Concentric AB: Report from Concentric AB’s Annual General Meeting on 24
SKÅNES FAGERHULT, Sweden -- April 24, 2013
Concentric AB’s (STO:COIC) AGM was held on Wednesday 24 April 2013. 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,
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and balance sheet and the
consolidated income statement and consolidated balance sheet, all as per 31
The AGM resolved, in accordance with the board’s and the managing director’s
proposal, on a dividend of SEK 2.50 per share. The record date was set to 29
April 2013, and the dividend is expected to be distributed by Euroclear Sweden
AB on 3 May 2013.
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
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 2014.
The AGM resolved, that fees to the board of directors will be paid at same fee
levels as previous year. The chairman of the board of directors will receive
SEK 400,000 and each of the other directors will receive SEK 200,000.
Additional consideration will be paid with SEK 25,000 to the chairman of the
compensation committee and with SEK 50,000 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 the guidelines for remuneration of senior executives
as proposed by the board of directors, principally unchanged in comparison to
the guidelines of last year.
Performance based incentive programme
In accordance with the board’s proposal, the AGM resolved to establish a
long-term performance based incentive programme, LTI 2013. 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 2013 is expected to result in costs of MSEK 0.8 annually for
Concentric if participants invest to their individual limits, and full vesting
and annual 15% share price growth is assumed. In addition to this, social
security charges will apply in the year of vesting, 2016. Social security
charges are expected to be expensed to an amount of MSEK 0.3 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 2013, the AGM adopted the board's proposal
to issue warrants. Should the board choose the option to utilize the warrants
for delivery of shares under the LTI 2013, the dilution effect will amount to
0.40 per cent, otherwise the warrants will lapse and the dilution effect be
Furthermore, the AGM resolved to approve that Concentric Skånes Fagerhult AB,
on one or more occasions, may transfer warrants to the participants in LTI
2013 in accordance with the terms and conditions of LTI 2013, and otherwise
dispose of the warrants in order to cover costs related to, and fulfil
obligations occurring under, LTI 2013.
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 of own shares, with deviation from the
shareholders’ preferential rights, on one or more occasions until the AGM
Acquisition of the company’s own shares shall be made on NASDAQ OMX Stockholm,
for the purpose of 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 2013. 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
Transfer of own shares can be made either on NASDAQ OMX Stockholm or in any
other manner, for the purpose of 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
2013. 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 that
transfers of own shares to participants in the LTI 2013 on the terms and
conditions that apply for the incentive programme.
This information was brought to you by Cision http://news.cision.com
Lena Olofsdotter, Corporate Communications
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