Annual General Meeting of Addtech AB 27 August 2014
ET | Source:Addtech AB
Resolutions at today’s Annual General Meeting of Addtech AB, and the ensuing
statutory Board of Directors Meeting, included the following:
A dividend of SEK 3.00 per share was declared. Record date for the dividend was
confirmed to be 1 September 2014. The dividend is expected to be remitted by
Euroclear Sweden AB 4 September 2014.
Board of Directors
As directors Anders Börjesson, Eva Elmstedt, Tom Hedelius, Lars Spongberg, Ulf
Mattsson and Johan Sjö were re-elected.
Anders Börjesson was re-elected to serve as Chairman of the Board of Directors.
Tom Hedelius was re-elected to serve as Vice Chairman of the Board of Directors
at the ensuing statutory Board of Directors Meeting.
At the statutory Board of Directors Meeting, the entire Board of Directors
except the President was designated to constitute the Company’s Audit Committee.
The Chairman and the Vice Chairman were designated to constitute the Company’s
Guidelines for remuneration to senior management
The Annual General Meeting (AGM) resolved to adopt the guidelines for
compensation and other terms of employment for the President and other members
of Group management in accordance with the proposal of the Board of Directors.
Issuing call options for bought-back shares and the transfer of bought-back
shares to management personnel
The AGM resolved, in accordance with the Board of Directors’ proposal, in
deviation from the shareholders' preferential rights, to offer 25 members of
management personnel within the Addtech Group to acquire call options on up to
350,000 of the Company's bought-back class B shares. These entitle to acquire
the corresponding number of shares during the period from 17 September 2017 to 1
June 2018 inclusive, corresponding to approximately 0.5 percent of the total
number of shares and approximately 0.4 percent of the total number of votes in
the Company. Acquisition of options shall be effected at market price.
The purchase price for shares on exercising options shall correspond to 120
percent of the volume-weighted average of the price paid for the Company's B
shares on the NASDAQ OMX Exchange in Stockholm during the period from 29 August
2014 to 11 September 2014 inclusive. In order to encourage participation in the
Scheme, a subsidy shall be paid corresponding to the premium paid for each call
option. This subsidy shall be paid during September 2016, providing that the
option holder's employment with the Group has not been terminated and that the
call options have not been disposed of prior to this point.
The costs of the Scheme consist of the subsidy paid during September 2016 as
detailed above and the social security charges payable on this subsidy. The
total cost of the subsidy, including social security charges, has been estimated
at approximately SEK 2,5 million after corporation tax, calculated based on the
prevailing market conditions on 23 August 2014. Against this subsidy, the option
premium corresponds to a total of approximately SEK 2,5 million which the
Company will receive on transferring the call options, as a result of which the
Scheme will not involve any net charge to the Company's equity.
Repurchase of own shares
The AGM resolved in accordance with the proposal of the Board of Directors to
authorise the Board of Directors to buy and sell shares in the Company, on one
or more occasions, such authorisation to remain valid until the next AGM. The
purpose of such repurchases is to allow for adjustment of the Group’s capital
structure and to enable the Company to make future acquisitions of companies or
businesses with payment in the Company’s own shares. By holding shares in
treasury the Company is also assuring its obligations under the share based
incentive program resolved at the AGM 2011, AGM 2012 and AGM 2013 and the call
option Scheme resolved at today’s AGM.
Purchases shall be made on the NASDAQ OMX Exchange in Stockholm at a price
within the price range registered at any given time, which is the interval
between the highest purchase price and the lowest sale price. Repurchases of own
shares is limited so that the Company's holding of own shares at any given time
does not exceed 10 percent of the total number of shares outstanding in the
Sale of shares held in treasury shall be possible to make with or without
preferential rights for existing shareholders, but not via the NASDAQ OMX
Exchange in Stockholm. Sales may be made to finance acquisition of companies or
At the ensuing statutory Board of Directors Meeting, the Board of Directors
decided to exercise the authorisation given to it by the AGM held 27 August 2014
to repurchase shares in the Company.
Since before, Addtech AB holds 1,740,000 class B shares in treasury, equivalent
to 2.6 percent of the total number of shares outstanding, and 1.8 percent of the
votes. The total number of shares outstanding in Addtech AB, including shares
held in treasury, is 68,198,496.
Information about the AGM
Information about the AGM is available at the Company´s website in the
menu Investors/Corporate Governance/Annual General Meeting.
An interim report for the period 1 April – 30 September 2014 will be published 5
Executive Vice President
Anders Claeson was continuously appointed as Executive Vice President of Addtech
AB at the ensuing statutory Board of Directors Meeting.
Stockholm, 27 August 2014
Addtech AB (publ)
Board of Directors
For further information, contact
Johan Sjö, President and CEO, +46 8 470 49 00
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