Press release from the Annual General Meeting of Cision AB (publ) on June 25, 2014
Yesterday, Wednesday June 25, 2014, Cision AB (publ) (the ”Company”) held its annual general meeting for the financial year 2013, where the following principal resolutions were adopted.
For more detailed information on the resolutions, please refer to the press release disclosed on May 26, 2014 and the complete notice to attend the annual general meeting. The notice to attend the annual general meeting and the complete proposals regarding the decisions below are available at the Company’s website, http://corporate.cision.com/Corporate-Governance-/Annual-General-Meeting/Annual-General-Meeting-2014/.
Adoption of income statement and balance sheet
The annual general meeting adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2013.
Allocation of the Company’s earnings
The annual general meeting decided, in accordance with the proposal of the majority shareholder, that the unappropriated earnings of SEK 334,212,854 in aggregate are allocated as follows: retained earnings of SEK 575,613,337, fair value reserve of SEK -120,398,395, share premium reserve of SEK 136,493,405 and the net result for the year of SEK -257,495,493 should be carried forward into new account.
The board of directors
The annual general meeting decided to discharge each of the directors of the board and the Chief Executive Officer (the ”CEO”) from liability for the financial year 2013.
The annual general meeting decided that the board of directors shall consist of five directors, without any deputy directors.
Lawrence Fey, Mark Anderson, Cedric Bradfer, Ronan Carroll and Peter Lundin were re-elected as directors of the board for the period until the end of the annual general meeting held in 2015. Lawrence Fey was re-elected as chairman of the board.
Remuneration to the board of directors and the auditors
The annual general meeting decided, in accordance with the proposal of the majority shareholder, that the remuneration to the board of directors shall be SEK 1,750,000, allocated in accordance with the following: SEK 750,000 per year to the chairman of the board and SEK 250,000 per year to each of the other directors.
The annual general meeting also resolved, in accordance with the proposal of the majority shareholder’s proposal, that the fees to the auditor should be paid in accordance with invoice approved by the Company.
The auditor
The auditing company KPMG AB was elected as auditor of the Company for the period until the end of the 2015 annual general meeting. Auditor-in-charge will be Helene Willberg.
Meltwater Drive Sverige AB, holder of 2,274,570 shares in Cision AB (publ), corresponding to app. 15.3 % of all the shares in the Company, proposed that an auditor should be appointed by the Swedish Companies Registration Office - a so called “minority auditor” - in order to participate in the audit together with other auditors for the time until the next annual meeting. This means that any shareholder may request the appointment of a minority auditor by the Companies Registration Office. Meltwater Drive Sverige AB proposes that authorized public accountant Svante Forsberg, Deloitte is appointed minority auditor.
Nomination committee
The annual general meeting resolved that the Company will not have a nomination committee hereafter.
Guidelines for salary and other remuneration to the Company’s CEO and other senior executives
The annual general meeting approved the guidelines proposed by the board of directors for salary and other remuneration to the Company’s CEO and other senior executives of the Company.
Re-allocation of shares bought back under LTI 2011
The annual general meeting resolved to re-allocate shares bought back under the long term share-related incentive program adopted by the annual general meeting held in 2011 (LTI 2011) to the long term share-related incentive program adopted by the annual general meeting held in 2013 (LTI 2013). In brief, the decision means that a number of the 51,262 shares which are owned by the Company, are re-allocated to LTI 2013 so that the re-allocated shares can be used to secure delivery of shares to participants in LTI 2013 and to secure for future cash flow effects due to payments of social security costs related to LTI 2013. It was resolved that an aggregate number of 19,116 shares are re-allocated from LTI 2011 to LTI 2013. It was further resolved that transfers of re-allocated shares shall be made on the same principles as prescribed in connection with the adoption of LTI 2013 at the 2013 annual general meeting.
For further information please contact:
Magnus Thell, interim President and CEO
Charlotte Hansson, CFO
Telephone: +46 (0)8-507 410 11, e-mail: investorrelations@cision.com
Cision AB (publ)
P.O. Box 24194, SE-104 51 Stockholm, Sweden
Corp Identity No. SE556027951401
Telephone: +46 (0)8 507 410 00
http://corporate.cision.com/sv
The information provided herein is such that Cision AB (publ) is obligated to disclose pursuant to the Swedish Securities Markets Act (SFS 2007:528) and/or the Swedish Financial Instruments Trading Act (SFS 1991:980). The information was submitted for publication at 08:00AM CEST on June 26, 2014.
Cision is a leading provider of cloud-based PR software, services and tools for the marketing and public relations industry. Marketing and PR professionals use our products to help manage all aspects of their brands – from identifying key media and influencers to connecting with audiences; monitoring traditional and social media; and analyzing outcomes. Journalists, bloggers, and other influencers use Cision’s tools to research story ideas, track trends, and maintain their public profiles. Cision is present in Europe, North America and Asia and quoted on the Stockholm Stock Exchange with revenue of approx. SEK 0.9 billion in 2013. For more information, visit www.cision.com.
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