Resolutions by Observer AB’s Annual General Meeting on March 28, 2006
Board election The reelection of Per-Eric Fylking, Pia Gideon, Ulf Ivarsson, Peter Leifland and Maria Lilja as members of the Board of Directors. The election of Anders Böös and Gunilla Samuelsson as new Board members, and the election of Anders Böös as Chairman of the Board. Former Chairman Örjan Håkanson had declined reelection and Robert Lundberg resigned from the Board when he stepped down as CEO of the company on February 9, 2006. Authorizations The AGM authorized the Board, until the company’s AGM in 2007, to take the decision to issue not more than 4,000,000 new shares in the company. Such issues may deviate from shareholders’ preferential right to subscribe for new shares. The reason for the deviation from shareholders’ preferential right is that the new shares will be used to acquire operations or companies. The AGM also authorized the Board, until the company’s AGM in 2007, to take the decision to raise loans totaling not more than the equivalent of USD 300 million, where the interest rate is dependent wholly or in part on the Company’s profit or financial position, in order to ensure the greatest possible flexibility in connection with future borrowing. Employee stock options and warrants The AGM resolved to introduce a performance-based stock option program comprising not more than 700,000 options to approximately 35 members of senior management in the Group. Each option will provide entitlement to acquire one share in Observer during the period April 15, 2008 – March 1, 2011 at a strike price equivalent to 110 percent of the average quoted share price during the period April 3-7, 2006. The right to exercise these options is conditional on a specific increase in earnings per share for the financial year 2006 compared with financial year 2005. To hedge the company’s commitment for the employee stock option program, warrants with a right to subscribe for new shares will be issued to wholly owned subsidiaries of the Observer Group. Each warrant may be exercised during the same period and at the same strike price as stipulated in the terms of the employee stock options above. If fully exercised, the options will result in a dilution of approximately 0.9 percent of the share capital and votes. Observer AB (publ)