Annual General Meeting of Lagercrantz Group AB 30 August 2016
Resolutions including the following were passed by the Annual General Meeting and the ensuing statutory Board of Directors Meeting held 30 August 2016:
A dividend of SEK 1.75 per share was declared in accordance with the proposal of the Board of Directors. Thursday, 1 September 2016 is record day for receiving dividend that is expected to be remitted by Euroclear Sweden AB Tuesday, 6 September 2016.
Discharge from liability for the directors and the President
The Annual General Meeting granted discharge from liability to the Board of Directors and the President for their management during 2015/16.
Board of Directors, CEO, Vice President and Auditor
The Annual General Meeting passed a resolution in accordance with the proposal of the Election Committee. The following directors were re-elected:
Marika Rindborg Holmgren
Jörgen Wigh, President & CEO of Lagercrantz Group.
The Annual General Meeting also decided on election of Peter Hedelius, Fredrik Börjesson and Anna Almlöf.
Tom Hedelius and Pirkko Alitalo declined re-election.
The Annual General Meeting decided a total fee of SEK 2,000,000 for the Board of Directors, of which the Chairman of the Board SEK 500,000 and other directors not employed by the company SEK 250,000 per director.
Anders Börjesson was re-elected by the Annual General Meeting as Chairman of the Board of Directors. At the ensuing statutory Board of Directors Meeting Jörgen Wigh was re-appointed as President & CEO. The entire Board of Directors with the exception of the President & CEO was elected to serve as the Company’s Audit Committee. The Chairman Anders Börjesson and Roger Bergqvist were appointed to serve as the Company’s Remuneration Committee with the President & CEO submitting reports. Magnus Söderlind was re-appointed as Executive Vice President.
The Annual General Meeting elected KPMG AB as auditors, with head auditor George Pettersson, until the end of the Annual General Meeting 2017.
The Annual General Meeting passed a resolution in accordance with the proposal of the year’s Election Committee to authorise the Chairman of the Board of Directors to contact the largest shareholders by vote as of 31 December 2016 and ask these shareholders to appoint members who, together with the Company’s Chairman, would constitute the Election Committee. The Election Committee shall consist of five members.
Principles for compensation to management
The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors on principles for compensation and other terms of employment for management.
Issuance of call options on repurchased shares and conveyance of treasury shares to managers and members of senior management
In accordance with the proposal of the Board of Directors, and in a departure from the preferential rights of existing shareholders, the Annual General Meeting resolved to offer managers and members of senior management to acquire call options on class B treasury shares. Up to 675,000 call options giving its holders the right to acquire a corresponding number of shares may be issued. Options shall be acquired at market value. The redemption price will be 120 percent of the average market price of the share during period 5 September 2016 – 16 September 2016. In order to encourage participation in the programme, an extra compensation shall be paid corresponding to the premium paid after two years, providing that the option holder's employment with the Group has not been terminated.
The Annual General Meeting also resolved to convey to the option holders up to 675,000 of the shares held in treasury at the set redemption price in conjunction with any utilisation of the of call options.
Repurchase and conveyance of treasury shares
In accordance with the proposal of the Board of Directors the Annual General Meeting resolved 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 following Annual General Meeting. The purpose of repurchases is to enable the Board of Directors to adapt the Group’s capital structure and to make possible future acquisitions of companies and businesses with payment in the form of shares in the Company, and to cover the Company’s obligations under the incentive programme resolved.
Purchases shall be made via Nasdaq Stockholm at the price interval prevailing measured as the interval between the highest buy price and the lowest sale price. Purchases of own shares are limited in such a way that at no time may shares held in treasury exceed 10 percent of the number of shares outstanding in the Company.
The Annual General Meeting resolved to authorise the Board of Directors to sell treasury shares, without preferential right for existing shareholders, at a market price as remuneration in connection with acquisitions of businesses or companies, or to ensure delivery of treasury shares in existing incentive programmes, but not via Nasdaq Stockholm.
At the ensuing statutory Board of Directors Meeting, the Board of Directors decided to utilise the authorisation received to purchase shares in the Company during the period until the next following Annual General Meeting.
Stockholm, 30 August 2016
Lagercrantz Group AB (publ)
For additional information, contact:
Jörgen Wigh, President & CEO, Lagercrantz Group AB, tel +46 8 700 66 70,
Bengt Lejdström, Chief Financial Officer, Lagercrantz Group, tel +46 8 700 66 73,
or the company website at: http://www.lagercrantz.com
This information is disclosed in accordance with the LAGERCRANTZ GROUP AB (publ) agreement with Nasdaq Stockholm Exchange. The information was submitted for publication on 31 August 2016 at 08:00.
LAGERCRANTZ GROUP IN BRIEF
Lagercrantz Group is a technology group that offers world-leading, value-creating technology, using either proprietary products or products from leading suppliers. The Group is comprised of some 40 companies, each with a focus on a specific sub-market – a niche. Strong value creation is common for all companies as well as a high degree of customisation, support and other services.
Lagercrantz Group is active in seven countries in Northern Europe, in China and in the USA. The Group has approximately 1,250 employees and annual revenue of about MSEK 3,000. The Company is listed on Nasdaq Stockholm since 2001.