Annual General Meeting 2013

 Shareholders of OEM International AB (publ) are hereby invited to attend the

ANNUAL GENERAL MEETING

on Monday, 22 April, 2013, at 16.00
at Badhotellets Conference Center, Ågatan 16, Tranås, Sweden

Registration

Shareholders wishing to attend the Annual General Meeting must:
– be entered in the share register held by Euroclear Sweden AB by Tuesday 16 April, 2013.
– notify the company no later than Tuesday16 April, 2013, before 1 pm at: OEM International AB, Attn.: Anna Enström, Box 1009, SE-573 28 TRANÅS, Sweden,
by telephone on +46 (0)75 242 40 05 or e-mail to anna.enstrom@oem.se.

Shareholders who have registered their shares in the name of an authorised agent must temporarily register the shares in their own name with Euroclear Sweden AB by Tuesday 16 April, 2013, to be entitled to participate at the Annual General Meeting.

Shareholders who wish to be represented by proxy should submit a signed and dated power of attorney. The original of the power of attorney should be sent in good time before the Annual General Meeting to the company at the above address. Shareholders who wish to be represented by proxy may obtain a power of attorney form from the company or from the company’s website, www.oem.se. Representatives of legal entities must enclose a copy of the relevant certificate of registration or equivalent authorisation document.

Proposed Agenda

1. Election of a Chairman for the meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons to verify the minutes with the Chairman.
4. Determination of whether the meeting has been properly convened.
5. Approval of the agenda.
6. Presentation of the submitted Annual Report and Auditors’ Report, as well as the consolidated financial statements
– Report of the Managing Director on the activities of the Group during 2012.
– Questions regarding activities in 2012.
7. Report on the work of the Board of Directors.
8. Resolution regarding the adoption of the income statement and balance sheet, and the Group’s statement of comprehensive income and statement of financial position.
9. Resolution regarding the appropriation of the company’s profit according to the adopted balance sheet.
10. Resolution to grant the members of the Board and the Managing Director discharge of liabilities.
11. Resolution regarding the number of Board members.
12. Determination of remuneration to the Board of directors and the auditors.
13. Election of the Board of Directors.
14. Election of the Chairman of the Board.
15. Election of auditor.
16. Resolution regarding guidelines for remuneration and other employment terms for senior executives.
17. Resolution regarding the Nomination Committee.
18. Resolution to authorise the Board of Directors to resolve on a new share issue.
19. Resolution to authorise the Board of Directors to acquire and transfer the company’s shares.
20. Other business.
21. Closing of the meeting.
22. Interim Report January – March 2013.

The Nomination Committee, which was appointed according to the policies adopted at the 2012 Annual General Meeting, comprises Lars-Åke Rydh (Chairman of the Nomination Committee), Jerker Löfgren, representative for Orvaus AB, Hans Franzén, Agne Svenberg and Bengt Stillström representing AB Traction, who together represent 81% of the voting rights and 46% of the capital in the company.

Item 1 – Election of a Chairman for the meeting

The Nomination Committee proposes that the Chairman of the Board, Lars-Åke Rydh, is elected as Chairman of the Annual General Meeting.
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Item 9 – Resolution regarding appropriation of the company’s profit and the record date for dividends

The Board of Directors recommends to the Annual General Meeting a dividend of SEK 3.75 per share for the financial year 2012 and Thursday 25 April, 2013, as the record date. If approved by the Annual General Meeting, the dividend is payable on Tuesday 30 April, 2013, to shareholders on the share register on the record date.
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Item 11 – Number of Board members

The Nomination Committee proposes that the Board of Directors shall be comprised of six members.

Item 12 – Determination of remuneration to the Board of directors and the auditors

The Nomination Committee proposes that a total remuneration of SEK 1,200,000 be paid to the Board of Directors, of which SEK 325,000 is to be paid to the Chairman of the Board, and SEK 175,000 to each of the other Board members appointed by the Annual General Meeting who are not employees of OEM.
The Nomination Committee further proposes that the Annual General Meeting determines that Board members shall be able to invoice the remuneration through their companies if current tax legislation allows for invoicing and provided the company will not incur any expense. If a Board member invoices the Board remuneration through his/her company, the remuneration shall be augmented by an amount equivalent to the statutory social contributions and value added tax.
The Nomination Committee proposes that the Chairperson of the Audit Committee shall be paid SEK 25,000. No other remuneration is paid for work on committees.
It is proposed that the audit fee be paid in accordance with an approved invoice.

Items 13 and 14 – Election of the Chairman of the Board and other Board members

The Nomination Committee proposes that the presiding members of the Board, Ulf Barkman, Hans Franzén, Jerker Löfgren, Agne Svenberg, Petter Stillström and Lars-Åke Rydh, be re-elected. Lars-Åke Rydh is proposed for re-election as the Chairman of the Board.

Item 15 – Election of auditor

The Nomination Committee proposes the re-election of KPMG AB, with Kjell Bidenäs as the principal auditor, effective until the 2014 Annual General Meeting.

Item 16 – Guidelines for remuneration and other employment terms for senior executives

The Board proposes that the Annual General Meeting determines on guidelines for remuneration for senior executives within the OEM Group, principally in accordance with the following.
The Board of Directors shall appoint a Remuneration Committee with the task of preparing proposals concerning employment terms, pension benefits and a bonus system for senior executives.
“Senior executives” include the Managing Director, Group management and managers who report directly to the Managing Director.
Market-level salaries and other remuneration terms shall apply for senior executives. In addition to a base salary, management may also receive variable remuneration, which can amount to a maximum of 58% of the basic pay. The remuneration level is the same as the previous year. Senior executives in the OEM Group are to have market-level defined contribution pension terms amounting, at most, to 30% of the basic pay. Which is unchanged compared to last year. The All share-related incentive schemes are to be decided by the Annual General Meeting. The maximum term of notice is 24 months and shall also include the obligation to work during the term of notice. Employment agreements shall not contain provisions for severance pay. However, there is an exception in an agreement signed in 2001, where severance pay, amounting to six (6) months’ salaries, may be made upon termination by the company when the employee reaches the age of 55. Severance pay does not imply an obligation to work. This exception means a maximum of 18 monthly salaries upon termination by the company.

The Board of Directors shall be entitled to depart from these guidelines in individual instances should there be special reasons for doing so. Such departures from the guidelines and the reasons for doing so must be reported at the next Annual General Meeting.

Decisions concerning the above require the approval of shareholders representing more than half of the votes cast.

Item 17 – Resolution regarding the Nomination Committee

The Nomination Committee proposes instructions for the Nomination Committee, the main effect of which is that the Chairman of the Board shall convene a Nomination Committee. The Nomination Committee shall consist of one representative for each (at least three and at most four) of the largest shareholders in the company and the Chairman of the Board, unless this person is already a member in his capacity as owner representative. If a shareholder does not exercise his/her right to appoint a member, the next largest shareholder in terms of voting rights is entitled to appoint a member in the Nomination Committee. The names of the members and the names of the shareholders they represent shall be published at least six months before the 2014 Annual General Meeting and shall be based on the known number of votes immediately before publication. The term of office of the Nomination Committee shall run until a new Nomination Committee is appointed. The Chairman of the Board of Directors will chair the Nomination Committee.
Should there be any significant changes in the company’s ownership structure after the appointment of the Nomination Committee, the composition of the Nomination Committee shall also be changed in line with the principles above. Shareholders who appointed a representative to be a member of the Nomination Committee shall be entitled to dismiss such a member and appoint a new one and also appoint a new representative if the member appointed by the shareholder chooses to withdraw from the Nomination Committee. Changes to the composition of the Nomination Committee shall be published as soon as such changes are made.
The Nomination Committee shall prepare proposals for the following issues and present them to the 2014 Annual General Meeting for resolution:

• proposal for a Chairman for the Meeting
• proposal for remuneration to the Board of directors and the auditors
• proposal for remuneration for any committee work
• proposal for members of the Board of Directors
• proposal for Chairman of the Board of Directors
• proposal for auditors
• proposal for a resolution regarding the Nomination Committee
The Nomination Committee shall discharge its duties as required by the Swedish Code of Corporate Governance and may, if necessary, take independent professional advice at the company’s expense in the furtherance of its work.

Decisions concerning the above require the approval of shareholders representing more than half of the votes cast.

Item 18 – Resolution to authorise the Board of Directors to resolve on a new share issue

The Board of Directors requests the Annual General Meeting to grant the Board authorisation to issue up to 1,800,000 new Class B shares in connection with business combinations.
The Board shall be able to decide on new issues with decisions on subscription in kind and thereby be able to deviate from the shareholders’ preferential rights. The authorisation shall remain in effect until the next Annual General Meeting.

The Annual General Meeting’s approval of this proposal is effective only if supported by shareholders with at least 2/3 of the votes cast as well as of the shares represented at the Meeting.

Item 19 – Resolution to grant the Board of Directors authorisation to resolve on the acquisition and transfer of the company’s shares

The Board of Directors requests the Annual General Meeting to grant the Board authorisation to acquire up to 10% of the company’s shares through purchases on NASDAQ OMX Stockholm, and, if the Board finds it appropriate, to sell all or some of the purchased shares on NASDAQ OMX Stockholm, or alternatively, to use the purchased shares as liquid assets in the event of a business acquisition.
Acquisitions and transfers of shares shall be made at a price within the registered price range on the stock exchange at the time of purchase.
The authorisation shall be considered to remain in effect until the next Annual General Meeting.

The Annual General Meeting’s approval of this proposal is effective only if supported by shareholders with at least 2/3 of the votes cast as well as of the shares represented at the Meeting.

Other information

On 15 March, 2013, the total number of shares in the company amounted to 23,169,309, whereof 4,767,096 are Class A shares and 18,402,213 are Class B shares. The total number of voting rights in the company amounts to 66,073,173. The company has a holding of 61,847 Class B shares which cannot be represented at the Annual General Meeting.

Documentation

The Board’s complete proposals for decision, Annual Report documents and other documentation that is required under the rules of the Swedish Companies Act (including forms for power of attorney) will be available from the company and on the company website, www.oem.se, from 22 March, 2013, and will be sent to the shareholders who have requested this.

Disclosures

The shareholders are informed of their right according to Chapter 7 Section 32 of the Swedish Companies Act to request information at the Annual General Meeting of circumstances that can influence judgement on a matter on the Agenda and circumstances that can influence judgement of the company’s financial position.

Tranås, March 2013
OEM International AB (publ.)
THE BOARD

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