Bulletin from Investor AB’s Annual General Meeting, March 31, 2009
Approval of Income Statement and Balance Sheet
The Annual General Meeting (the “Meeting”) approved the income statement and the balance sheet for the parent company, as well as of the consolidated income statement and the consolidated balance sheet for the fiscal year 2008.
Dividends
The Meeting approved the proposed dividend to the shareholders of SEK 4.00 per share. The record date was determined as Friday, April 3, 2009. The dividend is scheduled to be distributed on Wednesday, April 8, 2009.
Board of Directors
The Meeting discharged the members of the Board and the President from liability for fiscal year 2008.
Current board members Sune Carlsson, Börje Ekholm, Sirkka Hämäläinen, Håkan Mogren, Grace Reksten Skaugen, O. Griffith Sexton, Lena Treschow Torell, Jacob Wallenberg and Peter Wallenberg Jr were re-elected.
Board Member Anders Scharp had declined re-election.
Gunnar Brock was elected as new Member of the Board of Directors. Gunnar Brock is President and Chief Executive Officer of the Atlas Copco Group until May 31, 2009, Chairman of the Board of Mölnlycke Health Care AB, Member of the Board of Directors of Stora Enso Oyj and of the Association of Swedish Engineering Industries, and Member of the Royal Swedish Academy of Engineering Sciences (IVA).
The Meeting re-elected Jacob Wallenberg as Chairman of the Board.
Compensation to the Board of Directors
The Meeting approved the compensation to the Board for 2009 totaling 6,937,500 Swedish kronor, unchanged from last year, which will be divided, in cash and in so-called synthetic shares, as follows: 1,875,000 Swedish kronor to the Chairman, 500,000 Swedish kronor to the other eight members of the Board not employed in the company, and a total of 1,062,500 Swedish kronor in cash for work in the committees of the Board.
The Meeting approved that at least 25 percent and maximum 50 percent of gross remuneration before taxes, excluding fees for committee work, shall be paid through allocation of synthetic shares. Each synthetic share shall after five years entitle to payment of an amount corresponding to the stock market price of a share of class B in the company at the date of payment. Due to administrative reasons, board members with foreign tax domicile shall be entitled to receive 100 percent of their remuneration in cash. Thus, not less than SEK 1,093,750 and not more than SEK 2,937,500 of remuneration to the Board shall consist of synthetic shares. Vesting of the synthetic shares is granted, with 25 percent at each occasion, after the publications of each of the year-end report and the three interim reports, respectively, during the term of office. Payment occurs after the publications of the year-end report and the three interim reports, respectively, during the fifth year following the general meeting which resolved on the allocation of the synthetic shares, with 25 percent of the allocated synthetic shares on each occasion.
The financial effect for the Company, if Members of the Board receive part of their remuneration in synthetic shares compared to receiving the full remuneration in cash, is due to the hedging arrangements, assessed to be very limited.
Amendment of the Articles of Association
The Meeting approved the Board of Directors’ proposal regarding the amendment of the Articles of Association in respect of notice of a General Meeting of shareholders, entailing that notice shall be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) as well as at the Company’s website, and information that the notice has been issued shall be published in Dagens Nyheter and in Svenska Dagbladet. The amendment is conditional upon that the provisions of the Companies Act (SFS 2005:551) regarding notice to general meeting will be amended.
Guidelines for Salary and Other Remuneration
The Meeting approved the Board of Directors’ proposal regarding guidelines for salary and other remuneration for the President and other members of management for 2009.
Long-term Variable Remuneration Program
The Meeting approved the scope and key principles of the long-term variable remuneration program for management and other employees for 2009, consisting of a Stock Matching Plan and a Performance Share Program.
According to the Stock Matching Plan all employees will, for each Investor share (“Participation Share”) which they acquire at market price during a certain period, to be determined by the Board, after the Meeting 2009, receive two options (“Matching Options”) and the right to purchase one Investor share (“Matching Share”) after a three-year vesting period. The Matching Share can be acquired for SEK 10 during a four-year period after the vesting period. During the same period, each Matching Option entitles the holder to purchase one Investor share of class B at an exercise price corresponding to 120 per cent of the average volume weighted price of the share of class B during the mentioned measurement period.
The theoretical value of the Stock Matching Plan have been calculated considering the value of the options, the investment risk, the risk that the employment ends and the price paid for every Matching Share. At an estimated stock price of SEK 90 the calculated value amounts to approximately 90 per cent of the amount the employee invests in Investor shares.
According to the Performance Share Program, Senior Management, after a three-year vesting period, has the right during four years to acquire Investor shares (“Performance Shares”) for a price per share corresponding to the price the Senior Management has paid for a Participation Share (the “Acquisition Price”). The average annual total return of the Investor share (including reinvested dividends) must exceed the interest on 10-year government bonds with more than 10 percentage points in order for Senior Management to be entitled to acquire the maximum number of Performance Shares, which supposedly has been allotted to the respective Senior Manager. If the total return does not exceed the 10-years interest on government bonds with at least 2 percentage points, then Senior Management is not entitled to acquire any shares. If the total return is between the 10-years interest on government bonds plus 2 percentage points and the 10-years interest on government bonds plus 10 percentage points, then a proportional (linear) calculation of the number of shares that may be acquired shall be made.
The theoretical value of a Performance Share considers, inter alia, the likelihood for meeting the performance criteria and is based on the Black & Scholes valuation model. At an estimated stock price of SEK 90, the value of every Performance Share amounts to SEK 12. The likelihood, calculated based on historical data (verified by external advisors), to meet the performance criteria has then been calculated to nearly 50 per cent.
Assuming a stock price of SEK 90 during the Measurement Period the highest number of shares which can be acquired by the employees as a result of the Matching Options will be 460,000. The highest number of Matching Shares that the employees can have the right to acquire, including estimated remuneration for dividends, amounts to 300,000. The highest number of Performance Shares that Senior Management can have the right to acquire, including estimated remuneration for dividends, amounts to 1,540,000. The highest number of shares that can be acquired under the long-term variable remuneration is, in order to maintain the value given above, dependent upon the stock price for the Investor share over the measurement period and can thus increase or decrease.
The cost for the 2008 long-term variable remuneration program amounts, with a stock price of SEK 90 for the shares during the measurement period, to approximately SEK 29 million for the Stock Matching Plan and approximately SEK 20 million for the Performance Share Program. Estimated costs for social security charges are included in these amounts.
Purchase and Transfer of the Company’s Own Shares
The Meeting authorized the Board, for the time until the annual general meeting of 2010, to decide on the purchase and transfer of the company’s own shares, in order to give the Board wider freedom of action in their work with the company’s capital structure, and to secure the costs, including social security payments, in connection with the long-term variable remuneration program and with the allocation of synthetic shares as part of the remuneration to the Board. The authorization may be used to purchase at the most so many shares that the Company’s holding of own shares after the purchase amounts to a maximum of one-tenth of all the shares in the Company. Purchases may be effected on NASDAQ OMX Stockholm AB at a price within the registered price interval from time to time. Purchases may also be effected in accordance with a purchase offer directed to all shareholders for a consideration in the form of cash, whereby the deviation at the most may be 20 percent in relation to the current stock price, and or for a consideration of shares in other companies than Investor, whereby a deviation of the stock market price may be as the Board finds appropriate. Transfer of shares may also be effected at a price in cash or value of property received which corresponds to the market price at the time of the transfer of the Investor shares transferred with such deviation as the Board finds appropriate.
The Meeting resolved that transfer of acquired shares of class B in the company shall be possible to holders under the long-term variable remuneration program 2009, in accordance with the terms and conditions set out above. A maximum of 2,500,000 shares or the higher number that may follow from a recalculation because of a split, bonus issue or similar action may be transferred.
As per March 31, 2009, the Company is holder of 2,483,800 shares of class B.
Nomination Committee
The Meeting approved the proposal for the Nomination Committee.
Statutory Board Meeting
At the statutory meeting of the Board, held in conjunction with the Meeting, the following members of the Board were elected to the Remuneration Committee: Jacob Wallenberg (Chairman), Gunnar Brock and O. Griffith Sexton. The following members of the Board were elected to the Audit Committee: Sune Carlsson (Chairman), Håkan Mogren, Jacob Wallenberg and Peter Wallenberg Jr. The following members of the Board were elected to the Finance and Risk Committee: Sirkka Hämäläinen (Chairman), Grace Reksten Skaugen and Jacob Wallenberg.
Board of Directors
INVESTOR AB
For further information:
Fredrik Lindgren, Vice President, Head of Corporate Communications
Phone +46 8 614 2031, +46 735 24 2031
Oscar Stege Unger, Vice President, Head of Investor Relations
Phone: +46 8 614 2059, +46 70 624 2059
The proposals regarding the abovementioned resolutions of the Meeting are available at Investor AB’s homepage, www.investorab.com.