Press release from Annual General Meeting of Clas Ohlson AB (publ) on 10 September 2011

Press release from Annual General Meeting of Clas Ohlson AB (publ) on 10
September 2011

 

On Saturday, 10 September 2011, Clas Ohlson AB held its Annual General
Meeting (AGM) for the 2010/2011 financial year in Insjön, whereby the
following primary resolutions were adopted. For more detailed
information on the content of the resolutions, please refer to the press
release published on 9 August 2011 and the complete Notification of the
AGM. The Notification of the AGM and the complete motions pertaining to
the AGM resolutions listed below are available on Clas Ohlson AB's
website, http://om.clasohlson.com (http://om.clasohlson.com/).

Adoption of the balance sheet and income statement

The AGM adopted the balance sheet and income statement for the Parent
Company and the Group for the 2010/2011 financial year.

Dividend

At the AGM, the proposed dividend to shareholders of SEK 3.75 per share
was approved. The record date for the dividend was set as 14 September
2011. The dividend is scheduled to be paid from Euroclear Sweden AB on
19 September 2011.

Board of Directors

The AGM discharged the Board members and the CEO from liability for the
2010/2011 financial year. 

The AGM resolved that the Board of Directors would comprise eight Board
members with no deputy Board members. The AGM re-elected Board members
Anders Moberg, Björn Haid, Lottie Svedenstedt, Urban Jansson, Cecilia
Marlow, Edgar Rosenberger, Sanna Suvanto-Harsaae and Klas Balkow. Anders
Moberg was re-elected Chairman of the Board.

Board fees

The AGM resolved that Board fees (including remuneration for committee
work) be paid in a total amount of SEK 2,787,500, of which SEK 550,000
to the Chairman and SEK 275,000 to each Board member elected by the AGM
and not employed by the company. The Meeting also resolved that
remuneration be paid to the members of the Audit Committee who are not
employed by the company in the amount of SEK 137,500 for the Chairman of
the Committee and SEK 68,750 to each of the other Committee members.
Finally, the Meeting resolved that remuneration be paid to the members
of the Remuneration Committee who are not employed by the company in the
amount of SEK 125,000 to the Chairman of the Committee and SEK 62,500 to
each of the other Committee members.

Guidelines for remuneration of senior executives

The AGM approved the guidelines proposed by the Board of Directors for
remuneration of senior executives.

Amendment of the Articles of Association

The AGM resolved to adopt all of the motions proposed by the Board
regarding amendments to the Articles of Association.

Long-term incentive plan 2012

In addition, the Meeting resolved, in accordance with the Board's
motion, to adopt a performance-based long-term incentive plan (“LTI
2012”). The aim of the adopted remuneration principles, including the
long-term incentive plan LTI 2012, is to attract and retain senior
executives in a cost-efficient and competitive manner. The Board of
Directors will annually evaluate whether long-term incentive plans shall
be proposed at future General Meetings.

Acquisition and transfer of treasury shares

The AGM resolved, in accordance with the Board's motion, to authorise
the Board, during the period until the next AGM, to make decisions
pertaining to

A. Acquisition of treasury shares according to the following:
- Not more than 850,000 Class B shares may be acquired.
- The shares may be acquired on NASDAQ OMX Stockholm AB.
- Acquisition of shares through trading on a regulated market may take
place at a price per share that at every point in time is within the
registered span of share prices at anytime.
- Payment for the shares must be made in cash.
Shares may be acquired to safeguard the company's commitments (including
social security fees) resulting from proposed and adopted incentive
plans.
B. Transfer of treasury shares according to the following:
- A maximum of 654,000 Class B treasury shares may be transferred.
- Entitlement to receive shares is to accrue to the participants of LTI
2012.
- Shares may be acquired between 15 June 2015 and 26 April 2019. Payment
for the shares must be made not earlier than 15 June 2015 and not later
than 11 May 2019.
- Share awards issued in accordance with LTI 2012 will be transferred
free of charge.
- Shares based on options issued in accordance with LTI 2012 will be
transferred at a price corresponding to 110% of the volume-weighted
average price paid for the company's Class B share as established on
NASDAQ OMX Stockholm AB over a period of ten trading days prior to the
start of the acquisition period.

The transfer of treasury shares and the reason for disapplying the
shareholders' pre-emptive rights are a feature of LTI 2012.

Board of Directors of Clas Ohlson AB (publ)

For more information, please contact:
Klas Balkow, President and CEO
Tel: +46 (0)247-444 00
or
John Womack, Director of Information and IR
Tel: +46 (0)247-444 05