Annual General Meeting of Lagercrantz Group AB 29 August 2007 Resolutions including the following were passed by the Annual General Meeting and the ensuing statutory Board of Directors Meeting held 29 August 2007: Dividend A dividend of SEK 1.25 per share was declared in accordance with the proposal of the Board of Directors. Discharge from liability for the directors and the President The Annual General Meeting granted discharge from liability to the Board of Directors and the President for their management during 2006/07. Board of Directors The Annual General Meeting passed a resolution in accordance with the proposal of the Election Committee. The following directors were re-elected: Pirkko Alitalo Anders Börjesson Tom Hedelius Lennart Sjölund Jörgen Wigh, President & CEO of Lagercrantz Group Anders Börjesson was re-elected by the Annual General Meeting as Chairman of the Board of Directors. At the ensuing statutory Board of Directors Meeting Tom Hedelius was re-elected to serve as Vice Chairman of the Board of Directors. The entire Board of Directors with the exception of the President & CEO was elected to serve as the Company's Audit Committee. The Chairman and the Vice Chairman were appointed to serve as the Company's Compensation Committee with the President & CEO submitting reports. Election Committee The Annual General Meeting passed a resolution in accordance with the proposal of the year's Election Committee to authorise the Chairman of the Board of Directors to contact the largest shareholders by vote as of 31 December 2007 and ask these shareholders to appoint members who, together with the Company's Chairman, would constitute the Election Committee. The Election Committee shall consist of five members. Principles for compensation to management The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors on principles for compensation and other terms of employment for management. Issuance of call options on repurchased shares and conveyance of treasury shares to members of senior management In accordance with the proposal of the Board of Directors, and in a departure from the preferential rights of existing shareholders, the Annual General Meeting resolved to offer members of senior management to acquire call options on class B treasury shares. Up to 260,000 call options giving its holders the right to acquire a corresponding number of shares may be issued. Options shall be acquired at market value based on, among other things, the average market price of the share during the measuring period from 3 September 2007 to 14 September 2007, inclusive. The redemption price will be 125 percent of the average market price of the share during the same measuring period. Redemption will be allowed during the period 21 September 2010 until 21 December 2010, inclusive. The programme will cover up to 35 persons. Upon full participation, the programme (award for 2007) will be equivalent to 1.1 percent of the total number of shares outstanding and 0.8 percent of the number of votes in the Company. Since before, there are 255,000 options outstanding equivalent to 1.0 percent of the number of shares outstanding and 0.7 percent of the number of votes. In the interest of encouraging participation in the programme, a subsidy will be paid equivalent to the premium paid after two years on the condition that the option holder at that time still is an employee of the Group and owns call options. The cost of the programme (award for 2007) is estimated to be approximately MSEK 1.1. The Annual General Meeting also resolved to convey to the option holders up to 260,000 of the shares held in treasury at the set redemption price in conjunction with any utilisation of the of call options. Repurchase and conveyance of treasury shares In accordance with the proposal of the Board of Directors the Annual General Meeting resolved to authorise the Board of Directors to buy and sell shares in the Company, on or more occasions, such authorisation to remain valid until the next following Annual General Meeting. Purchases shall be made via OMX Nordic Exchange Stockholm at the market price prevailing at the time of purchase. Purchases of own shares are limited in such a way that at no time may shares held in treasury exceed 10 percent of the number of shares outstanding in the Company. Treasury shares may be sold with or without preferential right for existing shareholders, but not via OMX Nordic Exchange Stockholm. Sales may be effected to finance the acquisition of companies or businesses, and to cover the Company's obligations under the aforementioned incentive programme. At the ensuing statutory Board of Directors Meeting, the Board of Directors decided to utilise the authorisation received to purchase shares in the Company during the period until the next following Annual General Meeting. The purpose of repurchases is to enable the Board of Directors to adapt the Group's capital structure and to make possible future acquisitions of companies and businesses with payment in the form of shares in the Company, and to cover the Company's obligations under the incentive programme resolved. Lagercrantz Group AB holds 736,423 class B treasury shares. The total number of shares outstanding in the Company is 24,414,232. Stockholm, 30 August 2007 Lagercrantz Group AB (publ) Board of Directors For further information, contact: Jörgen Wigh, President & CEO, Lagercrantz Group AB, telephone +46 8 700 66 70. Niklas Enmark, CFO, Lagercrantz Group AB, telephone +46 8 700 66 70. LAGERCRANTZ GROUP IN BRIEF Lagercrantz Group is a technology trading group in electronics, electrics, communication and adjacent areas. The Group operates in a decentralised mode with value-creating sales in close proximity to its customers and markets and has a leading position in several expansive niches. Operations are organised in three divisions: Division Electronics is primarily involved in marketing solutions in wireless industrial communication and embedded systems. Division Mechatronics offers electro-mechanical components and production of cable harnesses and electric connection systems. Division Communications provides solutions in digital image transmission/technical security, design software and access products. Manufacturing companies are the primary customers. Lagercrantz is today represented in eight countries in Northern Europe, and in Hong Kong. The Group has sales of just short of SEK 2 billion and has approximately 750 employees. Lagercrantz is listed in the Small Cap segment of the Nordic List, sector Information Technology. Additional information is available at www.lagercrantz.com.
Annual General Meeting of Lagercrantz Group AB 29 August 2007
| Source: Lagercrantz Group AB