Press release from Annual General Meeting of Clas Ohlson AB (publ) on 11 September 2010
On Saturday 11 September 2010, Clas Ohlson AB held its Annual General Meeting for the 2009/10 financial year at Insjön, whereby the following primary resolutions were adopted. For more detailed information on the content of the resolutions, please refer to the press release published on 11 August 2010 and the complete Notification of the Annual General Meeting. The notification of the Annual General Meeting and the complete motions pertaining to the Annual General Meeting resolutions listed below are available on Clas Ohlson AB’s website, http://om.clasohlson.com.
Adoption of the balance sheet and income statement
The Annual General Meeting adopted the balance sheet and income statement for the Parent Company and the Group for the 2009/2010 financial year.
Dividend
At the Annual General Meeting, the proposed dividend to shareholders of SEK 3.75 per share was approved. The record date for the dividend is 15 September 2010. The dividend is scheduled to be paid from Euroclear Sweden AB on 20 September 2010.
Board of Directors
The Annual General Meeting discharged the Board members and the CEO from liability for the 2009/2010 financial year.
The Annual General Meeting resolved that the Board of Directors shall comprise eight Board members with no deputy Board members. The General Meeting re-elected Board members Anders Moberg, Björn Haid, Lottie Svedenstedt, Urban Jansson, Cecilia Marlow, Edgar Rosenberger and Klas Balkow. Sanna Suvanto-Harsaae was elected new Board member. Anders Moberg was re-elected Chairman of the Board.
Board fees
The Annual General Meeting resolved that Board fees be paid totalling SEK 2,787,500, of which SEK 550,000 will be paid to the Chairman and SEK 275,000 to each Board member elected by the General Meeting and not employed by the company. The Meeting also resolved that remuneration be paid to members of the Audit Committee who are not employed by the company, in the amount of SEK 137,500 for the Chairman of the Committee and SEK 68,750 to each of the other Committee members. Finally, the Meeting resolved that remuneration be paid to members of the Remuneration Committee who are not employed by the company, in the amount of SEK 125,000 to the Chairman of the Committee and SEK 62,500 to each of the other Committee members.
Guidelines for remuneration to senior executives
The Annual General Meeting approved the guidelines proposed by the Board of Directors for remuneration of senior executives.
Nomination Committee
The Annual General Committee approved the motion put forward pertaining to the nomination process for the Nomination Committee.
Long-term incentive plan 2011
In addition, the Meeting resolved, in accordance with the Board’s motion, to adopt a performance-based long-term incentive plan (“LTI 2011”). The aim of the adopted remuneration principles, including the long-term incentive plan LTI 2010, is to attract and retain senior executives in a cost-efficient and competitive manner. The Board of Directors will annually evaluate whether long-term incentive plans shall be proposed at future General Meetings.
Acquisition and transfer of treasury shares
The Annual General Meeting resolved, in accordance with the Board’s motion, to authorise the Board, during the period until the next Annual General Meeting, to make decisions pertaining to
A. Acquisition of own shares according to the following:
- Acquisitions may occur of not more than 820,000 Class B shares.
- The shares may be acquired on NASDAQ OMX Stockholm AB.
- Acquisition of shares may occur only at a price per share that at every point in time is within the registered span of share prices.
- Payment for the shares must be made in cash.
Acquisitions may occur to safeguard the company’s commitments (including social security fees) resulting from proposed and adopted incentive plans.
B. Transfer of treasury shares according to the following:
- Class B treasury shares held at the time of the Board of Director’s decision may be transferred.
- The shares may be transferred via NASDAQ OMX Stockholm AB.
- Shares transferred through trading on the Exchange may only occur at a price per share that at every point in time is within the registered span of share prices.
- Payment for the shares must be made in cash.
The purpose of share transfers is to continuously adapt the number of treasury shares in order to safeguard commitments (including social security fees) within the framework for proposed and previously implemented incentive plans.
C. Transfer of treasury shares according to the following:
- A maximum of 630,000 Class B treasury shares may be transferred.
- Entitlement to receive shares shall accrue to the participants of LTI 2011.
- Shares may be acquired between 16 June 2014 and 27 April 2018. Payment for the shares must be made not earlier than 16 June 2014 and not later than 11 May 2018.
- Share awards issued in accordance with LTI 2011 will be transferred free of charge.
- Shares based on options issued in accordance with LTI 2011 will be transferred at a price corresponding to 110% of the volume-weighted average price paid for the company’s Class B share as established on NASDAQ OMX Stockholm AB over a period of ten trading days prior to the start of the acquisition period.
The transfer of treasury shares and the reason for disapplying the shareholders’ pre-emptive rights are a feature of LTI 2011.
Board of Directors of Clas Ohlson AB (publ)
For more information, please contact:
Klas Balkow, President and CEO
Tel: +46 (0)247-444 00
or
John Womack, Director of Information and IR
Tel: +46 (0)247-444 05
Clas Ohlson AB is a Swedish chain store that sells, amongst other things, hardware, electrical, multimedia, and home and leisure products. It is the largest hardware chain in Scandinavia. The company was founded in 1918 by the technically-minded Clas Ohlson (1895–1979), as a mail order business based in the Swedish village of Insjön, Dalarna. Initially, only manuals and technical literature were sold. He opened his first shop in Insjön in 1926 and there are now stores throughout Sweden, as well as in Norway and Finland. In 2008, the company opened its first store in the United Kingdom, in Croydon, south London. There are now stores at the Arndale Centre in Manchester, at The Harlequin in Watford, in Kingston upon Thames, Reading, Liverpool and Leeds.