Annual General Meeting of Lagercrantz Group AB 27 August 2013
Resolutions including the following were passed by the Annual General Meeting and the ensuing statutory Board of Directors Meeting held 27 August 2013:
Dividend
A dividend of SEK 3.25 per share was declared in accordance with the proposal of the Board of Directors. Friday, 30 August 2013 is record day for receiving dividend that is expected to be remitted by Euroclear Sweden AB Wednesday, 4 September 2013.
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 2012/13.
Board of Directors, CEO, Vice President and Auditor
The Annual General Meeting passed a resolution in accordance with the proposal of the Election Committee. The board is extended to seven regular directors. The following directors were re-elected:
Pirkko Alitalo
Anders Börjesson
Tom Hedelius
Lennart Sjölund
Roger Bergqvist
Jörgen Wigh, President & CEO of Lagercrantz Group.
In addition, Marika Rindborg Holmgren was elected.
The Annual General Meeting decided a total fee of SEK 1,650,000 for the Board of Directors. The fee per director corresponds to an increase of ten percent compared to previous year.
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 and Jörgen Wigh was re-appointed as President & CEO. 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 Remuneration Committee with the President & CEO submitting reports. Magnus Söderlind was re-appointed as Executive Vice President.
The Annual General Meeting elected KPMG AB as auditors, with head auditor Joakim Thilstedt, until the end of the Annual General Meeting 2014.
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 2013 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.
Article of Association
The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors to change the Article of Association, concerning business description:
§2 Changes to: The Company’s operations focus through niche-oriented subsidiaries and on a value-added way on manufacturing and supplying own and other technology products and solutions to businesses, such as electronic and electro-mechanical components, equipment for communication and information technology and other niche areas of technology, and on related areas of business.
Issuance of call options on repurchased shares and conveyance of treasury shares to managers and 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 managers and members of senior management to acquire call options on class B treasury shares. Up to 225,000 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 120 percent of the average market price of the share during period 2 September 2013 – 13 September 2013. In order to encourage participation in the programme, an extra compensation shall be paid corresponding to the premium paid after two years, providing that the option holder's employment with the Group has not been terminated.
The Annual General Meeting also resolved to convey to the option holders up to 225,000 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 one or more occasions, such authorisation to remain valid 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.
Purchases shall be made via NASDAQ OMX Stockholm at the price interval prevailing measured as the interval between the highest buy price and the lowest sale price. 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.
The Annual General Meeting resolved to authorise the Board of Directors to sell treasury shares, without preferential right for existing shareholders, at a market price as remuneration in connection with acquisitions of businesses or companies, or to ensure delivery of treasury shares in existing incentive programmes, but not via NASDAQ OMX Stockholm.
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.
Stockholm, 27 August 2013
Lagercrantz Group AB (publ)
For additional information, contact:
Jörgen Wigh, President & CEO, Lagercrantz Group AB, tel +46 8 700 66 70.
Bengt Lejdström, Chief Financial Officer, Lagercrantz Group, tel +46 8 700 66 73,
or visit the company website at: http://www.lagercrantz.com.
This information is being published in accordance with the Securities Markets Act, the Act on Trading in Financial Instruments or the regulations of NASDAQ OMX Stockholm. The information herein was provided for publication at 8:30 a.m., 28 August 2013.
LAGERCRANTZ GROUP IN BRIEF
Lagercrantz Group is a technology group in electronics, electricity, communication and adjacent areas. The Group’s companies all deliver specialized products and solutions to other companies (B2B) and several of the companies are market leaders in their niche. Lagercrantz Group is active in eight countries in Northern Europe, and in China. The Group has approximately 950 employees and annual revenue of approximately MSEK 2,400. The Company is listed on NASDAQ OMX Stockholm since 2001.
Operations are organized in four divisions. Division Electronics offers specialized products in the field of embedded electronics, industrial wireless communication, RFID and lighting control. Division Mechatronics offers electrical connection systems, electrical installation material, electrical and electro-mechanical products and cabling products. Division Communications offers product, systems, services and support in the area of network access, digital image transmission/technical security, and software. Division Niche Products is the Group’s new division formed in April 2012. Here, a number of interesting market positions will be built by, in the first instance, acquisition of profitable companies with a strong market position in interesting niches and offering a wide variety of proprietary products.
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