Press release from the Annual General Meeting of Cision AB (publ) on April 9, 2013
Today, Tuesday April 9, 2013, Cision AB (publ) (the "Company”) held its annual general meeting for the financial year 2012, where the following principal resolutions were adopted.
For more detailed information on the resolutions, please refer to the press release disclosed on March 8, 2013 and the complete notice to attend the annual general meeting. The notice to attend the annual general meeting and the complete proposals regarding the decisions below are available at the Company's website, http://corporate.cision.com/Corporate-Governance-/Annual-General-Meeting/Annual-General-Meeting-2013/.
Adoption of income statement and balance sheet
The annual general meeting adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2012.
Allocation of the Company's earnings
The annual general meeting decided, in accordance with the board of directors' proposal, that a dividend of SEK 2 per share shall be paid to the shareholders and that the remaining amount shall be carried forward into new account. The dividend is expected to be distributed to the shareholders by Euroclear Sweden AB on April 17, 2013.
The board of directors
The annual general meeting decided to discharge each of the directors of the board and the Chief Executive Officer (the "CEO") from liability for the financial year 2012.
The annual general meeting decided that the board of directors shall consist of seven directors, without any deputy directors.
Hans-Erik Andersson, Alf Blomqvist, Rikard Steiber and Scott Raskin were re-elected and Catharina Stackelberg-Hammarén, Thomas Tarnowski and Peter Granat were newly elected as directors of the board for the period until the end of the annual general meeting held in 2014. Hans-Erik Andersson was elected as chairman of the board.
Remuneration to the board of directors, the auditors and for committee-work
The annual general meeting decided, in accordance with the proposal of the nomination committee, that the remuneration to the board of directors shall unchanged be SEK 2,000,000, to be allocated in accordance with the following: SEK 750,000 per year to the chairman and SEK 250,000 per year to each director who is not employed by the Company. Furthermore, the annual general meeting decided, in accordance with the nomination committee's proposal, that the remuneration to the members of the audit committee shall be unchanged SEK 300,000 per year in total, of which SEK 200,000 shall be paid to the chairman of the audit committee, and that the remuneration to the members in the compensation committee shall be unchanged SEK 150,000 per year in total, of which SEK 100,000 shall be paid to the chairman of the compensation committee.
The annual general meeting also resolved, in accordance with the proposal of the nomination committee, that the fees to the auditor should be paid in accordance with invoice approved by the Company.
The auditing company KPMG AB was elected as auditor of the Company for the period until the end of the 2014 annual general meeting. Auditor-in-charge will be Helene Willberg.
Guidelines for salary and other remuneration to the Company's CEO and other senior executives
The annual general meeting approved the guidelines proposed by the board of directors for salary and other remuneration to the Company's CEO and other senior executives of the Company, including a short term incentive plan (STI 2013).
Long term share-related incentive program
The annual general meeting decided to adopt a long term share-related incentive program ("LTI 2013") proposed by the board of directors. The purpose of LTI 2013 is to incentivise the senior executives and key employees of the Company to act in order to achieve the Company's long term goal and create shareholder value. No more than 18 senior executives and key employees will be offered to participate in LTI 2013. The principal meaning of LTI 2013 is that an amount corresponding to no more than 50 per cent of any bonus earned pursuant to STI 2013 will, in addition to the cash bonus paid under STI 2013, be paid out in the form of shares in the Company (the "Performance Shares"). The aggregate number of Performance Shares so payable shall not exceed a number corresponding to one per cent of the total number of shares in the Company, adjusted for bonus share issues, share splits, preferential rights issues and similar measures (the "Maximum Number").
Provided that applicable performance criteria are met, bonus under LTI 2013 will be determined in early 2014, provided further that the participant is still employed by the Company (or any company within the Company's group) on the date of such determination, and that the participant has not given or received notice of termination on such date. The Performance Shares under LTI 2013 will be distributed after the annual general meeting 2016 of the Company, however no earlier than on the date which is three years from the date of the participant's entering into an agreement governing LTI 2013. Distribution will only, subject to certain exemptions, be made if the participant remains employed with the Company as per the day of distribution of Performance Shares.
The costs for LTI 2013 are estimated to SEK 5.7 million in the event of no change in the trading price of the Company's shares and SEK 6.1 million in the event of a doubled trading price of the Company's shares, as per the date of delivery of the Performance Shares, compared to the current trading price of the Company's shares as per the last trading day before the date of publication of the notice to the annual general meeting. These cost estimates are based on the assumption that own shares are acquired in order to secure the delivery of Performance Shares, in accordance with the below.
Acquisition and transfer of treasury shares
The annual general meeting decided to authorise the board of directors to resolve upon the acquisition of own shares in order to make possible the distribution of Performance Shares in accordance with LTI 2013 and to secure for future cash flow effects due to payments of social security costs related thereto. The decision mainly entails the following:
- The authorisation may be used on one or more occasions, however before the 2014 annual general meeting.
- No more than a number of shares corresponding to the sum of (i) the Maximum Number (as defined above) and (ii) an additional number of shares corresponding to 10.5 per cent of the Maximum Number may be acquired in order to make possible the distribution of Performance Shares to the participants in accordance with LTI 2013 and to secure for future cash flow effects related thereto.
- Acquisitions shall be made on NASDAQ OMX Stockholm at a price within the at each time registered share price interval, being the interval between the highest buying price and the lowest selling price.
- Shares acquired to secure for future cash flow effects due to payments of social security costs relating to LTI 2013 shall remain with the Company until it is resolved by the general meeting of the Company to sell said shares.
In order to distribute Performance Shares to participants in accordance with LTI 2013, the annual general meeting resolved on the transfer of own shares mainly as follows. The maximum number of shares which may be transferred corresponds to such number of shares which the board of directors may acquire in accordance with the above authorisation. Shares may be so transferred no later than June 30, 2016.
A complete description of the decided guidelines for salary and other remuneration to the Company's President and other senior executives and LTI 2013 are available at http://corporate.cision.com/Corporate-Governance-/Annual-General-Meeting/Annual-General-Meeting-2013/.
The annual general meeting decided, in accordance with the nomination committee's proposal, that the nomination committee shall consist of four members representing the shareholders in the Company as well as the chairman of the board, in total five members, and that the procedure presented in the nomination committee's proposal shall be applied in respect of the nomination committee for the annual general meeting 2014.
Authorisation for acquisitions of own shares
The annual general meeting decided, in accordance with the board of directors' proposal, to authorise the board of directors to, on one or several occasions, for the period until the 2014 annual general meeting resolve on acquisitions of the Company' own shares. The purpose of the acquisitions of the Company's own shares is to offer the board of directors greater flexibility in order to adapt the Company's capital structure and thereby contribute to increased shareholder value. The Company's acquisitions of own shares may only be made to the extent that the Company's holding of own shares after the acquisition does not exceed one-tenth of all shares in the Company. Acquisitions of own shares shall be made on NASDAQ OMX Stockholm and may only be made within the, at each time, applicable range of prices between the highest buying price and the lowest selling price at NASDAQ OMX Stockholm.
Constituent board meeting
The constituent board meeting, following the annual general meeting, appointed Scott Raskin and Thomas Tarnowski as members of the compensation committee and Alf Blomqvist and Hans-Erik Andersson as members of the audit committee.
For further information please contact:
Peter Granat, CEO and President
Tosh Bruce-Morgan, CFO
Telephone +46 (0)8 507 410 11, e-mail: email@example.com
Cision AB (publ)
P.O. Box 24194
SE-104 51 Stockholm, Sweden
Corp Identity No. SE556027951401
Telephone: 46 (0)8 507 410 00
The information provided herein is such that Cision AB (publ) is obligated to disclose pursuant to the Swedish Securities Markets Act (SFS 2007:528) and/or the Swedish Financial Instruments Trading Act (SFS 1991:980). The information was submitted for publication at 19:15 CET on April 9, 2013.