Annual General Meeting of Addtech AB 28 August 2013
Resolutions at today’s Annual General Meeting of Addtech AB, and the ensuing statutory Board of Directors Meeting, included the following:
A dividend of SEK 8.00 per share was declared. Record date for the dividend was confirmed to be 2 September 2013. The dividend is expected to be remitted by Euroclear Sweden AB 5 September 2013.
Board of Directors
As directors Anders Börjesson, Eva Elmstedt, Tom Hedelius, Lars Spongberg, Ulf Mattsson and Johan Sjö were re-elected.
Anders Börjesson was re-elected to serve as Chairman of the Board of Directors.
Tom Hedelius was re-elected to serve as Vice Chairman of the Board of Directors at the ensuing statutory Board of Directors Meeting.
At the statutory Board of Directors Meeting, the entire Board of Directors except the President was designated to constitute the Company’s Audit Committee. The Chairman and the Vice Chairman were designated to constitute the Company’s Compensation Committee.
Guidelines for remuneration to senior management
The Annual General Meeting (AGM) resolved to adopt the guidelines for compensation and other terms of employment for the President and other members of Group management in accordance with the proposal of the Board of Directors.
Issuing call options for bought-back shares and the transfer of bought-back shares to management personnel
The AGM resolved, in accordance with the Board of Directors’ proposal, in deviation from the shareholders' preferential rights, to offer 25 members of management personnel within the Addtech Group to acquire call options on up to 180,000 of the Company's bought-back class B shares. These entitle to acquire the corresponding number of shares during the period from 19 September 2016 to 2 June 2017 inclusive, corresponding to approximately 0.8 percent of the total number of shares and approximately 0.6 percent of the total number of votes in the Company. Acquisition of options shall be effected at market price.
The purchase price for shares on exercising options shall correspond to 120 percent of the volume-weighted average of the price paid for the Company's B shares on the NASDAQ OMX Exchange in Stockholm during the period from 30 August 2013 to 12 September 2013 inclusive. In order to encourage participation in the Scheme, a subsidy shall be paid corresponding to the premium paid for each call option. This subsidy shall be paid during September 2015, providing that the option holder's employment with the Group has not been terminated and that the call options have not been disposed of prior to this point.
The costs of the Scheme consist of the subsidy paid during September 2015 as detailed above and the social security charges payable on this subsidy. The total cost of the subsidy, including social security charges, has been estimated at approximately SEK 4.2 million after corporation tax, calculated based on the prevailing market conditions on 23 August 2013. Against this subsidy, the option premium corresponds to a total of approximately SEK 4.2 million which the Company will receive on transferring the call options, as a result of which the Scheme will not involve any net charge to the Company's equity.
Repurchase of own shares
The AGM resolved in accordance with the proposal of the Board of Directors to authorise the Board of Directors to buy and sell shares in the Company, on one or more occasions, such authorisation to remain valid until the next AGM. The purpose of such repurchases is to allow for adjustment of the Group’s capital structure and to enable the Company to make future acquisitions of companies or businesses with payment in the Company’s own shares. By holding shares in treasury the Company is also assuring its obligations under the share based incentive program resolved at the AGM 2010, AGM 2011 and AGM 2012 and the call option Scheme resolved at today’s AGM.
Purchases shall be made on the NASDAQ OMX Exchange in Stockholm at a price within the price range registered at any given time, which is the interval between the highest purchase price and the lowest sale price. Repurchases of own shares is limited so that the Company's holding of own shares at any given time does not exceed 10 percent of the total number of shares outstanding in the Company.
Sale of shares held in treasury shall be possible to make with or without preferential rights for existing shareholders, but not via the NASDAQ OMX Exchange in Stockholm. Sales may be made to finance acquisition of companies or businesses.
At the ensuing statutory Board of Directors Meeting, the Board of Directors decided to exercise the authorisation given to it by the AGM held 28 August 2013 to repurchase shares in the Company.
Since before, Addtech AB holds 750,800 class B shares in treasury, equivalent to 3.3 percent of the total number of shares outstanding, and 2.3 percent of the votes. The total number of shares outstanding in Addtech AB, including shares held in treasury, is 22,732,832.
Information about the AGM
Information about the AGM is available at the Company´s website in the menu Investors/Corporate Governance/Annual General Meeting.
An interim report for the period 1 April – 30 September 2013 will be published 25 October.
Executive Vice President
Anders Claeson was continuously appointed as Executive Vice President of Addtech AB at the ensuing statutory Board of Directors Meeting.
Stockholm, 28 August 2013
Addtech AB (publ) Board of Directors
For further information, contact
Johan Sjö, President and CEO, +46 8 470 49 00