Report from Enea AB’s Annual General Meeting 2016
The annual general meeting of Enea AB (publ) (the "Company"), was held on Tuesday 10 May 2016, 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 2015.
The AGM resolved that no dividend will be paid. Instead, an automatic program of redemption of shares to a value of SEK 4.20 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 2015. 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, Torbjörn Nilsson and Åsa Sundberg were re-elected as members of the Board and Gunilla Fransson 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 1,680,000 to be apportioned between the members of the Board with SEK 450,000 to the Board Chairman and SEK 210,000 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 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 2017. 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 2017, 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 4.20 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 247,915 through a cancellation of a total of 222,346 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.
This information is such that Enea AB (publ) is to publish in accordance with the Swedish Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on May 10, 2016 at 18:10 CET.
For more information contact:
Anders Lidbeck, President & CEO
Phone: +46 8 507 140 00
E-mail: [email protected]
Sofie Dåversjö, Communications Manager
Phone: +46 8 50 71 50 05
E-mail: [email protected]
Enea is a global supplier of network software platforms and world class services, with a vision of helping customers develop amazing functions in a connected society. We are committed to working together with customers and leading hardware vendors as a key contributor in the open source community, developing and hardening optimal software solutions. Every day, more than three billion people around the globe rely on our technologies in a wide range of applications in multiple verticals – from Telecom and Automotive, to Medical and Avionics. We have offices in Europe, North America and Asia, and are listed on Nasdaq Stockholm. Discover more at www.enea.com or contacts us via [email protected].
Enea®, Enea OSE®, Netbricks®, Polyhedra®, Zealcore®, Enea® Element, Enea® Optima, Enea® LINX, Enea® Accelerator, Enea® dSPEED Platform and COSNOS® are registered trademarks of Enea AB and its subsidiaries. Enea OSE®ck, Enea OSE® Epsilon, Enea® Optima Log Analyzer, Enea® Black Box Recorder, Polyhedra® Lite, Enea® System Manager, Enea® ElementCenter NMS, Enea® On-device Management and Embedded for LeadersTM are unregistered trademarks of Enea AB or its subsidiaries. All rights reserved. © Enea AB 2016.