RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING OF OBDUCAT AB (PUBL.)
(NGM: OBDU B)
At the Annual General Meeting on 18 June 2009 resolutions were made in accordance with previously announced proposals.
It was therefore resolved that no dividends be distributed to the shareholders and that the result for 2008 be set off against the share premium reserve. It was further resolved to adopt the income statements and the balance sheets for the Parent Company and the Group, and to approve that the members of the Board and the Chief Executive Officer be discharged from liability.
In accordance with the Nomination Committee’s proposal, board members Henri Bergstrand, Lars Montelius, Ingrid Osmundsen, Björn Persson, Werner Uhlmann and Tord Wingren were re-elected. Henri Bergstrand was re-elected as chairman of the Board. André Bergstrand and Håkan Thorbjörnsson were elected as new deputy members of the Board. It was further resolved that remuneration to the Board remain unchanged at SEK 175,000 per member and in addition to that, that it remain unchanged at SEK 30,000 per month to Lars Montelius as working member of the Board and at SEK 60,000 per month to Henri Bergstrand as working chairman of the Board. Each deputy member of the Board shall be entitled to SEK 5,000 kronor for each ordinary Board meeting attended, however no more than SEK 50,000. Work carried out by Board members and deputy board members on behalf of Obducat in addition to the work of the Board shall as previously receive fair remuneration for such work subsequent to a decision by the Board of directors. The authorised public accountant, Elna Lembrér Åström, was re-elected as auditor of the Company and authorised accountant Maria Ekelund was elected as new deputy accountant.
It was resolved to adopt the Board’s proposal for Nomination Committee as well as the principles for remuneration to senior executive officers.
It was resolved to change the articles of association in accordance with the Board’s proposal, which primarily means that the share capital in §4 of the Articles of Association be limited to a minimum of SEK 33 million and a maximum of SEK 132 million, and that the number of shares in §6 be limited to a minimum of 330 million shares and a maximum of 1,320 million shares.
The AGM adopted, in accordance with the Board’s proposal, to authorise an issue of Units with preferential rights for shareholders and holders of Obducat’s 2008/2011 convertibles. Holders of A shares and holders of A convertibles shall have preferential rights to A Units, and holders of B shares and holders of B convertibles shall have preferential rights to B Units. The record date for determining who is eligible to participate in the issue is 10 July 2009 and subscription for Units must take place during the period 15 July-11 August 2009. The Board’s decision determining the terms and conditions for the issue were announced in a press release on 18 June 2009. A prospectus pertaining to the issue will be published prior to the start of the subscription period.
Finally, the AGM resolved to authorise the Board to, ahead of the next Annual General Meeting, make a decision to issue new series B shares and/or warrants entitling the right to subscribe for series B shares. The authorisation must only be exercised in order to meet a guarantee commitment made by the Company to pay commission on market terms in the form of shares and/or warrants to one ore several guarantors of the proposed issue of Units.
This is information that Obducat AB is required to make in compliance with the Swedish Securities Market Act. The information was submitted for publication on 22 June 2009 at 8.00 am.
For further information, please contact:
Patrik Lundström, CEO: + 46 40 36 21 00 or + 46 703 27 37 38
Henri Bergstrand, Chairman of the Board: + 46 40 36 21 00 or + 46 708 88 72 45