Press release from Annual General Meeting of Clas Ohlson AB (publ) on 8 September 2012
On Saturday, 8 September 2012, Clas Ohlson AB held its Annual General Meeting (AGM) for the 2011/2012 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 8 August 2012 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 2011/2012 financial year.
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 12 September 2012. The dividend is scheduled to be paid from Euroclear Sweden AB on 17 September 2012.
Board of Directors
The AGM discharged the Board members and the CEO from liability for the 2011/2012 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.
The AGM resolved to elect one auditor without a deputy. The Meeting re-elected Öhrlings PricewaterhouseCoopers as the company auditor with Annika Wedin as auditor-in-charge for the period up to the next AGM.
The AGM resolved that Board fees (including remuneration for committee work) be paid in a total amount of SEK 2,987,500, of which SEK 600,000 to the Chairman and SEK 300,000 to each non-executive Board member elected by the AGM. The Meeting 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. Fees may be paid as salary or in return for an invoice. If the fee is invoiced, it will be adjusted to take into account social welfare fees and value added tax in order to achieve full 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 2013
The Meeting also resolved, in accordance with the Board’s motion, to adopt a performance-based long-term incentive plan (“LTI 2013”). The aim of the adopted remuneration principles, including the long-term incentive plan LTI 2013, is to be able 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 859,000 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 the 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 653,000 Class B treasury shares may be transferred.
- Entitlement to receive shares is to accrue to the participants of LTI 2013.
- Shares may be acquired between 15 June 2016 and 24 April 2020. The shares may be paid for no earlier than 15 June 2016 and no later than 11 May 2020.
- Share awards issued in accordance with LTI 2013 will be transferred free of charge.
- Shares based on options issued in accordance with LTI 2013 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 2013.
Board of Directors of Clas Ohlson AB (publ)
For more information, please contact:
Klas Balkow, President and CEO
Tel: +46 (0)247-444 00
John Womack, Director of Information and IR
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 14:00 (CET) on Saturday 8 September 2012.
Clas Ohlson AB is a Swedish chain store that sells, amongst other things, hardware, electrical, multimedia, and home and leisure products. It is the largest hardware chain in Scandinavia. The company was founded in 1918 by the technically-minded Clas Ohlson (1895–1979), as a mail order business based in the Swedish village of Insjön, Dalarna. Initially, only manuals and technical literature were sold. He opened his first shop in Insjön in 1926 and there are now stores throughout Sweden, as well as in Norway and Finland. In 2008, the company opened its first store in the United Kingdom, in Croydon, south London. There are now stores at the Arndale Centre in Manchester, at The Harlequin in Watford, in Kingston upon Thames, Reading, Liverpool, Leeds, Birmingham, Cardiff, Doncaster, Norwich and Newcastle.