Annual General Meeting of Addtech AB 24 August 2009

 

Resolutions at today's Annual General Meeting of Addtech AB, and the ensuing statutory Board of Directors Meeting, included the following:

 

Dividend
A dividend of SEK 5.00 per share was declared. Record date for the dividend was confirmed to be 27 August 2009. The dividend is expected to be remitted by Euroclear Sweden 1 September 2009.

 

Board of Directors
As directors Anders Börjesson, Eva Elmstedt, Tom Hedelius, Lars Spongberg and Johan Sjö were re-elected. Anders Börjesson was re-elected to serve as Chairman of the Board of Directors.

 

Tom Hedelius was re-elected to serve as Vice Chairman of the Board of Directors at the ensuing statutory Board of Directors Meeting.

 

At the statutory Board of Directors Meeting, the entire Board of Directors except the President was designated to constitute the Company's Audit Committee. The Chairman and the Vice Chairman were designated to constitute the Company's Compensation Committee.

 

Guidelines for remuneration to senior management
The Annual General Meeting resolved to adopt the guidelines for compensation and other terms of employment for the President and other members of Group management in accordance with the proposal of the Board of Directors.

 

Election committee
The Annual General Meeting resolved the Election Committee to consist of the five largest shareholders in terms of voting rights as per 31 December 2009, together with the Chairman of the Board of Directors. The Chairman of the Board of Directors is instructed to convene the Election Committee to its first meeting. The Election Committee shall appoint a Chairman from among its members. The composition of the Election Committee shall be announced not later than six months prior to the 2010 Annual General Meeting

 

Issuing call options for bought-back shares and the transfer of bought-back shares to management personnel
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, in deviation from the shareholders' preferential rights, to offer around 22 members of management personnel within the Addtech Group to acquire call options on up to 236,000 of the Company's bought-back class B shares. These entitle to acquire the corresponding number of shares during the period from 3 September 2012 to 14 June 2013 inclusive, corresponding to approximately 1.0% of the total number of shares and approximately 0.7 of the total number of votes in the Company. Acquisition of options shall be effected at market price. The purchase price for shares on exercising options shall correspond to 120% of the volume-weighted average of the price paid for the Company's B shares on the NASDAQ OMX Exchange in Stockholm during the period from 31 August 2009 to 11 September 2009 inclusive. In order to encourage participation in the Scheme, a subsidy shall be paid corresponding to the premium paid for each call option. This subsidy shall be paid during August 2011, providing that the option holder's employment with the Group has not been terminated and that the call options have not been disposed of prior to this point.

 

The costs of the Scheme consist of the subsidy paid during August 2011 as detailed above and the social security charges payable on this subsidy. The total cost of the subsidy, including social security charges, has been estimated at approximately SEK 2.5 million after corporation tax. Against this subsidy, the option premium corresponds to a total of approximately SEK 2.6 million which the Company will receive on transferring the call options, as a result of which the Scheme will not involve any net charge to the Company's equity. There is already a long-term incentive scheme, the 2001/2010 Employee Option Scheme, through which 56 members of senior management were issued a total of 700,000 employee options, entitling them to purchase an equal number of class B shares in the Company. The exercise price for these employee options was set at SEK 44.80, and the exercise period runs up until 18 February 2010. On full exercise of the employee options outstanding the number of shares would rise by 224,900, corresponding to approximately 1.0% of the total number of shares and approximately 0.7% of the total number of votes in the Company. These 224,900 shares correspond in their entirety to previously bought-back class B shares in the Company.

 

Repurchase of own shares
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors 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 Annual General Meeting. The purpose of such repurchases is to allow for adjustment of the Group's capital structure and to enable the Company to make future acquisitions of companies or businesses with payment in the Company's own shares. By holding shares in treasury the Company is also assuring its obligations under the personnel option programme for members of senior management resolved in December 2001 and the call option Scheme resolved at today's Annual General Meeting.

 

Purchases shall be made on the NASDAQ OMX Exchange in Stockholm at a price within the price range registered at any given time, which is the interval between the highest purchase price and the lowest sale price. Repurchases of own shares is limited so that the Company's holding of own shares at any given time does not exceed 10 percent of the total number of shares outstanding in the Company.

 

Sale of shares held in treasury shall be possible to make with or without preferential rights for existing shareholders, but not via the NASDAQ OMX Exchange in Stockholm. Sales may be made to finance acquisition of companies or businesses.

 

At the ensuing statutory Board of Directors Meeting, the Board of Directors decided to exercise the authorisation given to it by the Annual General Meeting held 24 August 2009 to repurchase shares in the Company.

Since before, Addtech AB holds 579,900 class B shares in treasury, equivalent to 2.6 percent of the total number of shares outstanding, and 1.8 percent of the votes. 224,900 of the shares held in treasury are set aside to secure the Company's obligations under the existing personnel option programme. The total number of shares outstanding in Addtech AB, including shares held in treasury, is 22,732,832 before the cancellation.

 

Information about the Annual General Meeting
Information about the Annual General Meeting is available at the Company's website in the menu Investors/Corporate Governance/ Annual General Meeting 24 August 2009.

 

Next report
An interim report for the period 1 April - 30 September 2009 will be published 28 October.

 

 

Stockholm, 24 August 2009

Addtech AB (publ)

Board of Directors