On Saturday, 10 September 2011, Clas Ohlson AB held its Annual General Meeting (AGM) for the 2010/2011 financial year in Insjön, whereby the following primary resolutions were adopted. For more detailed information on the content of the resolutions, please refer to the press release published on 9 August 2011 and the complete Notification of the AGM. The Notification of the AGM and the complete motions pertaining to the AGM resolutions listed below are available on Clas Ohlson AB’s website, http://om.clasohlson.com.
Adoption of the balance sheet and income statement
The AGM adopted the balance sheet and income statement for the Parent Company and the Group for the 2010/2011 financial year.
Dividend
At the AGM, the proposed dividend to shareholders of SEK 3.75 per share was approved. The record date for the dividend was set as 14 September 2011. The dividend is scheduled to be paid from Euroclear Sweden AB on 19 September 2011.
Board of Directors
The AGM discharged the Board members and the CEO from liability for the 2010/2011 financial year.
The AGM resolved that the Board of Directors would comprise eight Board members with no deputy Board members. The AGM re-elected Board members Anders Moberg, Björn Haid, Lottie Svedenstedt, Urban Jansson, Cecilia Marlow, Edgar Rosenberger, Sanna Suvanto-Harsaae and Klas Balkow. Anders Moberg was re-elected Chairman of the Board.
Board fees
The AGM resolved that Board fees (including remuneration for committee work) be paid in a total amount of SEK 2,787,500, of which SEK 550,000 to the Chairman and SEK 275,000 to each Board member elected by the AGM and not employed by the company. The Meeting also resolved that remuneration be paid to the members of the Audit Committee who are not employed by the company in the amount of SEK 137,500 for the Chairman of the Committee and SEK 68,750 to each of the other Committee members. Finally, the Meeting resolved that remuneration be paid to the members of the Remuneration Committee who are not employed by the company in the amount of SEK 125,000 to the Chairman of the Committee and SEK 62,500 to each of the other Committee members.
Guidelines for remuneration of senior executives
The AGM approved the guidelines proposed by the Board of Directors for remuneration of senior executives.
Amendment of the Articles of Association
The AGM resolved to adopt all of the motions proposed by the Board regarding amendments to the Articles of Association.
Long-term incentive plan 2012
In addition, the Meeting resolved, in accordance with the Board’s motion, to adopt a performance-based long-term incentive plan (“LTI 2012”). The aim of the adopted remuneration principles, including the long-term incentive plan LTI 2012, is to attract and retain senior executives in a cost-efficient and competitive manner. The Board of Directors will annually evaluate whether long-term incentive plans shall be proposed at future General Meetings.
Acquisition and transfer of treasury shares
The AGM resolved, in accordance with the Board’s motion, to authorise the Board, during the period until the next AGM, to make decisions pertaining to
A. Acquisition of treasury shares according to the following:
- Not more than 850,000 Class B shares may be acquired.
- The shares may be acquired on NASDAQ OMX Stockholm AB.
- Acquisition of shares through trading on a regulated market may take place at a price per share that at every point in time is within the registered span of share prices at anytime.
- Payment for the shares must be made in cash.
Shares may be acquired to safeguard the company’s commitments (including social security fees) resulting from proposed and adopted incentive plans.
B. Transfer of treasury shares according to the following:
- A maximum of 654,000 Class B treasury shares may be transferred.
- Entitlement to receive shares is to accrue to the participants of LTI 2012.
- Shares may be acquired between 15 June 2015 and 26 April 2019. Payment for the shares must be made not earlier than 15 June 2015 and not later than 11 May 2019.
- Share awards issued in accordance with LTI 2012 will be transferred free of charge.
- Shares based on options issued in accordance with LTI 2012 will be transferred at a price corresponding to 110% of the volume-weighted average price paid for the company’s Class B share as established on NASDAQ OMX Stockholm AB over a period of ten trading days prior to the start of the acquisition period.
The transfer of treasury shares and the reason for disapplying the shareholders’ pre-emptive rights are a feature of LTI 2012.
Board of Directors of Clas Ohlson AB (publ)
For more information, please contact:
Klas Balkow, President and CEO
Tel: +46 (0)247-444 00
or
John Womack, Director of Information and IR
Tel: +46 (0)247-444 05