2007 AGM of Cloetta Fazer AB (publ)
The Annual General Meeting of Cloetta Fazer AB (publ) held on Tuesday, 24 April 2007, resolved to approve the Board’s proposed dividend of SEK 6.50 per share (6.00), amounting to a total of SEK 156.8 million. The proposed record date for entitlement to dividends is Friday, 27 April 2007. Dividends are expected to be disbursed by VPC AB (the Nordic Central Securities Depository) on Thursday, 3 May 2007.
The AGM resolved that the number of Board members would amount to eight, with no deputies.
The AGM re-elected sitting Board members Berndt Brunow, Lennart Bylock, Anders Dreijer, Wilhelm Lüning, Olof Svenfelt and Meg Tivéus and elected new Board members Karsten Slotte and Christer Zetterberg, while Bengt Baron and Hans Olof Danielsson left the Board.
As the company’s auditors to serve for period of four years, the AGM elected the auditing firm of KPMG Bohlins AB with Auditor in Charge Helene Willberg and Assistant Auditor in Charge Joakim Thilstedt. It was resolved that fees to the auditors would be paid according to approved account.
The Board has appointed a Remuneration Committee consisting of Anders Dreijer, Lennart Bylock and Wilhelm Lüning, and an Audit Committee consisting of Anders Dreijer, Olof Svenfelt and Meg Tivéus.
The AGM resolved that board fees of SEK 350,000 would be paid to the Board Chairman, SEK 260,000 to the Deputy Chairman and SEK 175,000 to each of the other members of the Board. For work on the Audit Committee and Remuneration Committee, it was resolved that each of the members would be paid a fee of SEK 40,000.
In his address to the AGM, Managing Director Jesper Åberg commented on operations in 2006 and the Group’s development in the first quarter of 2007.
The AGM appointed Anders Dreijer as Chairman of the Board. At the statutory meeting following the AGM, Olof Svenfelt was appointed Deputy Chairman.
The AGM resolved on the following criteria for appointment of the Nominating Committee:
that
the company shall have a Nominating Committee consisting of three members, of whom no more than one may be a member of the company’s Board of Directors. The two largest shareholders in terms of voting power shall each appoint one representative. These two representatives shall appoint a third among those Board members defined as independent according to the Swedish Code of Corporate Governance. The Nominating Committee shall appoint a chairman from among its members. The chairman of the Nominating Committee may not be the Board Chairman. The names of the two shareholder representatives and the shareholders they represent shall be announced at least six months prior to the 2008 AGM.
that
if a member should leave the Nominating Committee before his/or her duties are completed, a replacement shall be appointed, if deemed necessary, by the same shareholder that appointed the resigning member,
that
if, during the mandate period of the Nominating Committee, one or several shareholders who have appointed members to the Nominating Committee are no longer among the two largest shareholders in terms of voting power, it shall be possible to change the composition of the Nominating Committee,
that
the Nominating Committee shall have the right to receive reasonable compensation for costs incurred in connection with evaluation and recruitment. The members of the Nominating Committee shall receive no other compensation from the company, and
that
the Nominating Committee shall put forward recommendations on the following matters for decision by the 2008 AGM:
(a) election of Board members,
(b) election of the Chairman of the AGM,
(c) election of the Chairman of the Board,
(d) fees to be paid to the Board of Directors, the apportionment between the Chairman and other Board members and remuneration for committee work,
(e) election of auditors,
(f) remuneration to the company’s auditors.
The interim report for the period January – June 2007 will be published on 17 August 2007.
Ljungsbro, 24 April 2007
Cloetta Fazer AB (publ)
The Board of Directors