On Saturday, 7 September 2013, Clas Ohlson AB held its Annual General Meeting (AGM) for the 2012/2013 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 6 August 2013 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 2012/2013 financial year.
Dividend
At the AGM, the proposed dividend to shareholders of SEK 4.25 per share was approved. The record date for the dividend was set as 11 September 2013. The dividend is scheduled to be paid from Euroclear Sweden AB on 16 September 2013.
Board of Directors
The AGM discharged the Board members and the CEO from liability for the 2012/2013 financial year.
The AGM resolved that the Board of Directors would comprise nine Board members. The AGM re-elected Board members Anders Moberg, Björn Haid, Urban Jansson, Cecilia Marlow, Edgar Rosenberger, Sanna Suvanto-Harsaae and Klas Balkow. Kenneth Bengtsson and Katarina Sjögren Petrini were newly elected as Board members. Anders Moberg was re-elected Chairman of the Board.
The AGM resolved to appoint one auditor with no deputies. The AGM elected Deloitte as auditor with Kent Åkerlund as Auditor in Charge for the period until the next Annual General Meeting.
Board fees
The AGM resolved that Board fees (including remuneration for committee work) be paid in a total amount of SEK 3,287,500, of which SEK 600,000 to the Chairman and SEK 300,000 to each non-executive Board member elected by the AGM. The AGM also resolved that remuneration be paid to the non-executive members of the Audit Committee 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 non-executive members of the Remuneration Committee in the amount of SEK 125,000 to the Chairman of the Committee and SEK 62,500 to each of the other Committee members. A fee may be paid as salary or by invoice. If the fee is invoiced, it must be adjusted for social security contributions and value-added tax with the purpose of achieving complete cost neutrality for the company.
Guidelines for remuneration of senior executives
The AGM approved the guidelines proposed by the Board of Directors for remuneration of senior executives.
Long-term incentive plan 2014
In addition, the AGM resolved, in accordance with the Board’s motion, to adopt a performance-based long-term incentive plan (LTI 2014). The aim of the adopted remuneration principles, including the long-term incentive plan LTI 2014, 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 will 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:
- A maximum of 862,000 Series 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 only take place at a price per share that at every point in time is within the registered span of share prices at that particular time.
- 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 656,000 Series B shares may be transferred.
- Entitlement to receive shares is to accrue to the participants in LTI 2014.
- Shares may be acquired between 15 June 2017 and 23 April 2021. Payment for the shares must be made not earlier than 15 June 2017 and not later than 11 May 2021.
- Share awards issued in accordance with LTI 2014 will be transferred free of charge.
- Shares based on options issued in accordance with LTI 2014 will be transferred at a price corresponding to 110% of the volume-weighted average price paid for the company’s Series 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 2014.
Board of Directors of Clas Ohlson AB (publ)
For further information, please contact:
Klas Balkow, President and CEO
Tel: +46 (0)247-444 00
or
John Womack, Director of Information and Investor Relations
Tel: +46 (0)247-444 05
The information in this press release comprises information that Clas Ohlson AB (publ) is required to disclose pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. The information was released for publication at 16:00 (CET) on Saturday 7 September 2013.