Allocation of retained earnings
The Annual General Meeting (AGM) approved the Board of Directors proposal that the result is carried forward and that no dividend is paid for the financial year 2012.
Election of directors, chairman, auditor, fees, and principles of appointment of the Nominating Committee
The AGM approved the following:
That the Board shall consist of four members and no deputy members.
That the remuneration is set to SEK 225 000 for the Chairman and SEK 125 000 each for the rest of the General Meeting elected members of the Board who are not employees of the Company (i.e. a total financial contribution to the Board of SEK 600 000).That fees for the auditor are paid in accordance to invoice.
The re-election of Bo Nordlander, Staffan Torstensson and Jack Spira and the new election of Kristina Lindgren, as board members. Hans Möller and Jon Pettersson has declined re-election. The AGM elects Bo Nordlander as the Chairman of the board.
The re-election of the auditing firm PricewaterhouseCoopers AB as the auditors of the Company until the end of the AGM held in 2014. PricewaterhouseCoopers AB intends to appoint the authorised auditor Niklas Renström as the principal auditor.
Principles for the nominating Committee
AGM decided, according to proposal that the nominating Committee shall consist of four members. The Chairman shall contact the three largest shareholders or shareholder groups (this refers both to shareholders registered as nominee shareholders) in accordance with Euroclear Sweden AB's share register as at 28 June 2013. These shareholders that each appoint a representative and the Chairman shall be the nominating committee for the period until a new committee is appointed by mandate from the next AGM. The names of the three representatives and the names of the shareholders they represent shall be announced no later than six months before the AGM 2014.
In the event that any of the three largest shareholders or shareholder groups do not wish to appoint such a representative, the resolution of the shareholders as the fourth largest shareholder, or group is asked and so on until the committee has four members. The majority of the committee members shall be independent of the company and its management. At least one of the committee members shall be independent in relation to the company's largest shareholder or group of shareholders who collaborate on the company's management. The CEO or other executive management shall not be a member of the committee. Board members can be part of the committee but shall not constitute a majority of its members. If more than one board member is included in the nomination committee, only one of them may be dependent of the company's major shareholders. The Nominating Committee shall appoint a chairman within the group. The Chairman of the Board or other Board member shall not be Chairman of the committee.
If a member leaves the Committee before its work is completed and if the committee considers that there is a need to replace the member, the Nominating Committee shall appoint a new member in accordance with the principles above, but based on Euroclear Sweden AB's share register as soon as possible after the member left his position. Change in the composition of the committee shall be announced immediately.
If necessary, the Company shall be responsible for reasonable costs for the work of the committee and the external consultants that the Committee deems necessary for the committee to fulfill its mission.
The AGM approved for the Board to acquire and transfer own shares
The AGM approved the Board, for the period until the next AGM, on one or more occasions, to acquire and / or transfer of Company's shares on the following principal conditions.
Purchases may be made of so many shares that the Company's holding does not exceed 10 percent of all shares of the Company. Purchases shall be made on the NASDAQ OMX Stockholm at a price within the current registered price interval being the interval between the highest bid and lowest ask price. Payment shall be made in cash.
Transfer of shares may take place on NASDAQ OMX Stockholm at a price within the current registered price range, and beyond NASDAQ OMX Stockholm, with or without deviation from the shareholders and with or without provisions in kind or by set-off rights and other conditions, for be used as full or part payment for acquisition of companies or businesses. Transfer may be made of all or part of the Company's holding of own shares at the time of the Board's decision.
This authorization is to enable the Board to adjust and improve the capital structure of the Company in order to create increased shareholder value and to transfer shares in connection with financing of any company and business acquisitions by paying all or part of the purchase price with the Company's own shares. In the latter case, the Company, for example, to use the shares held in treasury for acquiring the company through the payment of the purchase price and thereby create a greater community of interest between the seller and the Company in its future operations, but without the result in a dilution for existing shareholders.
The AGM approved the proposed incentive program 2013/2016 through the issuance of warrants
The AGM approved to the proposed incentive programs 2013/2016 through the issuance of a maximum of 1 500 000 warrants with deviation from the shareholders’ preferential rights. The increase in the Company's share capital at full subscription with the support of all warrants to be SEK 150 000 corresponding to a dilution of about 3 percent of the total number of shares and votes in the Company.
The warrants, which entitle the holder to subscribe for one new share in the Company during the period from 2 May 2016 to and including 13 May 2016, issued at a price equivalent to an estimated market value of the warrants using the Black-Scholes model at 10 May 2013 based on an exercise price upon exercise of the warrants at 120 per cent of the volume weighted average price for the Company’s shares at NASDAQ OMX Stockholm during the period 6 may 2013 to 10 May 2013, but not under quota share's current value. The warrants must be subscribed for on a separate subscription list during the period 13 May 2013 up to and including 17 May 2013. The board shall be entitled to extend the subscription period.
The warrants are addressed to all the employees of the Company, where the management of the Company’s wholly owned Danish subsidiary Traen A/S (a total of 7 persons) shall be guaranteed an allocation of at least 70 000 warrants per subscriber, and each remaining employee shall be guaranteed an allocation of at least 4 000 warrants per subscriber. After allocation of the guaranteed warrants to the respective subscriber, the remaining warrants are allocated to all subscribers who subscribed for additional warrants pro rata in proportion to the number of subscribed warrants. In calculating the pro rata allocation shall be prepared using a weighting which gives a constraint of a maximum weight of 20 000 warrants per employee, with the exception of persons included in the Company's management team where the maximum number of weights equal to 40 000 warrants per person. It should be noted that the following constraints are used only at the pro rata calculation and does not constitute an upper limit on the final allotment. Payment of the warrants shall be made in cash not later than 31 May 2013. The board shall be entitled to extend the payment term. Shares subscribed for by the exercise of the warrants will entitle to dividends for the first time on the record date occurring after the execution of the subscription.
The reason for deviating from the shareholders’ preferential rights is that the Company wishes to promote the Company's long-term interests by preparing its employees a well- considered incentive program, which allows them to take part in an increase in the value of the Company. The proposal is not expected to lead to increased costs in the form of payroll taxes.
The Board or someone the Board appoints shall be entitled to make minor changes in the order above that may be required by the registration thereof with the Swedish Companies Registration Office and Euroclear Sweden AB.
The AGM approved the proposal regarding guidelines for remuneration to senior executives
The AGM approved the Board's proposed guidelines for remuneration to the Company's CEO and other senior executives as follows. The Board's proposal is broadly consistent with previously applied principles for compensation. The guidelines apply to contracts concluded after the 2013 AGM, or where the modification to the compensation accordingly. The Board has not appointed any separate remuneration committee, but instead by the full Board manages on remuneration and other employment terms.
The Company shall offer market conditions to enable the Company to recruit and retain skilled personnel. The remuneration shall consist of fixed salary, variable compensation, long-term incentive plan, pension, severance conditions and other customary benefits. Payment is based on the individual's commitment and performance relative to predetermined targets, both individual and joint objectives for the Company. Evaluation of individual performance is continuous. The fixed salary, as a rule is evaluated once a year and must take into account the individual's qualitative performance. The fixed salary for the CEO and other senior officers should be competitive. The variable remuneration shall take into account the individual's level of responsibility and degree of influence. The size of the variable compensation is related to the degree of fulfillment of financial targets set by the Board. The variable remuneration represents a maximum of 40 percent in addition to fixed salary. All variable remuneration plans have maximum award and vesting limits.
For 2012, the goals were not met and thus no variable compensation for 2012 financial year will be paid out. The company has introduced share-incentive program for all staff (including the CEO and other senior executives) to promote the Company's long-term interests. The Board shall continually assess whether additional stock option plans or any other form of share-or share-based incentive program should be proposed to the AGM. The CEO and other senior executives have defined-contribution plans.
Retirement age for the CEO and senior executives are at age 65. Retirement benefit is based solely on the budgeted salary. At the CEO’s dismissal, at the termination by the Company gives six months notice and 6 months’ severance pay. Other income received by the CEO during the period of severance pay is paid is deducted from severance pay. Upon termination from the CEO, six months notice. The Company and the other senior executives have a mutual notice period of 3 to 6 months. In the event the Company becomes the subject of a public offer which means that at least 30 percent of its shares are in the same shareholders own, the CEO has, at its or the company’s dismissal, the right to a special severance payment equal to 12 fixed monthly salaries at the time of notice of termination. Such severance pay settlement charge, payable in full upon termination of employment and replaces the severance pay, the CEO normally is entitled to under his contract.
The Board shall be given the opportunity to deviate from the guidelines proposed above in the case of individual cases where there are special reasons for this.
For additional information, contact:
Christian Sundin, President and CEO of FormPipe Software AB, +46 705 67 73 85
This is a translation of the original Swedish version. In the event of any discrepancies between the two versions, the original Swedish version shall take precedence.
The information in this press release is of the kind that FormPipe Software AB (publ) is required to disclose in accordance with the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. This information was submitted for publication on Thursday, 25 April 2013.
ABOUT FORMPIPE SOFTWARE
FormPipe Software develops ECM products and solutions for structuring information and supplies them to major companies, authorities and organisations. ECM products help organisations to capture, manage and distribute information, and to place it in context. The company’s software helps improve efficiency, cut costs and reduce risk exposure.
FormPipe Software was founded in 2004 and has offices in Stockholm, Uppsala and Linköping in Sweden, and in Copenhagen, Denmark. The FormPipe Software share is listed on NASDAQ OMX Nordic, Small Cap.
