Annual General Meeting of Lagercrantz Group AB 1 September 2008
Resolutions including the following were passed by the Annual General Meeting and the ensuing statutory Board of Directors Meeting held 1 September 2008:
Dividend
A dividend of SEK 1.50 per share was declared in accordance with the proposal of the Board of Directors. Thursday, 4 September 2008 is record day for receiving dividend that is expected to be remitted by VPC Tuesday, 9 September 2008.
Discharge from liability for the directors and the President
The Annual General Meeting granted discharge from liability to the Board of Directors and the President for their management during 2007/08.
Board of Directors
The Annual General Meeting passed a resolution in accordance with the proposal of the Election Committee. The following directors were re-elected:
Pirkko Alitalo
Anders Börjesson
Tom Hedelius
Lennart Sjölund
Jörgen Wigh, President & CEO of Lagercrantz Group
Anders Börjesson was re-elected by the Annual General Meeting as Chairman of the Board of Directors. At the ensuing statutory Board of Directors Meeting Tom Hedelius was re-elected to serve as Vice Chairman of the Board of Directors. The entire Board of Directors with the exception of the President & CEO was elected to serve as the Company’s Audit Committee. The Chairman and the Vice Chairman were appointed to serve as the Company’s Compensation Committee with the President & CEO submitting reports.
The statutory Board of Directors Meeting re-elected Jörgen Wigh as President & CEO. Niklas Enmark and Magnus Söderlind were elected Executive Vice Presidents.
Election Committee
The Annual General Meeting passed a resolution in accordance with the proposal of the year’s Election Committee to authorise the Chairman of the Board of Directors to contact the largest shareholders by vote as of 31 December 2008 and ask these shareholders to appoint members who, together with the Company’s Chairman, would constitute the Election Committee. The Election Committee shall consist of five members.
Principles for compensation to management
The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors on principles for compensation and other terms of employment for management.
Reduction of the share capital and make bonus issue
The Company’s share capital will be reduced by SEK 2,481,846 by cancellation without repayment of 1,240,923 class B shares that the Company has previously repurchased on the strength of prior annual general meetings. The decision to reduce the share capital can be carried out without a need for approval from the Swedish Companies Registration Office, provided Lagercrantz Group at the same time takes action that results in no change in either share capital or restricted equity as a consequence of the decision. It was therefore decided by the Annual General Meeting that the share capital be increased by SEK 2,549,000 by transferring this amount from unrestricted equity without the issuance of new shares.
The provisions about class C shares are deleted.
Issuance of call options on repurchased shares and conveyance of treasury shares to members of senior management
In accordance with the proposal of the Board of Directors, and in a departure from the preferential rights of existing shareholders, the Annual General Meeting resolved to offer members of senior management to acquire call options on class B treasury shares. Up to 180,500 call options giving its holders the right to acquire a corresponding number of shares may be issued. Options shall be acquired at market value. The redemption price will be 125 percent of the average market price of the share during period 4 September 2008 – 17 September 2008. Redemption will be allowed during the period 27 September 2011 until 27 December 2011, inclusive. The programme will cover up to 35 persons. Upon full participation, the programme (award for 2008) will be equivalent to 0.8 percent of the total number of shares outstanding and 0.5 percent of the number of votes in the Company. Since before, there are 515,000 options outstanding. In the interest of encouraging participation in the programme, a subsidy will be paid equivalent to the premium paid after two years on the condition that the option holder at that time still is an employee of the Group and owns call options. The cost of the programme (award for 2008) is estimated to be approximately MSEK 1. The Annual General Meeting also resolved to convey to the option holders up to 180,500 of the shares held in treasury at the set redemption price in conjunction with any utilisation of the of call options.
Repurchase and conveyance of treasury shares
In accordance with the proposal of the Board of Directors the Annual General Meeting resolved to authorise the Board of Directors to buy and sell shares in the Company, on or more occasions, such authorisation to remain valid until the next following Annual General Meeting.
Purchases shall be made via OMX Nordic Exchange Stockholm at the market price prevailing at the time of purchase. Purchases of own shares are limited in such a way that at no time may shares held in treasury exceed 10 percent of the number of shares outstanding in the Company.
Treasury shares may be sold with or without preferential right for existing shareholders, but not via OMX Nordic Exchange Stockholm. Sales may be effected to finance the acquisition of companies or businesses, and to cover the Company’s obligations under the aforementioned incentive programme.
At the ensuing statutory Board of Directors Meeting, the Board of Directors decided to utilise the authorisation received to purchase shares in the Company during the period until the next following Annual General Meeting. The purpose of repurchases is to enable the Board of Directors to adapt the Group’s capital structure and to make possible future acquisitions of companies and businesses with payment in the form of shares in the Company, and to cover the Company’s obligations under the incentive programme resolved.
Stockholm, 2 September 2008
Lagercrantz Group AB (publ)
Board of Directors
For further information, contact:
Jörgen Wigh, President & CEO, Lagercrantz Group AB, telephone +46 8 700 66 70.
Niklas Enmark, CFO, Lagercrantz Group AB, telephone +46 8 700 66 70.
This information is provided in accordance with the Swedish Securities Market Act, the Swedish Law on Accounting for Financial Instruments or requirements posed by the agreement with OMX Nordic Exchange. The information was released for publication at 08:00 a.m, 2 September 2008.