2015 Annual General Meeting of shareholders
MTG today announced that the 2015 Annual General Meeting (the "Meeting") of shareholders, which was held today in Stockholm, voted to support all of the resolutions that the Board and Nomination Committee proposed to the Meeting.
The Meeting adopted the Income Statement and Balance Sheet, as well as the consolidated financial statements and the Auditor’s report on the consolidated financial statements.
The Meeting discharged the Board of Directors and the CEO from liability for the full year 2014.
The Meeting resolved to re-elect David Chance, Simon Duffy Michelle Guthrie and Alexander Izosimov as members of the Board and to elect Joakim Andersson and Bart Swanson as new members of the Board and also re-elected David Chance as Chairman of the Board, until the close of the 2016 Annual General Meeting.
The Meeting approved the payment of an annual ordinary dividend of SEK 11.00 per share to shareholders as at the record date of Thursday 21 May 2015. The dividend payment is expected to be made on Tuesday 26 May 2015.
The Meeting resolved to approve the proposal for remuneration to the Board and auditor and procedures for the Nomination Committee, as well as the guidelines for the remuneration to senior executives.
The Meeting resolved to adopt a long term performance-based and share related incentive programme (“the Plan”) for approximately 100 senior executives and other key employees. The participants will be granted rights to receive MTG Class B shares free of charge subject to the terms and conditions of the Plan being fulfilled. Vesting will occur after release of the interim report for the first quarter 2018. The maximum numbers of MTG Class B shares which may vest under the Plan are limited to 495,000, representing approximately 0.7 per cent of the outstanding shares and 0.4 per cent of the outstanding votes.
The Meeting also resolved to authorise the Board of Directors to pass a resolution on one or more occasions for the period up until the next Annual General Meeting to repurchase so many Class A and/or Class B shares that MTG's holding does not at any time exceed 10 per cent of the total number of issued MTG shares.
At a statutory meeting of the Board of Directors following the Meeting, the Audit and Remuneration Committees were appointed. Simon Duffy was appointed as Chairman of the Audit Committee, with Michelle Guthrie, Joakim Andersson and Bart Swanson appointed as Committee members. Alexander Izosimov was appointed as Chairman of the Remuneration Committee, with David Chance and Joakim Andersson appointed as Committee members.
MTG (Modern Times Group MTG AB (publ.)) is an international entertainment group. Our operations span six continents and include TV channels and platforms, online services, content production businesses and radio stations. We are also the largest shareholder in CTC Media, which is Russia’s leading independent media company. Our shares are listed on Nasdaq Stockholm (‘MTGA’ and ‘MTGB’).
The information in this announcement is that which MTG is required to disclose according to the Securities Market Act and/or the Financial Instruments Trading Act, and was released at 17.15 CET on 19 May 2015.