Concentric AB: Report from Concentric AB’s Annual General Meeting on 30
SKÅNES FAGERHULT, Sweden -- April 30, 2014
Concentric AB’s (STO:COIC) AGM was held on Wednesday 30 April 2014. 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 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
The AGM resolved, in accordance with the board’s and the managing director’s
proposal, on a dividend of SEK 2.75 per share. The record date was set to 6
May 2014, and the dividend is expected to be distributed by Euroclear Sweden
AB on 9 May 2014.
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
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 2015.
The AGM resolved that the chairman of the board of directors will receive a
consideration of SEK 450,000 and each of the other directors will receive SEK
220,000. 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 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 2014. 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 2014 is expected to result in costs of MSEK 1.2 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, 2017. Social
security charges are expected to be expensed to an amount of MSEK 0.4 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 2014, 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 2014, the dilution effect will amount to
0.4 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
2014 in accordance with the terms and conditions of LTI 2014, and otherwise
dispose of the warrants in order to cover costs related to, and fulfil
obligations occurring under, LTI 2014.
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
Acquisition of the company’s own shares shall be made on NASDAQ OMX 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 2013 and LTI 2014. 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 OMX 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 2013 and LTI 2014. 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 2014 on the terms and
conditions that apply for the incentive programme.
Alternative to LTI 2013
The AGM resolved to authorise the board to offer one senior executive a
synthetic alternative to LTI2013.
The costs for the LTI 2013, including also a synthetic alternative pursuant to
the AGM’s resolution, is not expected to exceed the costs reported in the
board’s proposal for LTI 2013 to the annual general meeting of shareholders 24
April 2013, i.e. based on certain assumptions MSEK 0.8 annually and in
addition social security charges to an amount of MSEK 0.3 annually.
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