Report from Björn Borg’s Annual General Meeting 2015
The Annual General Meeting of Björn Borg AB was held at 6 p.m. on 11 May, 2015 at the company’s offices in Stockholm.
The Annual General Meeting adopted the income statement and balance sheet, the consolidated income statement and the consolidated balance sheet for the year 2014. The Annual General Meeting resolved that no dividend be paid to the shareholders for the year 2014. Instead of a dividend, the Annual General Meeting resolved on a share redemption program as set out below.
Directors
The Annual General Meeting resolved to re-elect the Directors Fredrik Lövstedt, Kerstin Hessius, Mats H Nilsson, Isabelle Ducellier, Nathalie Schuterman and Martin Bjäringer and to elect Heiner Olbrich as new Director, meaning also that the total number of Directors remains seven. Anders Slettengren declined re-election. The Meeting resolved to re-elect Fredrik Lövstedt as Chairman of the Board of Directors. Further the Meeting resolved that the remuneration to the Board shall be unchanged, which means that the Chairman of the Board receives SEK 350,000 and other Directors SEK 140,000 each. The Meeting also resolved that remuneration to be paid to the Directors for work on board committees would remain unchanged, at SEK 15,000 to each of the members of the remuneration committee and SEK 25,000 to the Chairman of the remuneration committee, and SEK 50 000 to each of the members of the audit committee and SEK 75,000 to the Chairman of the audit committee.
Auditors
The Annual General Meeting resolved to re-elect Deloitte AB for the period until the end of the next Annual General Meeting. The Meeting also decided that fair remuneration to the auditors shall be paid on approved accounts.
Automatic share redemption procedure
The Annual General Meeting resolved on an automatic share redemption procedure, including a share split 2:1, in accordance with proposal by the Board of Directors. The proposal involves a distribution to the shareholders of SEK 1,50 per existing share. The Annual General Meeting authorized the Board of Directors to set the record date for the share split, which is estimated to occur 21 May 2015. Payment of the redemption amount is estimated to take place by 12 June 2015, through Euroclear. ISIN code for redemption share is SE0003857457 and for original share SE0006965240.
Authorization to resolve on new issues of shares, warrants and/or convertibles
In accordance with the proposal by the Board of Directors, the Annual General Meeting authorized the Board of Directors, until the next Annual General Meeting, to resolve on new issues of shares, warrants or convertibles on one or several occasions, with or without deviation from the shareholders' preferential rights. The reasons for deviating from the shareholders' preferential rights shall be to enable directed share issues for the purpose of acquisitions of companies or businesses, in whole or in part, alternatively for raising capital to be used for such acquisitions.
Long-term incentive plan including convertible debentures and warrants
The Meeting adopted the Board of Directors’ proposal regarding long-term incentive plan involving issue and transfer of convertible debentures and warrants. The incentive plan encompasses a convertible debenture plan for all employees in the Swedish companies in the Björn Borg group and a warrant plan for the senior management. The convertible debenture plan involves a convertible debenture loan in a nominal amount of up to SEK 34,800,000 corresponding to up to 580,000 convertible debentures, which upon conversion can be converted into up to 580,000 shares in the company. The warrant plan involves an issue of up to 520,000 warrants, which give entitlement to subscription of up to 520,000 shares in the company. The convertible debentures shall be issued at nominal value, which corresponds to the conversion price. The subscription price corresponds to 100 per cent of the nominal value of the convertible debentures. The subscription price for the warrants shall be the market value calculated in accordance with a generally accepted valuation method (Black & Scholes) based on the average volume weighted bid price of the Björn Borg share on Nasdaq Stockholm during the period 21-29 May 2015. Each convertible debenture and warrant under the incentive plan gives entitlement to conversion to, or subscription of, one new share in Björn Borg, at a conversion price or subscription price equivalent to 120 per cent of the average volume weighted bid price of the Björn Borg share on Nasdaq Stockholm during the period 21-29 May 2015.
Guidelines for remuneration to the executive management
The Meeting adopted the Board of Directors' proposal regarding guidelines for remuneration to the executive management, comprising the managing director and the other individuals in the executive management.
Nomination committee
The Annual General Meeting approved the nomination committee’s proposal regarding the nomination committee.
Other
The CEO gave a presentation and answered questions.
For further information, please contact:
Fredrik Lövstedt, Chairman of the Board, telephone: +46 708 59 54 80, e-mail fredrik.lovstedt@bjornborg.com
The information contained in this press release is such that the company is required to disclose in accordance with the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was released for publication on 12 May, 2015 at 8.00 a.m. (CET).
About Björn Borg
The Group owns the Björn Borg trademark and its core business is underwear and sportswear. It also offers footwear, luggage & bags and eyewear through licensees. Björn Borg products are sold in around thirty markets, of which Sweden and the Netherlands are the largest. The Björn Borg Group has operations at every level from branding to consumer sales in its own Björn Borg stores. Total sales of Björn Borg products in 2014 amounted to about SEK 1.4 billion, excluding VAT, at the consumer level. Group net sales amounted to SEK 539 million in 2014, with an average of 129 employees. The Björn Borg share has been listed on NASDAQ Stockholm since 2007.
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