Report from Concentric AB’s Annual General Meeting on 19 April 2012
The AGM resolved, in accordance with the board’s proposal, on a dividend of SEK 2.00 per share. The record date was set to 24 April 2011, and the dividend is expected to be distributed by Euroclear Sweden AB on 27 April 2011.
Board of directors and auditors
The AGM re-elected Stefan Charette, Marianne Brismar, Kenth Eriksson, Martin Sköld and Claes Magnus Åkesson and elected Martin Lundstedt as directors. The AGM re-appointed Stefan Charette as chairman of the board.
The registered accounting firm KPMG was elected as the company’s auditor until the end of the AGM 2013.
Fees to the board of directors will be paid at slightly raised fee levels. The chairman of the board of directors will receive SEK 400,000 and each of the other directors will receive SEK 200,000. Additional consideration will be paid with SEK 25,000 to the chairman of the compensation committee and with SEK 50,000 to the chairman of the audit committee. Fees to the auditor in respect of services performed are proposed to be paid on current account.
The AGM resolved that the nomination committee in the respect of future AGMs shall have four members and shall consist of one representative from each of the four largest shareholders by votes. The names of these four representatives and the names of the shareholders they represent, shall be announced no later than six months before an AGM and shall be based on the shareholdings as per 31 August each year. The instruction for the nomination committee will remain in force until further notice
Guidelines for remuneration of senior executives
The AGM resolved to adopt the guidelines for remuneration of senior executives as proposed by the board of directors, principally unchanged in comparison to the guidelines of last year.
Performance based incentive programme
In accordance with the board’s proposal, the AGM decided to establish a long-term performance based incentive programme, LTI 2012. The programme is offered to eight senior executives at Concentric which, provided an own investment in Concentric shares, are offered stock options that, under certain conditions, gives participants the right to acquire Concentric shares after a three-year lock-up period.
The total costs for the duration of the LTI 2012 is expected to amount to about SEK 1,500,000 annually for the Concentric group
Issue of warrants
As one of several options to secure a cost-efficient supply of Concentric shares for transfer under the LTI 2012, the AGM adopted the board's proposal to issue warrants. Should the board choose the option to utilize the warrants for delivery of shares under the LTI 2012, the dilution effect will amount to 0.56 per cent, otherwise the warrants will lapse and the dilution effect be nil.
Acquisitions and transfers of own shares
In accordance with the board’s proposal, the AGM resolved to authorise the board to acquire and/or transfer of own shares with deviation from the shareholders’ preferential rights on one or more occasions until the AGM 2013.
Acquisition of the company’s own shares can be made on NASDAQ OMX Stockholm, for the purpose of increasing the flexibility for the board in connection with potential future corporate acquisitions, as well as to be able to improve the company’s capital structure and to cover costs for, and enable delivery of shares under, the LTI 2012. The company’s total holdings of own shares must not at any time exceed 10 per cent of the total number of shares in the company.
Transfer of own shares can be made either on NASDAQ OMX Stockholm or in any other manner, for the purpose of increasing the flexibility of the board in connection to potential future corporate acquisitions as well as to be able to improve the company’s capital structure and to cover costs relating to LTI 2012.
Finally, the AGM approved that transfers of own shares are made to participants in the LTI 2012 on the terms and conditions that apply for the incentive programme.
Stockholm 19 April 2012
Concentric AB (publ)
The Board of Directors