Annual General Meeting of Addtech AB 24 August 2009
(Thomson Reuters ONE) - Annual General Meeting of Addtech AB 24 August 2009Resolutions at today's Annual General Meeting of Addtech AB, and theensuing statutory Board of Directors Meeting, included the following:DividendA dividend of SEK 5.00 per share was declared. Record date for thedividend was confirmed to be 27 August 2009. The dividend is expectedto be remitted by Euroclear Sweden 1 September 2009.Board of DirectorsAs directors Anders Börjesson, Eva Elmstedt, Tom Hedelius, LarsSpongberg and Johan Sjö were re-elected. Anders Börjesson wasre-elected to serve as Chairman of the Board of Directors.Tom Hedelius was re-elected to serve as Vice Chairman of the Board ofDirectors at the ensuing statutory Board of Directors Meeting.At the statutory Board of Directors Meeting, the entire Board ofDirectors except the President was designated to constitute theCompany's Audit Committee. The Chairman and the Vice Chairman weredesignated to constitute the Company's Compensation Committee.Guidelines for remuneration to senior managementThe Annual General Meeting resolved to adopt the guidelines forcompensation and other terms of employment for the President andother members of Group management in accordance with the proposal ofthe Board of Directors.Election committeeThe Annual General Meeting resolved the Election Committee to consistof the five largest shareholders in terms of voting rights as per 31December 2009, together with the Chairman of the Board of Directors.The Chairman of the Board of Directors is instructed to convene theElection Committee to its first meeting. The Election Committee shallappoint a Chairman from among its members. The composition of theElection Committee shall be announced not later than six months priorto the 2010 Annual General MeetingIssuing call options for bought-back shares and the transfer ofbought-back shares to management personnelThe Annual General Meeting resolved, in accordance with the Board ofDirectors' proposal, in deviation from the shareholders' preferentialrights, to offer around 22 members of management personnel within theAddtech Group to acquire call options on up to 236,000 of theCompany's bought-back class B shares. These entitle to acquire thecorresponding number of shares during the period from 3 September2012 to 14 June 2013 inclusive, corresponding to approximately 1.0%of the total number of shares and approximately 0.7 of the totalnumber of votes in the Company. Acquisition of options shall beeffected at market price. The purchase price for shares on exercisingoptions shall correspond to 120% of the volume-weighted average ofthe price paid for the Company's B shares on the NASDAQ OMX Exchangein Stockholm during the period from 31 August 2009 to 11 September2009 inclusive. In order to encourage participation in the Scheme, asubsidy shall be paid corresponding to the premium paid for each calloption. This subsidy shall be paid during August 2011, providing thatthe option holder's employment with the Group has not been terminatedand that the call options have not been disposed of prior to thispoint.The costs of the Scheme consist of the subsidy paid during August2011 as detailed above and the social security charges payable onthis subsidy. The total cost of the subsidy, including socialsecurity charges, has been estimated at approximately SEK 2.5 millionafter corporation tax. Against this subsidy, the option premiumcorresponds to a total of approximately SEK 2.6 million which theCompany will receive on transferring the call options, as a result ofwhich the Scheme will not involve any net charge to the Company'sequity. There is already a long-term incentive scheme, the 2001/2010Employee Option Scheme, through which 56 members of senior managementwere issued a total of 700,000 employee options, entitling them topurchase an equal number of class B shares in the Company. Theexercise price for these employee options was set at SEK 44.80, andthe exercise period runs up until 18 February 2010. On full exerciseof the employee options outstanding the number of shares would riseby 224,900, corresponding to approximately 1.0% of the total numberof shares and approximately 0.7% of the total number of votes in theCompany. These 224,900 shares correspond in their entirety topreviously bought-back class B shares in the Company.Repurchase of own sharesThe Annual General Meeting resolved in accordance with the proposalof the Board of Directors to authorise the Board of Directors to buyand sell shares in the Company, on one or more occasions, suchauthorisation to remain valid until the next Annual General Meeting.The purpose of such repurchases is to allow for adjustment of theGroup's capital structure and to enable the Company to make futureacquisitions of companies or businesses with payment in the Company'sown shares. By holding shares in treasury the Company is alsoassuring its obligations under the personnel option programme formembers of senior management resolved in December 2001 and the calloption Scheme resolved at today's Annual General Meeting.Purchases shall be made on the NASDAQ OMX Exchange in Stockholm at aprice within the price range registered at any given time, which isthe interval between the highest purchase price and the lowest saleprice. Repurchases of own shares is limited so that the Company'sholding of own shares at any given time does not exceed 10 percent ofthe total number of shares outstanding in the Company.Sale of shares held in treasury shall be possible to make with orwithout preferential rights for existing shareholders, but not viathe NASDAQ OMX Exchange in Stockholm. Sales may be made to financeacquisition of companies or businesses.At the ensuing statutory Board of Directors Meeting, the Board ofDirectors decided to exercise the authorisation given to it by theAnnual General Meeting held 24 August 2009 to repurchase shares inthe Company.Since before, Addtech AB holds 579,900 class B shares in treasury,equivalent to 2.6 percent of the total number of shares outstanding,and 1.8 percent of the votes. 224,900 of the shares held in treasuryare set aside to secure the Company's obligations under the existingpersonnel option programme. The total number of shares outstanding inAddtech AB, including shares held in treasury, is 22,732,832 beforethe cancellation.Information about the Annual General MeetingInformation about the Annual General Meeting is available at theCompany's website in the menu Investors/Corporate Governance/ AnnualGeneral Meeting 24 August 2009.Next reportAn interim report for the period 1 April - 30 September 2009 will bepublished 28 October.Stockholm, 24 August 2009Addtech AB (publ)Board of DirectorsFor further information, contactJohan Sjö, President and CEO, +46 8 470 49 00Kennet Göransson, CFO, +46 8 470 49 10http://hugin.info/132861/R/1336721/318200.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 24.08.2009 - 18:30 Uhr
Sprache: Deutsch
News-ID 5030
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