AGM of Cloetta Fazer AB (publ), undergoing name change to Fazer Konfektyr Service AB (publ)
The Annual General Meeting of Cloetta Fazer AB (publ), undergoing name change to Fazer Konfektyr Service AB (publ), (“Cloetta Fazer”), held on Tuesday, 25 November 2008, essentially passed the following resolutions.
Adoption of the profit and loss accounts and balance sheets and discharge from liability
The AGM adopted the profit and loss accounts and balance sheets of the Parent Company and the Group for the financial period from 1 January 2008 to 31 August 2008. Furthermore, the Board of Directors and the Managing Director were granted discharge from liability for the same period.
Distribution of shares in Cloetta AB (publ)
The AGM resolved to approve the Board’s proposal to distribute all shares in the wholly owned subsidiary Cloetta AB (publ), corporate identity number 556308-8144, (“Cloetta”) to the shareholders in Cloetta Fazer. The shares in Cloetta AB will be distributed to the shareholders in proportion to their existing holdings, whereby each share of class A in Cloetta Fazer AB will entitle the holder to one new class A share in Cloetta AB and each share of class B in Cloetta Fazer AB will entitle the holder to one new class B share in Cloetta AB. The record date for distribution is Friday, 28 November 2008. The shares in Cloetta are expected to be distributed by VPC AB on Monday, 1 December 2008.
Board members and changes in Group management, etc.
Sitting Board members Anders Dreijer, Berndt Brunow and Karsten Slotte were re-elected and Krister Friberg was elected as a new member of the Board. Olof Svenfelt, Meg Tivéus and Christer Zetterberg, all of whom declined re-election, resigned from their seats on the Board.
The AGM resolved that Board fees would be paid in an amount of SEK 375,000 to the Board Chairman and SEK 200,000 to each of the other members of the Board, with no remuneration to be paid for work on the Board committees.
Anders Dreijer was appointed as Board Chairman.
The statutory meeting following the AGM decided that Jesper Åberg would continue as Managing Director and CEO of Cloetta Fazer AB (publ), which is undergoing a name change to Fazer Konfektyr Service AB (publ). Curt Petri will leave his post as Deputy Managing Director and CFO of Cloetta Fazer AB (publ). The new CFO will be Krister Friberg, who is also CFO of the Fazer Group and a newly elected member of the Board of Cloetta Fazer AB (publ). As a result of the decision to distribute the shares in Cloetta to the shareholders in Cloetta Fazer, Eva Persson, Managing Director of Cloetta Sverige AB, will also leave her post on Cloetta Fazer’s Group Management Team.
Amendments to the Articles of Association, including a change of the Company’s name
The AGM resolved to approve the Board’s proposal that the Articles of Association be amended to state that the name of the Company shall be Fazer Konfektyr Service AB, that the limitation whereby no person may vote their own or other shares constituting 40 per cent or more of the total number of shares in the Company be removed from the Articles of Association, and that the pre-emption rules regarding the Company’s class A shares be removed from the Articles of Association.
Principles for remuneration and terms of employment for senior executives
The AGM resolved to approve the Board’s proposed principles for remuneration and terms of employment for senior executives.
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The interim report for the period 1 September – 30 November 2008 will be published on 30 January 2009.
The information from Cloetta Fazer contained herein is subject to the disclosure requirements in the Swedish Securities Market Act. The information was submitted for publication on 25 November 2008, 15.30 CET.
Ljungsbro, 25 November 2008
Cloetta Fazer AB (publ), under name change to Fazer Konfektyr Service AB (publ)
The Board of Directors