Report from Concentric AB’s Annual General Meeting on 6 April 2016


Concentric AB’s AGM was held on Wednesday 6 April 2016. 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 meeting resolved to adopt the income statement and balance sheet and the
consolidated income statement and consolidated balance sheet for the financial
year 2015.

Dividend

The meeting resolved, in accordance with the board’s proposal, on a dividend of
SEK 3.25 per share. The record date was set to Friday 8 April 2016. The dividend
is expected to be distributed by Euroclear Sweden AB on Wednesday 13 April 2016.

Discharge from liability

The meeting discharged the directors and the managing director from personal
liability towards the company for the administration of the company in 2015.

Board of directors and auditors

The meeting re-elected Stefan Charette, Marianne Brismar, Kenth Eriksson, Martin
Lundstedt, Susanna Schneeberger, Martin Sköld and Claes Magnus Åkesson as
directors. The meeting 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 2017.

The meeting resolved that the chair of the board shall receive SEK 525,000
(previous SEK 500,000) and that each of the other board members shall receive
SEK 250,000 (previous SEK 240,000). Additional consideration shall remain
unchanged and be paid in the amount of SEK 50,000 to the chair of the
compensation committee and the chair of the audit committee shall receive SEK
75,000. The resolution means that the total remuneration to the board of
directors (including fees for committee work) increases from SEK 2,065,000 to
SEK 2,150,000.

The meeting resolved that fees to the auditor in respect of services performed
are to be paid against approved account.

Guidelines for remuneration of senior executives

The meeting 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.

Retirement of repurchased own shares

The meeting resolved to retire 1,281,900 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 1,281,900 and the share capital being increased in
total by SEK 29.



Performance based incentive programme

In accordance with the board’s proposal, the meeting resolved to establish a
long-term performance based incentive programme, LTI 2016. The programme is
offered to up to 9 senior executives, including the managing director, and other
key employees within the Concentric group, who, 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 2016 is expected to result in costs of MSEK 1.8 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, 2019. Social security charges are
expected to be expensed to an amount of MSEK 0.6 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 2016, the meeting adopted the board's proposal to
issue, free of charge, 250,000 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 2016, the dilution effect will
total 0.6 per cent, otherwise the warrants will lapse and the dilution effect be
nil.

Furthermore, the meeting resolved to approve that Concentric Skånes Fagerhult
AB, on one or more occasions, may transfer warrants to the participants in LTI
2016 in accordance with the terms and conditions of LTI 2016, and otherwise
dispose of the warrants in order to cover costs related to, and fulfil
obligations occurring under, LTI 2016.

Acquisitions and transfers of own shares

In accordance with the board’s proposal, the meeting 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 2017.

Acquisition of the company’s own shares shall be made on Nasdaq Stockholm, for
the purpose of, inter alia, being able to improve the company’s capital
structure and to enable share transfers in accordance with the authorisation for
the board to transfer own shares and resolution on transfer of own shares to
participants in LTI 2013-2016, to increase the flexibility for the board in
connection to potential future corporate acquisitions, as well as to cover costs
for LTI 2013-2016 and enable delivery of shares in accordance with LTI 2013
-2016. 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 the company’s own shares may be done for the purpose of, inter alia,
being able to improve the company’s capital structure, to cover costs relating
to LTI 2013-2016 as well as to increase the flexibility of the board in
connection to potential future corporate acquisitions, by facilitating a fast
and efficient financing by divesting holdings of own shares. Transfer of own
shares can be made either on Nasdaq Stockholm or in any other manner, and 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 board’s resolution to transfer the
shares.

In accordance with the board of director’s proposal, the meeting approved the
transfers of own shares to participants in the LTI 2016 on the terms and
conditions that apply for the incentive programme.
For further information, please contact Mia Segerberg, Corporate Communications,
tel +46 722 269080