Report from Enea AB’s Annual General Meeting 2015
The annual general meeting of Enea AB (publ) (the "Company"), was held on Thursday 7 May 2015, 4.30 p.m. at Kista Science Tower, Färögatan 33 in Kista, Stockholm.
The following was decided by the annual general meeting (“AGM”).
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 2014.
Dividend
The AGM resolved that no dividend will be paid. Instead, an automatic program of redemption of shares to a value of SEK 3.60 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 2014. 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. Kjell Duveblad, Mats Lindoff, Robert Andersson and Torbjörn Nilsson were re-elected as members of the Board and Åsa Sundberg was elected as new member of the Board. Öhrlings PricewaterhouseCoopers was elected as auditor.
Board and auditor fees
The AGM approved board fees of SEK 1,600,000 to be apportioned between the members of the Board with SEK 420,000 to the Board Chairman and SEK 200,000 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 assignment of treasury shares
The AGM approved the Board’s proposed authorization for the Board to decide on acquisition and transfer of treasury shares. The decision implies that acquisition of treasury shares on Nasdaq OMX Stockholm, or by an offer to all shareholders, may at each time not lead to that held treasury shares exceed ten per cent of all shares in the Company. Transfer of treasury shares may be made in other ways than on the Marketplace, including a right to deviate from the shareholders preferential rights and that payment may be made by other means than by cash. A maximum of ten per cent of the total number of the shares in the Company may be transferred. The authorization stated above may be utilized on one or several occasions up until the annual general meeting 2016. Acquisitions of shares on the Marketplace may only be made at a price within the registered price interval at the Marketplace. Transfer of treasury shares in connection with acquisitions of businesses may be made at a market price estimated by the board
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 2016, with the aim that the Company shall be able to issue shares for acquisition of shares or businesses. The issue price shall be based on market practice and the number of issued shares may at most equal ten per cent 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 share split, redemption of shares and a corresponding “bonus issue” increase of the share capital.
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 3.60 SEK per redemption share. The redemption is automatic, i.e. no action is required from the shareholders.
The AGM authorized the board to set the record day for the share split and redemption respectively as well as the period for trading of redemption shares.
Further information about the redemption program can be found in the previously published information folder available on Enea’s website.
Reduction of the share capital and a corresponding “bonus issue” increase of the share capital
The AGM approved the Board’s proposal to reduce the share capital of the Company by SEK 303,902 through a cancellation of a total of 277,147 shares. In order to achieve a time efficient cancellation procedure, the AGM approved the Board’s proposal to restore the Company’s share capital to its original amount by increasing the share capital by means of a bonus issue without issuing new shares by transferring the amount of issue from the Company’s non-restricted reserve to the Company’s share capital.
For more information visit www.enea.com/investors or contact:
Anders Lidbeck, President & CEO
E-mail: [email protected]
Sofie Sarhed, Investor Relations
Phone: +46 70 971 4005
E-mail: [email protected]
About Enea
Enea is a global supplier of Linux and real-time operating system solutions, including middleware, tools, databases, and world class services, with a vision to enable communication everywhere. As a trusted and respected player in the embedded software eco system, Enea has for more than four decades delivered value and helped customers develop and maintain ground-breaking products. Every day, more than three billion people around the globe rely on Enea’s technologies in a wide range of applications in multiple verticals – from Telecom and Automotive, to Medical and Avionics. Enea has offices in Europe, North America and Asia, and is listed on NASDAQ OMX Nordic Exchange Stockholm AB. For more information please visit www.enea.com or contact us at [email protected]
Enea®, Enea OSE®, Netbricks®, Polyhedra® and Zealcore® are registered trademarks of Enea AB and its subsidiaries. Enea OSE®ck, Enea OSE® Epsilon, Enea® Element, Enea® Optima, Enea® Optima Log Analyzer, Enea® Black Box Recorder, Enea® LINX, Enea® Accelerator, Polyhedra® Lite, Enea® dSPEED Platform, Enea® System Manager and Embedded for Leaders(TM) are unregistered trademarks of Enea AB or its subsidiaries. Any other company, product or service names mentioned above are the registered or unregistered trademarks of their respective owner. © Enea AB 2015.