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  • Press release from the Annual General Meeting of Cision AB (publ)on March 31, 2011

Press release from the Annual General Meeting of Cision AB (publ)on March 31, 2011

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Today, Thursday, March 31, 2011, Cision AB (publ) (“the Company”) held its annual general meeting for the financial year 2010, where the following primary resolutions were adopted.

 

For more detailed information on the content of the resolutions, please refer to the press release disclosed on February 22, 2011 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 on the Company's website, http://corporate.cision.com/Corporate-Governance-/Annual-General-Meeting/Annual-General-Meeting-2011/.

 

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 2010.

 

Allocation of the Company's earnings
The annual general meeting decided, in accordance with the board of directors' proposal, that the Company's unappropriated earnings 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 President from liability for their management of the Company's matters during the financial year 2010.

 

The annual general meeting decided that the board of directors shall consist of six directors, without any deputy directors.

 

Anders Böös, Hans-Erik Andersson, Alf Blomqvist, Hans Gieskes, Thomas Heilmann and Gunilla von Platen were re-elected as directors of the board. Anders Böös was re-elected as chairman of the board. The directors Pia Gideon and Peter Leifland had declined re-election.

 

Remuneration to the board of directors, the auditors and for committee-work
The annual general meeting decided, in accordance with the proposal of the nomination committee, that the remuneration to the board of directors shall be SEK 1,400,000, to be allocated in accordance with the following: SEK 600,000 per year to the chairman and SEK 200,000 per year to each director who is not employed by the Company. Furthermore, the annual general meeting decided, in accordance with the nomination committee's proposal, that the remuneration to the members of the audit committee shall be an unchanged SEK 300,000 per year, of which SEK 200,000 shall be paid to the chairman of the audit committee, and that the remuneration to the members in the compensation committee shall be an unchanged SEK 150,000 per year, of which SEK 100,000 shall be paid to the chairman of the compensation committee.

 

The annual general meeting also resolved, in accordance with the proposal of the nomination committee, that the fees to the auditor should be paid in accordance with invoice approved by the Company.

The auditor
The auditing company Ernst & Young AB was re-elected as auditor of the Company, for the period until the end of the 2012 annual general meeting. Auditor-in-charge is Michael Forss.

 

Guidelines for salary and other remuneration to the Company's President 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 President and senior executives, including a short-term incentive plan ("STI 2011") for the President and other senior executives of the Company.

 

Share based long-term incentive plan
The annual general meeting decided to adopt a long-term share based incentive program ("LTI 2011") proposed by the board of directors. The purpose of LTI 2011 is to incentivise the senior executives and key employees of the Company to act in order to achieve the Company's long-term goal and create shareholder value. LTI 2011 is effective during a period of three years for a circle of no more than 19 senior executives and key employees (the "Participants") in the Company's group, appointed by the board of directors. The principal meaning of LTI 2011 is that an amount corresponding to no more than 50 per cent of any bonus earned pursuant to STI 2011 will, in addition to the cash bonus paid under STI 2001, be paid out in the form of shares in the Company (the "Bonus Shares"). Bonus under LTI 2011 will be determined in early 2012, provided that the Participant is still employed by the Company (or any company within the Company's group) and will be distributed after the 2014 annual general meeting of the Company, however no earlier than on the date which is three years from the date of the Participant's entering into an agreement governing LTI 2011 and under the condition that the Participant is still employed by a company within the Company's group (save for where said position has been vacated by the Participant pursuant to termination by the Participant's employer for reasons other than circumstances relating to the Participant personally or retirement at a customary age, where the Participant shall retain its right to receive any Bonus Shares determined unless the board of directors on a case by case basis resolves otherwise; and save for where said position has been vacated by the Participant due to death or long-term illness, where the Participant shall retain its right to receive any Bonus Shares ).

 

Participants in LTI 2011 are only entitled to distribution of a whole number of shares. Prior to the distribution of Bonus Shares the Participant will have no rights (e.g. voting rights or rights to receive distributions and dividends) otherwise attached to the Bonus Shares.

 

The costs for LTI 2011 are estimated to SEK 6.7 million in the event of no change in the trading price of the Company's shares and SEK 7.3 million in the event of a doubled trading price of the Company's shares, as per the date of delivery of the Bonus Shares compared to the current trading price of the Company's shares as per the date of the notice convening the annual general meeting. These cost estimates are based on the assumption that buy back of shares is acquired in order to secure the delivery of Bonus Shares and future cash flow effects due to payments of social security related thereto.

 

A complete description of the decided guidelines for salary and other remuneration to the Company's President and other senior executives and a share based long-term incentive plan are available at http://corporate.cision.com/Corporate-Governance-/Annual-General-Meeting/Annual-General-Meeting-2011/.

 

Acquisition and transfer of treasury shares
The annual general meeting decided to authorise the board of directors to resolve upon the acquisition of own shares in order to make possible the distribution of Bonus Shares in accordance with LTI 2011 and to secure for future cash flow effects due to payments of social security related thereto. The decision mainly entails the following:

 

  • The authorisation may be used on one or more occasions, however before the date of the 2012 annual general meeting.
  • A maximum of 149,095 shares, corresponding to no more than one per cent of the number of shares in issue by the Company at the time of the determination of the Average Price (the "Maximum Amount"), may be acquired in order to make possible the distribution of Bonus Shares to the Participants.
  • An additional number of shares corresponding to no more than 10.5 per cent of the Maximum Amount may be acquired in order to secure for future cash flow effects due to payments of social security costs relating to LTI 2011.
  • Acquisitions shall be made on NASDAQ OMX Stockholm at a price within the, at each time, registered share price interval, being the interval between the highest buying rate and the lowest selling rate.
  • Shares acquired to secure for future cash flow effects due to payments of social security costs shall remain with the Company until it is resolved by the general meeting of the Company to sell said shares.

 

In order to distribute Bonus Shares in accordance with LTI 2011, the annual general meeting resolved on the transfer of own shares as follows:

 

  • A maximum of 149,095 shares may be transferred no later than June 30, 2014.
  • The right to acquire shares shall reside in the Participants, with a right for each Participant to acquire the number of shares determined in accordance with the terms and conditions of LTI 2011.
  • Transfer of shares to the Participants shall be made as soon as practically possible following such time as the Participants have earned the right to distribution of Bonus Shares in accordance with LTI 2011.
  • Transfer of shares shall be made against no consideration.
  • The number of shares transferred in accordance with LTI 2011 may be subject to recalculation pursuant to bonus share issues, share splits, preferential rights issues and similar measures.
  • The reason for the deviation from the shareholders' preferential rights in respect of the transfer of the Company's own shares is to allow the Company to transfer Bonus Shares to the Participants.

 

Reverse share split
The annual general meeting decided that the number of shares in the Company shall be decreased by consolidating the shares in the ratio 1:10, which entails that every ten shares will be consolidated into one share and that the number of shares of the Company will decrease from 149,095,836 to 14,909,583, which means that the quota value per share will be approximately SEK 15 after completion of the reverse share split.

 

For any shareholder who, on the record date for the reverse share split, does not hold a number of shares corresponding to a whole number of new shares (after completion of the reverse split), title to the excess shares shall pass from such shareholder to the Company on the record date. The excess shares will thereafter be sold at the Company's expense by a securities institution designated by the Company, and the proceeds of the sale will be distributed among those shareholders being entitled thereto.

 

The board of directors is authorised by the annual general meeting to determine the record date for the reverse share split, which however may not take place before the resolution has been registered and not later than May 31, 2011.

Amendment of the articles of association
The annual general meeting decided, in accordance with the board of directors' proposal, to amend article 4 (Share capital and shares) of the Company's articles of association so that the second sentence will have the following wording:

 

"The number of shares is to be at least fourteen million (14,000,000) and not more than fifty six million (56,000,000)."

 

Nomination committee
The annual general meeting decided that the nomination committee shall consist of at least four members, each being a representative of the four largest shareholders in the Company. Otherwise the procedure applied during the previous years shall also be applied in respect of the nomination committee for the annual general meeting 2012.

 

Inaugural board meeting
The inaugural board meeting, following the annual general meeting, appointed Alf Blomqvist and Gunilla von Platen as members of the compensation committee and Hans-Erik Andersson and Anders Böös as members of the audit committee. Hans Gieskes was also re-elected as President of the Company at the board meeting.

 

For further information, please contact:
Hans Gieskes, CEO and President, telephone +46 (0)8 507 410 11
E-mail: hans.gieskes@cision.com
Erik Forsberg, CFO, telephone +46 (0)8 507 410 91
E-mail: erik.forsberg@cision.com

Cision AB (publ)

 

P O Box 24194, SE-104 51 Stockholm, Sweden

 

Telephone: +46 (0)8 507 410 00

 

http://corporate.cision.com

 

N.B. The English text is an unofficial translation. In case of any discrepancies between the Swedish text and English translation, the Swedish text shall prevail.

 

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 20:00 CEST on March 31, 2011.

 

Cision empowers businesses to make better decisions and improve performance through its CisionPoint software solutions for corporate communication and PR professionals. Powered by local experts with global reach, Cision delivers relevant media information, targeted distribution, media monitoring, and precise media analysis. Cision is present in Europe, North America and Asia, and has partners in over 125 countries. Cision AB is quoted on the Nordic Exchange with revenue of SEK 1.1 billion in 2010. This press release is also available at http://corporate.cision.com

 

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