Report from the Annual General Meeting of Orc Software/Orc Group[1]
The Annual General Meeting of Orc Software AB (under name change to Orc Group AB), was held today, May 3, 2011, at the company’s head office on Kungsgatan in Stockholm.
Dividend
The Annual General Meeting approved the Board of Directors’ proposed dividend of SEK 7.00 per share. The record date for dividends is May 6, 2011. The dividends are expected to be disbursed by Euroclear Sweden AB on May 11, 2011.
Remuneration to the Board of Directors and auditors
The Annual General Meeting resolved to approve fees for the Board of Directors in an amount of SEK 205,000 per Board member and SEK 450,000 for the Board Chairman. The total proposed remuneration to the Board of Directors therewith amounts to SEK 1,475,000. In addition, the Chairman was authorized to allocate a total of SEK 150,000 for work on the Board committees. Fees for the auditors will be paid according to approved invoice.
Board of Directors and Auditor
Regular Board members Patrik Enblad, Lars Granlöf, Staffan Persson, Eva Redhe Ridderstad and Carl Rosvall were re-elected. Cecilia Lager was elected as new Board member. Patrik Enblad was elected as Chairman of the Board.
Ernst & Young AB, with the auditor Ola Wahlquist as auditor in charge, was re-elected as auditor for one year.
Authorization for the Board of Directors to repurchase and transfer treasury shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to repurchase and transfer treasury shares. In summary, the proposal authorizes the Board of Directors to repurchase and transfer shares in the company on one or several occasions during the period until the next Annual General Meeting. The company´s own shares may be repurchased up to an amount where the company’s holding of its own shares does not at any time exceed ten percent of the total number of shares in the company. The re-purchase of shares will take place on the NASDAQ OMX Stockholm at a price per share that falls within the registered price interval for the share at any given time, defined as the interval between the highest bid price and the lowest offer price. The transfer of shares will take place on the NASDAQ OMX Stockholm according to the same price conditions as a repurchase, or in conjunction with the acquisition of a company or business operation on market-based terms. The motive for the authorization is to give the Board of Directors greater freedom of action and opportunity to continuously adapt its capital structure and thereby contribute to increased shareholder value, as well as to finance future acquisitions.
Authorization for the Board of Directors to issue new shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to issue new shares. In summary, the proposal authorizes the Board of Directors, during the period until the next Annual General Meeting, to issue new shares:
(i) with pre-emptive rights for the shareholders to subscribe for the new shares; and
(ii) with exclusion of pre-emptive rights for the company’s shareholders to subscribe for the new shares in connection with an acquisition.
The authorization may be utilized on one or several occasions for the issuance of shares in a maximum number that is equal to no more than ten percent of total number of registered shares at the time of the authorization. The issue price will be determined based on the market value of the share at the respective date of issue. The motive for the authorization is to increase the company’s financial flexibility and provide opportunity for the Board of Directors to finance acquisitions, whereby the company’s shares may be used as full or partial consideration and/or issued to institutional investors against cash consideration and these cash funds then used to finance an acquisition in full or in part.
Adoption of principles for appointment of the Nomination Committee
The Annual General Meeting resolved to adopt the Nomination Committee’s proposal regarding criteria for appointment of the Nomination Committee.
Principles for remuneration of senior executives
The Annual General Meeting resolved to adopt the Board of Directors’ proposal regarding principles for remuneration of senior executives.
Name change and amendment to the Articles of Association
The Annual General Meeting resolved in accordance with the Board’s proposal to change the company’s name to Orc Group AB, which required an amendment to the Articles of Association.
Statutory Board meeting
A statutory Board meeting was held after the Annual General Meeting.
For the full details of each proposal adopted by the Annual General Meeting, please refer to www.orcsoftware.com. CEO Thomas Bill’s presentation is available at www.orcsoftware.com.
For further information please contact:
Thomas Bill, phone: +46 8 506 477 35
The information in this press release has been made public by Orc Software AB in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 3 May, 2011, at 5:20 p.m. (CEST).
About Orc Software
Orc is a leading provider of technology and services for the global financial industry. Orc delivers trading and market access solutions that are used by proprietary trading and market making firms, investment banks, hedge funds and brokerage houses worldwide.
Available as deployed software or as managed services, Orc develops and provides the tools needed for running profitable trading and brokerage businesses in today’s competitive and ever-changing markets.
Built on Orc’s in-depth of knowledge of the trading world, Orc Trading and Orc Brokerage solutions offer strong analytics, unmatched market access, high-frequency trading capabilities, automated trading strategies and execution, ultra-low latency and effective risk management.
Complementing the Orc Group’s trading technology solutions, our Neonet business unit offers low-latency brokerage services to professional market participants, with clients in over 25 countries globally. CameronTec, an Orc group company, is the market leader in FIX infrastructure and connectivity solutions.
With market presence in all major global financial centers, Orc provides sales and support services from its offices across the EMEA, Americas and Asia-Pacific regions.
Orc Software is publicly traded on Nasdaq OMX Stockholm (SSE: ORC).
For additional information. visit www.orcsoftware.com
[1] N.B. The English text is a translation of the Swedish text. In case of discrepancy between the Swedish and the English text the Swedish version shall prevail.
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