Report from Concentric AB’s Annual General Meeting on 26 March 2015


Concentric AB’s AGM was held on Thursday 26 March 2015. In main, the following
resolutions were passed.
As regards full details of the resolutions, a referral is made to the notice
convening the AGM and the complete proposals. The notice convening the AGM and
the complete proposals are available at the company’s website,
www.concentricab.com.

Adoption of the income statements and the balance sheets

The AGM resolved to adopt the income statement and balance sheet and the
consolidated income statement and consolidated balance sheet for the financial
year 2014.

Dividend

The AGM resolved, in accordance with the board’s and the managing director’s
proposal, on a dividend of SEK 3.00 per share. The record date was set to 30
March 2015. The dividend is expected to be distributed by Euroclear Sweden AB on
2 April 2015.

Discharge from liability

The general meeting discharged the directors and the managing director from
personal liability towards the company for the administration of the company in
2014.

Board of directors and auditors

The AGM re-elected Stefan Charette, Marianne Brismar, Kenth Eriksson, Martin
Lundstedt, Martin Sköld and Claes Magnus Åkesson as directors. The AGM also
elected Susanna Schneeberger as a new director. The AGM re-elected Stefan
Charette as chairman of the board.

The registered accounting firm KPMG was re-elected as the company’s auditor
until the end of the AGM 2016.

The AGM resolved that the chairman of the board of directors will receive a
consideration of SEK 500,000 and each of the other directors will receive SEK
240,000. Additional consideration will be paid with SEK 50,000 to the chairman
of the compensation committee and with SEK 75,000 to the chairman of the audit
committee. Fees to the auditor in respect of services performed are proposed to
be paid against approved account.

Guidelines for remuneration of senior executives

The AGM resolved to adopt guidelines for remuneration of senior executives as
proposed by the board of directors, principally unchanged in comparison to the
guidelines of last year.

Amendment of articles of association

The AGM resolved to amend the articles of association so that the board will
have its registered office in Stockholm instead of Örkelljunga.

Retirement of repurchased own shares

The AGM resolved to retire 1,363,470 of the company’s own repurchased shares.
The retirement of shares is carried out through a reduction of share capital
with retirement of shares and a subsequent bonus issue to restore the share
capital. Altogether, the resolution results in the number of shares outstanding
being reduced by 1,363,470 and the share capital being increased by SEK 41.

Performance based incentive programme

In accordance with the board’s proposal, the AGM resolved to establish a long
-term performance based incentive programme, LTI 2015. The programme is offered
to up to eight senior executives, including the managing director, and other key
employees within the Concentric group, which, provided an own investment in
Concentric shares, are offered stock options that, under certain conditions,
gives participants the right to acquire Concentric shares after a three-year
lock-up period.

The LTI 2015 is expected to result in costs of MSEK 1.6 annually for Concentric
if participants invest to their individual limits, and full vesting and annual
15 per cent share price growth is assumed. In addition to this, social security
charges will apply in the year of vesting, 2018. Social security charges are
expected to be expensed to an amount of MSEK 0.5 annually based on the same
assumptions.

Issue of warrants and approval of transfer of warrants

As one of several options to secure a cost-efficient supply of Concentric shares
for transfer under the LTI 2015, the AGM adopted the board's proposal to issue,
free of charge, 180,000 warrants to its wholly-owned subsidiary Concentric
Skånes Fagerhult AB. Should the board choose the option to utilize the warrants
for delivery of shares under the LTI 2015, the dilution effect will total 0.4
per cent, otherwise the warrants will lapse and the dilution effect be nil.

Furthermore, the AGM resolved to approve that Concentric Skånes Fagerhult AB, on
one or more occasions, may transfer warrants to the participants in LTI 2015 in
accordance with the terms and conditions of LTI 2015, and otherwise dispose of
the warrants in order to cover costs related to, and fulfil obligations
occurring under, LTI 2015.

Acquisitions and transfers of own shares

In accordance with the board’s proposal, the AGM resolved to authorise the board
to acquire and/or transfer own shares, with deviation from the shareholders’
preferential rights, on one or more occasions until the AGM 2016.

Acquisition of the company’s own shares shall be made on Nasdaq Stockholm, for
the purpose of, inter alia, increasing the flexibility for the board in
connection with potential future corporate acquisitions, as well as to be able
to improve the company’s capital structure and to cover costs for, and enable
delivery of shares under, the LTI 2012 - LTI 2015. The company’s total holdings
of own shares must not at any time exceed 10 per cent of the total number of
shares in the company.

Transfer of own shares can be made either on Nasdaq Stockholm or in any other
manner, for the purpose of, inter alia, increasing the flexibility of the board
in connection to potential future corporate acquisitions as well as to be able
to improve the company’s capital structure and to cover costs relating to LTI
2012 - LTI 2015. The maximum number of shares that may be transferred is the
total number of own shares held by the company at the time of the transfer.

In accordance with the board of director’s proposal, the AGM approved the
transfers of own shares to participants in the LTI 2015 on the terms and
conditions that apply for the incentive programme.

For further information, contact David Bessant, CFO, Telephone number: +44 121
445 65 45

Attachments

03264885.pdf