Release from Annual General Meeting of Clas Ohlson AB (publ) shareholders on 13 September 2008
On Saturday, 13 September 2008, Clas Ohlson AB held its Annual General Meeting for the 2007/08 financial year at Insjön, whereby the following main resolutions were passed. For more detailed information concerning the content of these resolutions, reference is made to the press release issued on 12 August 2008 and to the complete notification convening the Annual General Meeting. Dividend The Annual General Meeting approved the motion proposing that the shareholders be paid a dividend of SEK 5.00 per share. It was resolved that the record date for payment of the dividend would be 17 September 2008. The dividend is expected to be sent by VPC AB on 22 September 2008. Board of Directors The Annual General Meeting re-elected Board Members Anders Moberg, Björn Haid, Lottie Svedenstedt, Elisabet Salander Björklund, Urban Jansson, Cecilia Tufvesson-Marlow and Klas Balkow. Anders Moberg was elected Chairman of the Board. Auditors At an earlier General Meeting, the authorized accounting firm Öhrlings PricewaterhouseCoopers AB had been elected auditor up to the Annual General Meeting held in 2008. The current Annual General Meeting elected Öhrlings PricewaterhouseCoopers AB, with Annika Wedin as auditor-in-charge, as the company’s auditor until the end of the Annual General Meeting held during the fourth financial year after the election of auditor. Nomination Committee The Annual General Meeting elected a Nomination Committee comprising Elisabet Salander Björklund, Per Karlsson and Lars Öhrstedt (AFA Försäkring). Elisabet Salander Björklund was elected Chairman of the Nomination Committee. Guidelines for remuneration of senior executives and resolution concerning long-term incentive plan The Annual General Meeting approved the Board of Directors’ proposed guidelines concerning remuneration of senior executives. The Meeting also resolved, in accordance with the Board of Directors’ motion, to adopt a performance-based long-term incentive plan (“LTI 2009”) with a term of seven years. The aims of the resolved remuneration principles, including the long-term incentive plan, LTI 2009, include being able to cost-effectively and competitively attract and retain senior executives. On an annual basis, the Board of Directors will evaluate whether or not a long-term incentive plan should be proposed to forthcoming meetings. Acquisition and transfer of treasury shares The Annual General Meeting resolved, in accordance with the Board of Directors’ motion, to authorize the Board, during the period up to the next Annual General Meeting, to make decisions concerning: A. Acquisitions of company shares in the following manner: - Not more than 930,000 Series B shares may be acquired. - The shares may be acquired on the Nordic Exchange in Stockholm. - Acquisitions of shares may only occur at a price per share that at every given time is within the registered range of prices paid for the shares. - Payment for the shares must be made in cash. Acquisitions may occur with the aim of safeguarding the company’s commitments (including social security fees) under LTI 2009. B. Transfers of treasury shares may occur in the following manner: - The transfers may pertain to the Series B treasury shares owned by the company at the time of the Board of Directors’ decision. - The shares may be transferred on the Nordic Exchange in Stockholm. - Transfers of shares through trading on an exchange may only occur at a price per share that at every given time is within the registered range of prices for the shares - Payment for the shares must be made in cash. Transfers may occur with the objective of continuously adapting the number of shares acquired within the framework of LTI 2008 and LTI 2009. The Annual General Meeting also resolved, in accordance with the Board of Directors’ motion, to transfer treasury shares in the following manner: - Not more than 715,000 Series B shares may be may be transferred. - Entitlement to obtain the shares shall accrue to participants of LTI 2009. - It shall be possible to acquire shares as of 20 June 2012 up to and including 30 April 2016. Payment for the shares must be made no earlier than 20 June 2012 and no later than 15 May 2016. - Share rights issued in accordance with LTI 2009 are to be transferred free of charge. - Transfers of shares based on options issued under LTI 2009 will occur at a price corresponding to 110% of the established volume-weighted average price paid for the company’s Series B shares on each trading day over a period of 10 trading days prior to the start of the acquisition period (1 May 2009). Transfers of treasury shares and the reason for disapplying the shareholders’ pre-emptive rights are pursuant to LTI 2009. The company currently holds 645,000 Series B shares. Board of Directors of Clas Ohlson AB (publ) For further information, please contact: Klas Balkow, President and CEO Telephone: +46-(0)247-444 00 or John Womack, Information and Investor Relations Manager Telephone: +46-(0)70-678 2499