Report from ÅF's Annual General Meeting 2015

Report from ÅF's Annual General Meeting 2015

ID: 389556

(Thomson Reuters ONE) -


For further information:
Viktor Svensson, Executive Vice President       +46 70 657 20 26

On Wednesday April 29, 2015, ÅF AB (publ)'s annual general meeting was held at
the ÅF Group's headquarters in Solna, Sweden.

Adoption of the Income Statement and the Balance Sheet

The meeting adopted the income statements and balance sheets for the Group and
the parent company for 2014. The members of the Board of Directors and the
President were discharged from liability for the fiscal year 2014.

Dividend

The proposed dividend of SEK 3.50 per share was approved by the AGM. The record
day for dividend is Monday, May 4, and payment from Euroclear Sweden will be
Thursday, May 7, 2015.

Board of Directors

All board members, Marika Fredriksson, Staffan Jufors, Anders Narvinger, Björn O
Nilsson, Maud Olofsson, Joakim Rubin, Kristina Schauman and Anders Snell were
reelected. Anders Narvinger was appointed chairman of the board.

Board of Directors' Fees

The meeting decided that the fees for Board work, including remuneration for
Committee work, during the period up until the next AGM to members of the Board
who are not employees within the ÅF Group shall total SEK 2 785 000, an increase
of SEK 20 000 from the previous year. The increase concerns the Audit Committee.
The fees are to be distributed with SEK 600 000 to the Chairman of the Board and
SEK 260 000 to each of the other seven members of the Board. For the work of the
Audit Committee, it was decided on a fee of SEK 100 000 to the Chair and SEK
50 000 to each of the other two members. For the work of the Compensation
Committee, it was decided on a fee of SEK 75 000 to the Chair and SEK 45 000 to
each of the other two members.

Convertible Debentures for Management and Key Staff

It was decided that ÅF AB shall raise a convertible subordinated loan of a




nominal maximum of SEK 200 000 000 through the issue of convertible debentures.
If the conversion rate at the moment of issue will be determined at an amount
which would lead to a dilution after full conversion by more than 2% of the
share capital, the maximum loan amount shall be reduced so that the maximum
dilution will be 2%. The subscription price for each convertible should
correspond to its nominal amount.

The approximately 200 participants will be group management and selected key
staff.

Key staff will be guaranteed a minimum allocation of SEK 300 000 whereas the
highest possible subscription varies from SEK 900 000 (key staff) to SEK
6 000 000 (CEO).

It was also decided, to counteract the dilution the conversion otherwise can
result in, that the Board is authorised to acquire as many shares as subscribed
convertible debentures convert into, and it was decided to reduce the share
capital corresponding to the number of shares equal to the number of convertible
debentures subscribed to.

Authorisation for the Board to transfer own shares

The Board was authorised, for the period until the next annual general meeting,
to decide on the transfer of own shares on Nasdaq Stockholm and transfer of own
shares to participants in the Performance-Related Share Programmes from 2011 -
2014.

Authorisation for the Board to decide on new issue of shares

The Board was also, for the time until the next annual general meeting,
authorised to decide on new share issues of B shares for consideration other
than in cash or, with preferential rights for the shareholders, against cash
payment. Through the new issues, the share capital can be increased by issuing
shares on market conditions, however, the number of newly issued shares shall
not in aggregate exceed 10 percent of the registered share capital.

Statutory board meeting

The Board decided that members of the Remuneration Committee shall be Marika
Fredriksson, Anders Narvinger (Chairman) and Anders Snell. The Board decided
that the members of the Audit Committee shall be Anders Narvinger, Joakim Rubin
and Kristina Schauman (Chairman).

ÅF is an engineering and consulting company for the energy, industrial and
infrastructure markets, creating progress for our clients since 1895. By
connecting technologies we provide profitable, innovative and sustainable
solutions to shape the future and improve people's lives. Building on our strong
base in Europe, our business and clients are found all over the world.

ÅF - Innovation by experience


Press release (PDF):
http://hugin.info/1253/R/1916878/685582.pdf



This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.

Source: ÅF AB via GlobeNewswire
[HUG#1916878]




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Bereitgestellt von Benutzer: hugin
Datum: 29.04.2015 - 18:15 Uhr
Sprache: Deutsch
News-ID 389556
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