Invitation to the ordinary General Meeting of Shareholders of
Fenix Outdoor International AG
Dear Shareholder,
The Board of Directors is pleased to invite you to the ordinary General
Meeting concerning the financial year 2017
Date: Wednesday, 25 April 2018, 2 pm
Place: Hemvärnsgatan 9, Solna (Sweden)
I. Agenda items and motions of the Board of Directors
1. Approval of the Annual Report 2017 and taking note of the audit
report
The Board of Directors proposes to approve the Annual Report 2017
consisting of the consolidated financial statements, parent financial
statements as well as the compensation report and to take note of the
Audit Reports.
2. Appropriation of the balance sheet profit 2017
The Board of Directors proposes to approve the appropriation of the
balance sheet profit 2017 as follows:
Retained earnings
Profit reserves at the beginning of the period TEUR 48 194
Net profit of the year TEUR
42 768
Profit reserves at the end of the year TEUR 90
962
Allocation to the general legal profit reserves TEUR
-
Profit to be carried forward TEUR
90 962
Proposal of the appropriation
Capital contribution reserves TEUR
423 946
Capital contributions TEUR
-
Dividends
TEUR 13 674
Capital contribution reserves TEUR
410 272
Dividend
The Board of Directors proposes the distribution of a dividend in the
amount of EUR 1,016/SEK 10,00 (previous year: 0,837/8,00) per share of
category B and EUR 0,1016/SEK 1,00 (previous year: 0,0837/0.80) per
share of category A, total EUR 13 673 581).
3. Discharge of the members of the Board of Directors and the Senior
Executives
The Board of Directors proposes to grant discharge to the members of the
Board of Directors and the Senior Executives for their actions taken in
the financial year 2017.
4. Elections
4.1. Members of the Board of Directors
The Board of Directors proposes to elect:
Mr. Rolf Schmid as member of the Board of Directors for a term until the
conclusion of the next ordinary General Meeting of Shareholders;
The Board of Directors proposes to re-elect:
a)Mr. Ulf Gustafsson as member of the Board of Directors for a term
until the conclusion of the next ordinary General Meeting of
Shareholders;
b)Mr. Mats Olsson as member of the Board of Directors for a term until
the conclusion of the next ordinary General Meeting of Shareholders.
c)Mr. Hans Sebastian Von Wallwitz as member of the Board of Directors
for a term until the conclusion of the next ordinary General Meeting of
Shareholders;
d)Mrs. Gitte Susanne Dalsgaard Nordin as member of the Board of
Directors for a term until the conclusion of the next ordinary General
Meeting of Shareholders.
The Board of Directors also proposes to elect Mr Sven Stork as Permanent
honorary member of the Board.
4.2. Chairman of the Board of Directors
The Board of Directors proposes to elect Mr. Martin Nordin as Chairman
of the Board of Directors for a term until the conclusion of the next
ordinary General Meeting of Shareholders.
4.3. Compensation Committee
The Board of Directors proposes to elect:
Mr. Ulf Gustafsson as member of the Compensation Committee for a term
until the conclusion of the next ordinary General Meeting of
Shareholders;
The Board of Directors proposes to re-elect:
Mrs. Gitte Susanne Dalsgaard Nordin as member of the Compensation
Committee for a term until the conclusion of the next ordinary General
Meeting of Shareholders.
4.4. Independent Proxy
The Board of Directors proposes to elect Dr. iur. Philippe Meyer,
attorney at law, as Independent Proxy (with respect to General Meetings
of Shareholders to be held in Switzerland) and Mr. Lars Sandberg,
attorney at law, as Independent Proxy (with respect to General Meetings
of Shareholders to be held in Sweden), both for a term until the
conclusion of the next ordinary General Meeting of Shareholders.
4.5. Auditor
The Board of Directors proposes to re-elect Ernst & Young Ltd
(CHE-491.907.686), in Zürich, for a term until the conclusion of
the next ordinary General Meeting of Shareholders.
5. Compensation
5.1. Approval of the total fixed compensation to the Board of Directors
for the financial year 2019
The Board of Directors proposes to approve the total fixed compensation
to the Board of Directors for the financial year 2019 amounting to a
maximum of EUR 900 000.
5.2. Approval of the total fixed compensation to the Senior Executives
for the financial year 2019
The Board of Directors proposes to approve the total fixed compensation
to the Senior Executives for the financial year 2019 amounting to a
maximum of EUR 3 200 000
5.3. Approval of the total variable compensation to the Senior
Executives for the financial year 2017
Board of Directors proposes to approve the total variable compensation
to the Senior Executives for the financial year 2017 equal to a maximum
amount of EUR 600 000.
II. Documents
The annual report, the financial statements, the consolidated financial
statements as well as the audit report for the business year 2017 are
available for inspection at the Company's registered office in Zug.
Copies of the documents are also available on the Company's website
www.fenixoutdoor.se.
III. Notification
Shareholders who wish to attend (in person, representation by proxy or
by the Independent Proxy) the ordinary General Meeting must be recorded
in the Company's share register as at Thursday 19 April 2018 and must
notify the Company no later than Monday 23 April 2018, 1 p.m. by
telephone +46 660 26 62 00, by mail to Fenix Outdoor International AG,
Hemvärnsgatan 15, 171 54 Solna (Sweden) or by e-mail
info@fenixoutdoor.se
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of their attendance. An e-mail from the Company confirming the receipt
of the notification must be presented at the entrance in order to be
admitted to the ordinary General Meeting. The notification of the
Shareholder must include name, personal identification number
(registration number), address, email address (if applicable), phone
number and the names of accompanying advisors, if any.
Shareholders holding shares through a nominee must, in order to be
entitled to attend and vote (in person, representation by proxy or by
the Independent Proxy) at the ordinary General Meeting, temporarily
register the shares in their own name. For the shares to be
re-registered in time, shareholders should instruct the nominee, bank or
broker that manages the shares, well in advance of Thursday 19 April
2018 for temporary re-registration, so called voting registration. After
the shares have been registered in the shareholder's own name, the
shareholder shall follow the instructions as set out above in this
section III.
IV. Representation and proxy
Shareholders who do not personally attend the ordinary General Meeting
may be represented as follows:
-- by any representative, who does not need to be a shareholder;
-- by the designated Independent Proxy being Mr. Lars Sandberg (Skarp
Stockholm Advokatbyrå AB, attn. Lars Sandberg, P.O. Box 7467, 103 92
Stockholm, Sweden).
In case representation is intended by proxy, the proxy should be
submitted to the representative in original along with the notification.
Proxy forms are available on the Company's website www.fenixoutdoor.se.
In case representation is intended by the Independent Proxy, the
instruction form should be submitted in original along with the
notification to the Independent Proxy and in advance by e-mail (as
mentioned on the instruction form). Instruction forms are available on
the Company's website www.fenixoutdoor.se. The instruction form must
reach the Independent Proxy by e-mail no later than Friday 20 April
2018.
V. Shares and votes
As of 27 March 2018, the total number of shares and votes in Fenix
Outdoor International AG is 35,060,000, whereof 24,000,000 are category
A shares and 11,060,000 are category B shares. As of the same date, the
company holds 6 700 B-shares, of these as treasury shares.
Zug, 27 March 2018
Fenix Outdoor International AG
On behalf of the Board of Directors
Sven Torsten Stork, Chairman
AGM 2018 04 25.docx
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(END) Dow Jones Newswires
March 27, 2018 11:00 ET (15:00 GMT)
