Report from Enea AB’s Annual General Meeting
STOCKHOLM, Sweden, 19 April, 2010 – The annual general meeting of Enea AB (NASDAQ OMX Nordic:ENEA) was held on Monday 19 April at Enea's premises in Kista, Sweden.
Adoption of the profit and loss account and the balance sheet
The annual general meeting (AGM) adopted the profit and loss accounts and the balance sheets of the Parent Company and the Group for the financial year 2009.
The AGM resolved that SEK 1.50 will be paid in dividend per share. It was decided that the record day for distribution is 22 April 2010.
Board of Directors
The AGM discharged the members of the Board of Directors and the Managing Director from liability for the financial year 2009. The AGM resolved that the members shall consist of five permanent elected members with no deputy members. Anders Lidbeck was re-elected as Chairman of the Board and Åsa Landén Ericsson, Anders Skarin, Kjell Duveblad were re-elected as members of the Board. Mats Lindoff was elected as a new member of the Board.
Board and auditor fees
The AGM approved board fees in an unchanged total amount, adjusted for the reduction of the number of members, of SEK 1 190 000 and with an unchanged appropriation between the members of the Board, i.e. SEK 380 000 to the Chairman and SEK 160 000 to the other elected members each. It was also established that SEK 170 000 shall be appropriated between the members of the Board based on achievements and participation in committee work. The Board may use SEK 500 000 for extraordinary efforts. The auditor receives fair compensation according to invoice based on the actual time for the implementation of the mission.
The Nominating committee
The AGM approved the proposed rules for the nominating committee.
Authorization for the Board to decide on acquisition and assignment of own 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 in any another way, may at each time not lead to that held shares exceed ten per cent of all shares in the Company. Acquisitions of shares on the stock exchange may only be made at a price within the registered price interval at the stock exchange. Transfer of shares in connection with acquisitions of businesses may be made at a market price estimated by the board. The authorization lasts until the AGM 2011. The purpose of the authorization is to give the Board the opportunity to adjust the capital structure of the Company and to enable financing, in whole or in part, in connection with acquisitions of businesses.
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 2011, with the aim that the Company shall be able to issue shares for acquisition of shares or businesses. The issue price shall be established in accordance with the market price and not be more than ten per cent of the number of outstanding shares on the day of the notice of the AGM.
Share savings program
The AGM approved the Board's proposed introduction of a share savings program covering a maximum of 36 senior managers and other key employees in Enea. The participants of the share savings program will, after a qualification period and provided an own investment in ENEA-shares, be given the opportunity to gratuitous receive allotment in further Enea-shares, whose number depends on the number of Enea-shares in own investment, and if specific performance requirements are met. The qualification period is about three years.
The program covers the following:
- Maximum 112 500 savings shares (shares that the participant acquires and ties up in the program).
- 112 500 matching shares (shares that is allotted for each held savings share).
- Maximum 352 500 performance shares (maximum three shares in Enea that is allotted gratuitous to the participant depending on the specific performance requirements, linked to the EBIT-margin of Enea during the period 2010-2012). Of the total 112 500 shall consist of performance share 2010, performance share 2011 and performance share 2012 respectively and a maximum of 15 000 extra performance shares (an extra performance share per each saving share that is allotted to the Managing Director if the maximum compliance is achieved for the performance requirements during all the three years 2010-2012).
- Maximum 150 000 shares required to secure the Company towards financial exposure in respect of social security contributions etc.
- The maximum number of shares in Enea that is covered by the program amount to approximately 3.3% of the number of issued shares after dilution and approximately 3.3% of the number of votes after dilution.
Amendment of the Articles of Association
The AGM approved the Board's proposed amendment of the Articles of Association's provisions for notice to attend general meetings. The provision of notice adapts to both legislation in force and to a version that can be registered in the event that the Swedish Companies Act is amended.
Reduction of the share capital and bonus issue
The AGM decided to cancel the shares, that was bought back due to earlier buy-back authorizations, by reducing the share capital with SEK 274 543 through cancellation of 274,543 shares without repayment for transfer to a free fund. In order to avoid a formal permission requirement, the AGM decided at the same time on a bonus issue whereby the share capital increases by SEK 274 543 without issuing new shares and by utilization of the reserve fund.