Bulletin from Gunnebo Industrier AB annual general meeting
The meeting approved the proposed dividend to shareholders of SEK 6.00 per share. The record day for the dividend was set at 13 May 2008. The distribution is expected to be paid through VPC AB on 16 May 2008.
The meeting discharged the Board members and Managing Director from personal liability for the 2007 financial year.
Malin Alfredsson, Göran Danielsson, Carl-Gösta Ekström, Mikael Jönsson and Bjarne Holmqvist were re-elected as Board members. Marianne Brismar was elected for the first time. Sten Langenius had declined re-election.
The meeting re-elected Bjarne Holmqvist as Chairman of the Board.
The Board fee was set at SEK 1,075,000, including 325,000 for the Chairman and SEK 150,000 for each of the other five members. In addition, SEK 200,000 for committee work is to be allocated by the Board.
The meeting voted that the nominating committee consist of the three biggest shareholders as of 30 September 2008. The committee will retain its present composition until that date. The Chairman of the Board is the convener. The nominating committee is to propose Board members and fees to the 2009 annual general meeting.
Öhrlings PricewaterhouseCoopers AB was re-elected as the company's auditor for an additional four years until the 2012 annual general meeting.
The meeting approved the Board's proposed guidelines for salaries and other remuneration for senior executives. According to the guidelines, remuneration shall be competitive and any variable remuneration may not exceed 50% of the executive's fixed annual salary. There may also be share-related incentive programmes. Any pension benefits above and beyond those prescribed by law and agreements shall be premium-based. If an executive living in Sweden leaves the company of his own volition, the period of notice is 6 months, whereas the period of notice is no more than 12 months if the company terminates his employment. Severance pay above and beyond an executive's salary during the period of notice may not exceed his annual salary. The company may consider other termination conditions in individual cases. The remuneration committee makes decisions concerning salaries and other terms of employment for senior executives.
The meeting approved the Board's proposed option programme covering 40 senior executives by issuing warrants entitling the holder to subscribe for new shares in the company. The programme may issue up to 117,000 warrants to senior executives at market price. The warrants will entitle holders to subscribe for new shares in the company at 120% of the share's average volume-weighted price paid from 19-30 May 2008. The warrants may be utilised to subscribe for new shares in the company from 1 August – 30 September 2011.
Assuming that all warrants that may be issued under the option programme are utilised to subscribe for new shares, the company's share capital will increase by SEK 702,000 from SEK 52,625,454 to SEK 53,327,454. Based on the company's current share capital, that represents dilution of approximately 1.33% of the shares and votes.
Board of Directors
Gunnebo Industrier AB