Report from Enea AB’s Annual General Meeting
STOCKHOLM, Sweden, 11 April, 2012 – The annual general meeting of Enea AB (publ) was held on Wednesday 11 April 2012, 4:00 pm at Kista Science Tower, Färögatan 33, Kista, Sweden.
The following was decided by the annual general meeting.
Adoption of the profit and loss account and the balance sheet
The AGM adopted the profit and loss accounts and the balance sheets of the Parent Company and the Group for the financial year 2011.
The AGM resolved that no dividend will be paid. Instead, an automatic program of redemption of shares to a value of SEK 8.00 per share was approved by the AGM.
Board of Directors and auditors
The AGM discharged the members of the Board of Directors and the Managing Director from liability for the financial year 2011. The AGM resolved that the Board members shall consist of six permanent elected members by the AGM, with no deputies. Anders Skarin was elected as Board Chairman. Åsa Landén Ericsson, Kjell Duveblad and Mats Lindoff were re-elected as members of the Board. Robert W Andersson and Torbjörn Nilsson was newly elected as members of the Board. Öhrlings PricewaterhouseCoopers was elected as auditor.
Board and auditor fees
The AGM approved board fees of SEK 1 460 000 to be apportioned between the members of the Board with SEK 380 000 to the Board Chairman and SEK 180 000 to each of the other Board members elected by the AGM. It was also established that SEK 180 000 shall be apportioned between the members of the Board after input and participation in committee work. The auditor shall be entitled to fair compensation as per agreed invoice.
The Nominating committee
The AGM approved the proposed rules for the nominating committee.
Authorization for the Board to decide on acquisition and sale of own shares
The AGM approved the Board’s proposed authorization for the Board to decide on acquisition and sale of own shares. The decision implies that the number of own shares that may be acquired, on Nasdaq OMX Stockholm or by an offer to all shareholders, is subject to the maximum of own holdings at each time is not exceeding 10% of all shares in the Company. Acquisition of shares on the stock exchange may only be to a price that is registered, at each time, in the spread interval on the stock exchange. Sale, in the context of exchange, may be to a market value assessed by the Board. The authorization lasts until the AGM 2013. The purpose of the authorization is to give the Board the opportunity to adjust the capital structure of the Company.
Guidelines for remuneration to senior executives
The AGM approved the Board’s proposed guidelines for remuneration and other conditions of employment to senior executives.
Authorization for the Board to decide on new share issue for share and business acquisitions
The AGM approved the Board’s proposed authorization for the Board to decide on new share issue for share and business acquisitions until the time of AGM 2013, with the aim that the Company shall be able to issue shares for acquisition of shares or business. The issue price shall be established in accordance with the market and not be more than 10 % of the number of outstanding shares on the day of the notice of the AGM.
Redemption of shares
The AGM approved the Board’s proposed imposition of an automatic program for redemption of shares involving a split, redemption of shares and an issue of bonus shares.
Summary of terms for the redemption program:
Each Enea share is split into two shares. One of the shares is called a redemption share.
The redemption shares are automatically redeemed against payment of 8.00 SEK per redemption share. The payment is estimated to 16 May 2012.
The redemption is automatic, i.e. no action is required from the shareholders.
The record day for the split and the right to receive a redemption share is 20 April 2012.
Trading in redemption shares will take place on NASDAQ OMX Stockholm during the period 24 April–8 May 2012.
Upon redemption of shares in Swedish limited liability companies the amount payable to foreign shareholders is normally subject to withholding tax. Swedish withholding tax should however not apply on the sales price for redemption shares that are sold during the trading period.
Further information about the redemption program can be found in the previously published information folder available on Enea’s website.
Employee stock purchase plan
The AGM approved the Board’s proposed employee stock purchase plan comprising a maximum of 132 employees. The participants in the Plan will, following a qualification period and conditional upon a personal investment in Enea shares, be given the opportunity to receive further shares in Enea, such number of shares being dependant of the number of Enea shares invested in, and subject to certain performance requirements to be fulfilled. The qualification period for the Plan is approximately three years.
The maximum number of shares in Enea that is comprised by the Plan amounts to approximately 667,000 shares corresponding to approximately 3.9 per cent of the outstanding shares and votes.