Annual General Meeting of Addtech AB 31 August 2016
Resolutions at today’s Annual General Meeting (“AGM”) of Addtech AB (the “Company”), and the ensuing statutory Board of Directors Meeting, included the following:
A dividend of SEK 3.25 per share was declared. Record date for the dividend was confirmed to be Friday, 2 September 2016. The dividend is expected to be remitted by Euroclear Sweden AB on Wedensday, 7 September 2016.
Adoption of the Profit and Loss Statements and the Balance Sheets
The AGM resolved to adopt the Profit and Loss Statement and the Balance Sheet for the Company as well as the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet for the Group.
Discharge from liability
The members of the Board of Directors and the President were discharged from liability for the fiscal year 2015/2016.
Board of Directors
As Directors, Anders Börjesson, Eva Elmstedt, Tom Hedelius, Ulf Mattsson, Malin Nordesjö and Johan Sjö were re-elected. New election of Kenth Eriksson.
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.
Board of Director’s fees
The AGM resolved, in accordance with the Nomination Committé’s proposal, that the fee for each Board member shall be unchanged from the previous year. The fees are as follows: SEK 500,000 to the Chairman of the Board, SEK 380,000 for the Vice Chairman of the Board and SEK 250,000 to each of the other Board member appointed by the AGM who are not employed by the Company. Total fees amount to SEK 1,880,000.
The AGM re-elected KPMG AB as auditor.
Guidelines for remuneration to senior management
The 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 approximately 20 members of management personnel within the Addtech Group to acquire call options on up to 300,000 of the Company's bought-back class B shares. These entitle to acquire the corresponding number of shares during the period from 16 September 2019 to 5 June 2020 inclusive, corresponding to approximately 0.4 percent of the total number of shares and approximately 0.3 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 Nasdaq Stockholm during the period from 1 September 2016 to 14 September 2016 inclusive.
Repurchase of own shares
The AGM resolved in accordance with the proposal of the Board of Directors to authorise the Board of Directors to acquire 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 adjustments 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 programs resolved at the AGM 2013, AGM 2014 and AGM 2015 and the call option Scheme resolved at today’s AGM.
Acquisitions shall be made on Nasdaq 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 Nasdaq 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 31 August 2016 to repurchase shares in the Company.
Since before, Addtech AB holds 1,240,000 class B shares in treasury, equivalent to 1.8 percent of the total number of shares outstanding, and 1.3 percent of the votes. The total number of shares outstanding in Addtech AB, including shares held in treasury, is 68,198,496.
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 2016 will be published 27 October, 2016.
Executive Vice President
Anders Claeson was continuously appointed as Executive Vice President of Addtech AB at the ensuing statutory Board of Directors Meeting.
Stockholm, 31 August 2016
Addtech AB (publ)
Board of Directors
For further information, contact
Johan Sjö, President and CEO, +46 8 470 49 00
This information is information that Addtech AB (publ) is obliged to make public pursuant to Nasdaq Stockholms Rules for Issuers. The information was submitted for publication at 31 August, 2016 at 6.30 p.m. (CET).