, and the number of auditors and deputy auditors
13. Determination of the fees to be paid to members of the board and to the auditors
14. Election of board members and the chairman of the board
15. Election of auditors
16. Proposal of the board of directors regarding guidelines for remuneration to senior executives
17. Resolution regarding the composition of the nominating committee
18. Closing of the meeting.
Dividend (Item 10)
The board of directors has proposed that no dividend be paid.
Board of Directors (items 2, 12-15)
The Nominating Committee appointed by last year's Annual General Meeting of Shareholders, composed of Sten K Johnson, Lars-Gunnar Berntsson, Jan Ahnberg and Jan Johansson, has submitted the following proposals with regard to items 2 and 12-15:
Chairman of the Meeting: Peter Svensson.
Board Members: Re-election of Peter Svensson, Jeanette Jakobsson, Gunnar Jardelöw, Anders Norling, Torbjörn Sandberg, Ingemar Skogö and Claes Ödman.
Chairman of the Board: Re-election of Peter Svensson.
Fees to Board Members: A total of SEK 560,000 of which SEK 110,000 to the Chairman of the Board and SEK 75,000 to each of the other Board Members. Further to agreement with Sensys Traffic, fees to Board Members may be invoiced through a company, whereby the invoiced fee shall be adjusted so that cost-neutrality be attained for Sensys Traffic.
Auditors: Re-election of the registered auditing firm Öhrlings PricewaterhouseCoopers AB with authorised public accountant Martin Odqvist as principal auditor.
Audit fee: As per approved invoicing within the framework of the overall price quotation.
Further information regarding the proposed Board Members is available via the Company's website at www.sensys.se.
Proposal of the board of directors regarding guidelines for remuneration to senior executives (Item 16)
The proposal of the board of directors, which contains guidelines concerning salary, pension and other employment conditions for senior executives, is set out in the Administration Report in the Company's annual report and accounts.
Nominating Committee (item 17)
The shareholder Danske Capital SE has proposed that the Annual General Meeting of Shareholders appoints a Nominating Committee composed of four members. It is proposed that Andre Vatsgar, Lars-Gunnar Berntsson, Jan Johansson and Anders Bergstrand be appointed as members of the Nominating Committee. The tasks of the Nominating Committee shall follow the Swedish Code of Corporate Governance. Should a member of the Nominating Committee resign before the Committee has completed its work, the Committee shall have the right to appoint a replacement.
The annual report and accounts and the audit report, pursuant to Chapter 8, section 54 of the Swedish Companies Act, as well as other underlying documentation will be available at the Company's offices and on its website at www.sensystraffic.se at least three weeks before the Annual General Meeting, and will be sent to those shareholders who so request and who provide their postal address.
Shareholders are reminded of their right to request further information pursuant to Chapter 7, section 32 of the Swedish Companies Act.
The share capital of Sensys Traffic AB is divided into a total of 479,837,886 shares, giving right to an equal number of votes.
Jönköping, March 2013
The Board of Directors of Sensys Traffic AB (publ)
Download documents (only in Swedish):
Revisorsyttrande enligt 8 kap 54 aktiebolagslagen
Styrelsens utvärdering av ersättning till ledande befattningshavare