Annual General Meeting in ASSA ABLOY AB

Annual General Meeting in ASSA ABLOY AB 
STOCKHOLM, SWEDEN -- (Marketwire) -- 03/20/13 --  
The shareholders of ASSA ABLOY AB are hereby invited to attend the
Annual General Meeting to be held on Thursday 25 April 2013 at 3.00
p.m., at Moderna
Museet, Skeppsholmen, Stockholm. 


 
Notice of Attendance etc.
 
Shareholders who wish to attend the Annual General Meeting must:
  * be recorded in the share register kept by Euroclear Sweden AB on
    Friday 19 April 2013, and
  * notify the company of their intent to attend no later than Friday 19
    April 2013. Notice of attendance can be given on www.assabloy.com,
    by telephone +46 8 506 485 14 or in writing by mail to ASSA ABLOY
    AB, Annual General Meeting, P.O. Box 7842, SE-103 98 Stockholm,
    Sweden.

 
When  giving notice of attendance, the shareholder shall state name,
personal or corporate identification number, address, telephone
number, number of shares and names  of assistants attending, if  any.
The information given  in the notice of attendance  will be data
processed  and used only in  connection with the Annual
General 
Meeting 2013. An entrance card, to be shown at the registration for
the Annual  General  Meeting,  will  be  sent  as  confirmation  of 
the notice  of attendance. 
Shareholders  whose  shares  are  nominee  registered  through  a 
bank or other
nominee,  must, in addition of giving  notice of
attendance,  request that their
shares be temporarily registered in
their own name in the share register kept by Euroclear  Sweden AB  in
order  to have  the right  to attend the Annual General
Meeting. 
Such  registration  must  be  effected  on  Friday, 19 April 2013,
and shareholders  should inform their bank or other  nominee well in
advance of this
date.  If participation is by proxy, the proxy should
be submitted in connection
with the notice of attendance and must be
presented in original at the latest at the Annual General Meeting.
Proxy forms are available on www.assaabloy.com. 
Agenda 


 
 1.  Opening of the Meeting.
 
 2.  Election of Chairman of the Meeting.
 
 3.  Preparation and approval of the voting list.
 
 4.  Approval of the agenda.
 
 5.  Election of two persons to approve the minutes.
 
 6.  Determination of whether the Meeting has been duly convened.
 
 7.  Report by the President and CEO, Mr. Johan Molin.
 
 8.  Presentation of:
 
     a) the Annual Report and the Audit Report as well as the Consolidated
        Accounts and the Audit Report for the Group,
 
     b) the Group Auditor's Report regarding whether there has been
        compliance with the remuneration guidelines adopted on the 2012
        Annual General Meeting,
 
     c) the Board of Directors proposal regarding distribution of earnings
        and motivated statement.
 
 9.  Resolutions regarding:
 
     a) adoption of the Statement of Income and the Balance Sheet as well
        as the Consolidated Statement of Income and the Consolidated
        Balance Sheet,
 
     b) dispositions of the company's profit according to the adopted
        Balance Sheet,
 
     c) discharge from liability of the members of the Board of Directors
        and the CEO.
 
 10. Determination of the number of members of the Board of Directors.
 
 11. Determination of fees to the Board of Directors and Auditors.
 
 12. Election of the Board of Directors, Chairman of the Board of Directors
     and Vice Chairman of the Board of Directors.
 
 13. Election of members of the Nomination Committee and determination of
     the assignment of the Nomination Committee.
 
 14. Resolution regarding guidelines for remuneration to senior management.
 
 15. Resolution regarding authorisation to repurchase and transfer Series B
     shares in the company.
 
 16. Resolution regarding long term incentive programme.
 
 17. Closing of the Meeting.

 
Item 2 - Election of Chairman of the Meeting 
The  Nomination Committee, consisting of  Chairman Gustaf Douglas
(Investment AB Latour),  Mikael Ekdahl (Melker Schorling AB),
Liselott Ledin (Alecta), Marianne
Nilsson  (Swedbank Robur fonder)
and Per-Erik Mohlin (SEB fonder/SEB Trygg Liv),
proposes that Lars
Renstrom is elected Chairman of the Annual General Meeting. 
Item 9 b) - Disposition of the company's profit according to the
adopted Balance
Sheet 
The Board of Directors proposes a dividend of SEK 5.10 per share. As
record date
for the dividend, the Board of Directors proposes Tuesday
30 April 2013. Subject
to resolution by the Annual General Meeting in
accordance with the proposal, the dividend  is expected to be 
distributed by Euroclear Sweden  AB on Monday 6 May 2013. 
Items  10-12 - Determination of the number of members of the Board of
Directors,
determination  of fees  to the  Board of  Directors and 
the Auditors as well as election  of the Board of Directors, Chairman
of the Board of Directors and Vice
Chairman of the Board of Directors 
The  Nomination Committee proposes  that the Annual  General Meeting
resolves as follows. 
- The number of members of the Board of Directors shall be eight. 
- Fees to the Board of Directors shall remain unchanged in relation
to the previous year and amount to a total of SEK 4,600,000
(remuneration for committee
work not included) to be distributed
among the members of the Board of Directors
as follows; SEK 1,350,000
to the Chairman, SEK 750,000 to the Vice Chairman and
SEK 500,000 to
each of the other members of the Board of Directors appointed by the
Annual General Meeting and not employed by the company. As
remuneration for
the committee work, the Chairman of the Audit
Committee is to receive SEK 200,000, the Chairman of the Remuneration
Committee SEK 100,000, members of the
Audit Committee (the Chairman
excluded) SEK 100,000, and  members of the Remuneration Committee
(the Chairman excluded) SEK 50,000. 
- Fees to the Auditors according to contract. 
- Re-election of Lars Renstrom, Carl Douglas, Birgitta Klasen, Eva
Lindqvist, Johan Molin, Sven-Christer Nilsson, Jan Svensson and Ulrik
Svensson as members of the Board of Directors. 
- Re-election of Lars Renstrom as Chairman of the Board of Directors
and Carl
Douglas as Vice Chairman of the Board of Directors. 
Item  13 - Election of members of  the Nomination Committee and
determination of the assignment of the Nomination Committee 
The  Nomination  Committee  proposes  that  the  Annual General
Meeting resolves
mainly as follows. 
-  The  Nomination  Committee  shall  consist  of  five  members,
who, up to and including  the Annual General Meeting  2014, shall be
Gustaf Douglas (Investment
AB  Latour),  Mikael  Ekdahl  (Melker 
Schorling  AB),  Liselott Ledin (Alecta),
Marianne  Nilsson (Swedbank
Robur  fonder) and Johan  Strandberg (SEB fonder/SEB
Trygg  Liv). 
Gustaf  Douglas  shall  be  appointed  Chairman  of the
Nomination
Committee. 
- If a shareholder represented by one of the members of the
Nomination Committee
ceases  to be  among the  major shareholders  of
ASSA  ABLOY AB,  the Nomination
Committee  shall be  entitled to 
appoint another  representative of  one of the major shareholders to
replace such a member. The same applies if a member of the Nomination
 Committee ceases to be employed by  such a shareholder or leaves the
Nomination  Committee  before  the  Annual  General  Meeting  2014
for any other
reason. 
-  The  Nomination  Committee  shall,  before  the Annual General
Meeting 2014,
prepare  and submit  proposals for;  election of 
Chairman of the Annual General
Meeting,  election of  Chairman, Vice 
Chairman, other  members of  the Board of Directors  and auditor as
well as fees to the auditor and the Board of Directors
(including 
distribution of fees among the Chairman, Vice Chairman and the
other
members of the Board of Directors and remuneration for
committee work). 
Item 14 - Resolution regarding guidelines for remuneration to senior
management
The  Board  of  Directors  proposes  that  the  Annual 
General  Meeting adopts
guidelines for the remuneration and other
employment conditions of the President
and  CEO and other members of
the ASSA ABLOY Executive Team mainly in accordance
with the
following. 
The  basic principle  is that  the remuneration  and other employment
conditions
should be in line with market conditions and be
competitive. ASSA ABLOY observes
both global practice as well as
practice of the native country of each member of the Executive Team. 
The  total remuneration  of the  Executive Team  should consist of
basic salary,
variable  components in the form of  annual and long
term variable remuneration,
other  benefits and pension. The basic 
salary should be competitive and reflect
responsibility  and
performance. The variable part consists of remuneration paid
partly
in cash and partly in the form of shares. 
The  Executive  Team  should  have  the  opportunity  to  receive 
variable cash
remuneration  based on  the outcome  in relation  to
financial targets and, when
applicable,  individual  targets.  This 
remuneration  should be equivalent to a maximum 75 per cent of the
basic salary (excluding social security costs). 
In  addition, the Executive  Team should, within  the framework of 
the Board of Directors'  proposal for  a long  term incentive 
program, in  Item 16, have the opportunity  to receive variable
remuneration in the form of shares based on the outcome  in relation 
to a  range determined  by the  Board of Directors for the
performance  of  earnings  per  share  during 2013. This remuneration
model also
includes  the right, when purchasing  a share, to receive 
a free matching share
from the company under certain conditions. This
remuneration shall, if the share
price  is unchanged, be  equivalent
to maximum  75 per cent of  the basic salary
(excluding social
security costs). 
All  members of  the Executive  Team should  be covered  by defined
contribution
pension  plans. If  the CEO  is given  notice, the 
company is liable to pay the equivalent  of 24 months'  salary and 
other employment  benefits. If one of the other  members of the
Executive  Team is given notice,  the company is liable to pay  a
maximum six  months' basic salary  and other employment  benefits
plus an additional 12 months' basic salary. 
The  Board of Directors shall have the right to deviate from these
guidelines if there are particular reasons for doing so in an
individual case. 
Item 15 - Resolution regarding authorisation to repurchase and
transfer Series B shares in the company 
The  Board of Directors proposes that  the Annual General Meeting
authorises the Board  of  Directors  to  pass  a  resolution,  on 
one  or  more occasions, on repurchasing  Series B shares  in the
company  for the period  up until the next
Annual  General Meeting.
The repurchase shall  maximum comprise so many Series B shares that
the company's holding does not at any time exceed 10 per cent of the
total number of shares in the company. The repurchase of shares shall
take place
on  NASDAQ OMX Stockholm. The  repurchase of the shares  on
NASDAQ OMX Stockholm
may  only occur at  a price within  the share
price  interval registered at that
time, where share price interval
means the difference between the highest buying
price and the lowest
selling price. Payment of the shares shall be made in cash. 
Furthermore,  the Board  of Directors  proposes that  the Annual
General Meeting
authorises  the  Board  of  Directors  to  pass  a 
resolution,  on  one or more
occasions,  on transferring  Series B 
shares in  the company  for the period up until  the next Annual
General Meeting, on NASDAQ OMX Stockholm or in connection
with 
acquisitions of companies  or businesses. Transfers  of Series B
shares on NASDAQ  OMX Stockholm may only occur at  a price within the
share price interval
registered  at that  time. The  authorisation
includes  the right  to resolve on deviation  of the  preferential
rights  of shareholders  and that payment may be made in other forms
than cash. 
The purpose of the proposal is, among other things, to make possible
the ability
to  continuously adapt the company's capital structure and
thereby contribute to increased  shareholder  value,  to  be  able  to
 exploit attractive acquisition
opportunities  by  fully  or  partly 
financing  future  acquisitions  with the
company's own shares, and
to ensure the company's undertakings, including social
security 
costs, in accordance with the Board  of Directors' proposal for a
long
term incentive program under Item 16. 
The  proposal in  Item 15 requires  an approval  of shareholders
representing at least  two-thirds of  both the  shares and  number of
 votes represented at the Annual General Meeting to be valid. 
Item  16 - Resolution  regarding the  Board of  Directors proposal 
of long term
incentive programme 
The  Board of  Directors proposes  that the  Annual General  Meeting
resolves to implement  a new  long term  incentive programme  for
senior  executives and key employees within the ASSA ABLOY Group
("LTI 2013") mainly in accordance with the following. 
LTI  2013 is  proposed  to  include  approximately  90 senior
executives and key employees  within the ASSA  ABLOY Group. LTI  2103
entails that the participants
will  invest in  Series B  shares in 
ASSA ABLOY  at market  price, in an amount
corresponding to maximum
15 per cent (CEO and other senior executives) or 10 per cent  (other
participants), respectively, of the participants basic salary.
Such
personal  investment will thereafter be matched  by the company
through granting
of  so called  matching awards  and performance 
awards, in  accordance with the terms stipulated below. 
The  purpose of  LTI 2013 is  to retain  and recruit  competent
employees to the Group, provide competitive remuneration and to align
the interests of the senior
executives and key employees with the
interests of the shareholders. In light of the  above, the Board of
Directors believes that implementation of LTI 2013 will
have a
positive effect on the development of the Group and consequently that
LTI 2013 is beneficial to both the shareholders and the company. 
The participation in LTI 2013 of employees who have not participated
in previous
LTI  programs is subject to renunciation of customary
salary review for the year
2013. 
For each Series B share the CEO purchases under LTI 2013, he will be
granted one matching award and four performance awards. For each
Series B share other senior
executives  (currently  eight 
individuals)  purchase  under LTI 2013, each such
individual  will be
awarded one matching award and three performance awards. For each 
Series B share other  participants (approximately 80 individuals)
purchase
under  LTI 2013, each such individual will be awarded one
matching award and one performance award. 
Each  matching award  entitles the  holder to  receive a  Series B 
share in the company,  free of  charge, three  years after  allotment
of  the matching award,
provided  that the holder, with some
exceptions,  at the time of release of ASSA
ABLOY's interim report
for the first quarter 2016, still is employed by the ASSA
ABLOY 
Group  and  has  maintained  the  shares  purchased  under LTI 2013.
Each
performance  award  entitles  the  holder  to  receive  a 
Series B share in the company,  free of charge, three years  after
allotment of the performance award,
provided that the above
conditions have been fulfilled. In addition to this, the maximum
determined target level in respect of increase of the company's
earnings
per  share during 2013, as  defined by the  Board of
Directors,  shall have been
fulfilled   for  full  allotment  of 
Series  B  shares.  The  awards  are non-transferable. 
The Board of Directors shall be responsible for preparing the
detailed terms and conditions  of LTI 2013, in accordance with  the
mentioned terms and guidelines.
To  this end, the  Board of Directors
 shall be entitled  to make adjustments to meet foreign regulations
or market conditions. 
LTI  2013 may, if the share  price for the company's  Series B share
remains the same  during the programme's  term, result in  a maximum
amount corresponding to 75 per  cent (CEO), 60 per cent (other  senior
executives) or 20 per cent (other
participants),  respectively, of
the participants annual basic salary (excluding
social   security 
costs).  Such  outcome  is  subject  to  a  maximum
personal
investment,  meaning that the  participant must purchase 
Series B shares in the company  in  an  amount  corresponding  to  15
per  cent  (CEO  and other senior
executives)   or   10 per   cent 
(other  participants),  respectively,  of the
participants  basic
salary, maintain the initially purchased shares and that the
participant,  with some exceptions, still is employed during the
vesting period,
and that the performance based condition has been
fully achieved. 
The total amount of shares, which corresponds to the participant's
total maximum
personal investment, and thus the total amount of awards
in LTI 2013, depends on the  share price for  the company's Series  B
share at  the time of allotment of awards  under LTI 2013. Provided
that the share price for the company's Series B share  is traded at
around SEK 260 at the  time of allotment of awards under LTI 2013,
LTI  2013 will, in accordance  with the above  principles and
assumptions,
comprise  maximum  245,000 Series  B  shares  in  total,
 which corresponds  to approximately  0.1 per cent  of the  total
outstanding  shares and  votes in the company. 
In  accordance with the above principles and assumptions, the ASSA
ABLOY Group's
cost  for  LTI  2013 is  estimated  to  approximately 
SEK  59 million in total,
allocated  over the vesting period.
Estimated social security costs are included
in  this amount. To
ensure  the delivery of Series  B shares under LTI 2013, the company 
intends to enter into an agreement  with a third party, under which
the third  party shall, in its own name, acquire and transfer Series B
shares to the participants under LTI 2013. 
Shares and votes 
The  total number of shares  in the company at  the time for the
notification to the Annual General Meeting amount to 370,858,778
shares, of which 19,175,323 are shares  of Series A and 351,683,455
shares of Series B, which is equivalent to a total   of  543,436,685
votes.  ASSA  ABLOY  is  holding  at  the  time  of the
notification 
to the  Annual General  Meeting, 600,000 own  shares of Series B,
corresponding to 600,000 votes that may not be represented at the
Annual General
Meeting. 
Shareholders' right to request information 
The shareholders are reminded of their right to request information
from the
Board of Directors and the CEO at the Annual General Meeting
in respect of circumstances which may affect the assessment of a
matter on the agenda or circumstances which may affect the company's
financial position. 
Additional Information 
The Annual Report and the Audit Report and the other documents
concerning Items
8-16 above will be available at the company and on
the company website www.assaabloy.com latest on 4 April 2013. Copies
of the documents will be sent
free of charge to shareholders who so
request and state their address and will
also be available at the
Annual General Meeting. 


                                    Welcome!
                            Stockholm in March 2013
                             The Board of Directors
                              ASSA ABLOY AB (publ)

 
Press release PDF: http://hugin.info/1014/R/1686638/552992.pdf 
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(i) the releases contained herein are protected by copyright and    
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(ii) they are solely responsible for the content, accuracy and     
originality of the information contained therein. 
Source: ASSA ABLOY via Thomson Reuters ONE 
[HUG#1686638] 
FURTHER INFORMATION CAN BE OBTAINED FROM: 
Johan Molin
President and CEO
Tel: +46 8 506 485 42 
Carolina Dybeck Happe
Chief Financial Officer
Tel: +46 8 506 485 72
 
 
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