Annual General Meeting of Lagercrantz Group AB 30 August 2011

Annual General Meeting of Lagercrantz Group AB 30 August 2011

 

Resolutions including the following were passed by the Annual General
Meeting and the ensuing statutory Board of Directors Meeting held 30
August 2011:

Dividend
A dividend of SEK 2.25 per share was declared in accordance with the
proposal of the Board of Directors. Friday, 2 September 2011 is record
day for receiving dividend that is expected to be remitted by Euroclear
Sweden Wednesday, 7 September 2011.

Discharge from liability for the directors and the President
The Annual General Meeting granted discharge from liability to the Board
of Directors and the President for their management during 2010/11.

Board of Directors, CEO and Vice President
The Annual General Meeting passed a resolution in accordance with the
proposal of the Election Committee. The following directors were
re-elected:

Pirkko Alitalo
Anders Börjesson
Tom Hedelius
Lennart Sjölund
Jörgen Wigh

Roger Bergqvist was elected as new member.

Anders Börjesson was re-elected by the Annual General Meeting as
Chairman of the Board of Directors. At the ensuing statutory Board of
Directors Meeting Tom Hedelius was re-elected to serve as Vice Chairman
of the Board of Directors and Jörgen Wigh was re-appointed as President
& CEO. The entire Board of Directors with the exception of the President
& CEO was elected to serve as the Company's Audit Committee. The
Chairman and the Vice Chairman were appointed to serve as the Company's
Compensation Committee with the President & CEO submitting reports.

Magnus Söderlind was re-appointed as Executive Vice President.

Election Committee
The Annual General Meeting passed a resolution in accordance with the
proposal of the year's Election Committee to authorise the Chairman of
the Board of Directors to contact the largest shareholders by vote as of
31 December 2011 and ask these shareholders to appoint members who,
together with the Company's Chairman, would constitute the Election
Committee. The Election Committee shall consist of five members.

Principles for compensation to management
The Annual General Meeting passed a resolution in accordance with the
proposal of the Board of Directors on principles for compensation and
other terms of employment for management.

Articles of association
In accordance with the proposal of the Board of Directors the Annual
General Meeting resolved to change the Articles of association.

Issuance of call options on repurchased shares and conveyance of
treasury shares to managers and members of senior management
In accordance with the proposal of the Board of Directors, and in a
departure from the preferential rights of existing shareholders, the
Annual General Meeting resolved to offer managers and members of senior
management to acquire call options on class B treasury shares. Up to
180,000 call options giving its holders the right to acquire a
corresponding number of shares may be issued. Options shall be acquired
at market value. The redemption price will be 120 percent of the average
market price of the share during period 5 September 2011 - 16 September
2011. In order to encourage participation in the programme, a subsidy
shall be paid corresponding to the premium paid after two years,
providing that the option holder's employment with the Group has not
been terminated.

The Annual General Meeting also resolved to convey to the option holders
up to 180,000 of the shares held in treasury at the set redemption price
in conjunction with any utilisation of the of call options.

Repurchase and conveyance of treasury shares
In accordance with the proposal of the Board of Directors the Annual
General Meeting resolved to authorise the Board of Directors to buy and
sell shares in the Company, on or more occasions, such authorisation to
remain valid until the next following Annual General Meeting. The
purpose of repurchases is to enable the Board of Directors to adapt the
Group's capital structure and to make possible future acquisitions of
companies and businesses with payment in the form of shares in the
Company, and to cover the Company's obligations under the incentive
programme resolved.

Purchases shall be made via NASDAQ OMX Nordic Exchange Stockholm at the
price interval prevailing measured as the interval between the highest
buy price and the lowest sale price. Purchases of own shares are limited
in such a way that at no time may shares held in treasury exceed 10
percent of the number of shares outstanding in the Company.

The Annual General Meeting resolved to authorise the Board of Directors
to sell treasury shares, with or without preferential right for existing
shareholders, at a market price as remuneration in connection with
acquisitions of businesses or companies, or to ensure delivery of
treasury shares in existing incentive programmes, but not via NASDAQ OMX
Stockholm.

At the ensuing statutory Board of Directors Meeting, the Board of
Directors decided to utilise the authorisation received to purchase
shares in the Company during the period until the next following Annual
General Meeting.

Stockholm, 30 August 2011

Lagercrantz Group AB (publ)

For further information, contact:
Jörgen Wigh, President & CEO, Lagercrantz Group AB, telephone +46 8 700
66 70.