Report from Enea AB’s Annual General Meeting
STOCKHOLM, Sweden, 10 April, 2013 – The annual general meeting of Enea AB (publ) was held on Wednesday 10 April 2013, 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 2012.
The AGM resolved that no dividend will be paid. Instead, an automatic program of redemption of shares to a value of SEK 3.00 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 2012. 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, Mats Lindoff, Robert Andersson and Torbjörn Nilsson were re-elected as members 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 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 2014. 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 2014, 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.
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 approx. SEK 628 464.02 through a cancellation of a total of 604 613 shares. In order to achieve a time efficient cancellation procedure without the need for permission by the Swedish Companies’ Registration Office or an ordinary court of law, 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.
The board’s proposition to reduce the statutory reserve fund
The AGM approved the Board’s proposal to reduce the Company’s statutory reserve fund with a total of SEK 280 610 402. From this amount, a maximum amount of SEK 51 163 434 shall be used within the redemption program. The remaining amount shall be transferred to the Company’s non-restricted reserve.
The execution is further to be conditioned by permission from the Swedish Companies’ Registration Office, or in case of dispute, the permission from an ordinary court of law.
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 3.00 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.