Annual General Meeting in Cloetta Fazer AB (publ) 2008
The Annual General Meeting (“AGM) of Cloetta Fazer AB (publ) held on Monday, 16 June 2008, resolved to approve the Board’s proposed dividend of SEK 7.00 per share (6.50), including an additional dividend of SEK 3.00 per share, in total SEK 10.00 per share. The dividend amount in total is SEK 241.2 million. The proposed record date for the dividend is Thursday, 19 June 2008. Dividends are expected to be distributed by NCSD (the Nordic Central Securities Depository) on Wednesday, 25 June 2008. The AGM resolved that the number of Board members would amount to six, without deputies.
The AGM re-elected the Board members Anders Dreijer, Olof Svenfelt, Berndt Brunow, Karsten Slotte, Meg Tivéus and Christer Zetterberg.
The Board appointed a Audit Committee consisting of Anders Dreijer, Olof Svenfelt and Meg Tivéus. Remuneration Committee consists of all members of the board.
The AGM resolved that remuneration to the Board should be SEK 375,000 to the Board Chairman, SEK 285,000 to the Deputy Chairman and SEK 200,000 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 2007 and the Group’s development in the first quarter of 2008.
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 the following criteria for appointment of the Nomination Committee:
that
the company shall have a Nomination 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 Nomination Committee shall appoint a chairman from among its members. The chairman of the Nomination 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 2009 AGM.
that
if a member should leave the Nomination 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 Nomination Committee, one or several shareholders who have appointed members to the Nomination Committee are no longer among the two largest shareholders in terms of voting power, it shall be possible to change the composition of the Nomination Committee
that
the Nomination Committee shall have the right to receive reasonable compensation for costs incurred in connection with evaluation and recruitment. The members of the Nomination Committee shall receive no other compensation from the company, and
that
the Nomination Committee shall put forward recommendations on the following matters for decision by the 2009 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 allocation between the Chairman and other Board members and remuneration for committee work,
(e) election of auditors,
(f) remuneration to the company’s auditors.
The company’s interim report for the period January – June 2008 will be published on 20 August 2007.
Ljungsbro, 16 June 2008
Cloetta Fazer AB (publ)
The Board of Directors
The information in this press release regarding Cloetta Fazer is to be publically announced according to Swedish law. The information is to be public on 16 June 2008 at 4 pm CET.