Report from ÅF's Annual General Meeting, 27 April 2006
Approval of the accounts and dividend
The Annual General Meeting voted to approve the income statements and balance sheets of the ÅF Group and the parent company, together with a shareholder's dividend of SEK 5.00 per share (equivalent to a total payout of SEK 30,364,540). The record day for the right to receive this dividend will be Wednesday, 3 May 2006. Payment will be made via VPC (the Swedish securities depository) on Monday, 8 May 2006.
Election of the directors of the company and emoluments to the board
The Annual General Meeting resolved, in accordance with the proposal made by the Nominations Committee, to appoint a Board of Directors consisting of seven board members without deputies. Ulf Dinkelspiel, Magnus Grill, Eva-Lotta Kraft, Carl-Erik Nyquist, Peter Sandström and Helena Skåntorp were re-elected as directors of the company. Lena Treschow Torell was also elected as a director. Jan Fröjd and Eva Lindén had already been appointed to represent ÅF employees on the board, with Cecilia Axelsson and Daniel Westman as their deputies.
The Annual General Meeting resolved that the Nominations Committee shall, up to the time that a new Nominations Committee is appointed following a mandate from the next general meeting of the company, consist of the Chairman of the Board and one representative from each of the two largest shareholders in the company at the end of the third quarter. The Nominations Committee shall appoint as its chairman the representative of the largest shareholder in terms of voting rights. The names of the members of the Nominations Committee shall be announced no later than in conjunction with the publication of the company's interim report for the third quarter in 2006.
Amendment of the company's articles of association.
The Annual General Meeting voted to amend the company's articles of association in order to adapt these to meet the terms of the new Swedish Companies Act.
The Annual General Meeting approved the proposal to implement a 2:1 split of the company's shares. Each existing share, regardless of type, shall be divided into two new shares of the same type. This resolution means that, after the split, the company will have 804,438 class A shares and 11,341,378 class B shares. It is proposed that Thursday, 4 May 2006 be made the record day for the split.
Authorisation of the Board of Directors to resolve on a new share issue
The Annual General Meeting resolved to authorise the Board of Directors to issue on one or more occasions in the intervening period up until the next Annual General Meeting a maximum of 1,000,000 new class B shares (this figure is assumed after the proposed 2:1 share split) on an "issue in kind" basis or "set-off issue" basis, or with other conditions attached (although not as a cash issue), and, by so doing, to disapply the practice of affording preferential rights to shareholders. The purpose of this is to enable the company to pay all of or part of the purchase price of any new acquisition in the form of shares in the company.
Constituent meeting of the board
At its first meeting immediately after the Annual General Meeting the new Board of Directors re-elected Carl-Erik Nyquist as Chairman of the Board. The Board of Directors also re-elected Carl-Erik Nyquist (Chair), Eva-Lotta Kraft and Jan Fröjd as members of the Remuneration Committee together with the newly elected Lena Treschow Torell. Furthermore the Board of Directors re-elected Helena Skåntorp (Chair), Carl-Erik Nyquist and Ulf Dinkelspiel to serve as the company's Audit Committee.
The ÅF Group is a leader in technical consulting, with expertise founded on more than a century of experience. We offer highly qualified services and solutions for industrial processes, infrastructure projects and the development of products and IT systems. We are also one of the leading names in testing and inspection. Today the ÅF Group has more than 3,000 employees. Our base is in Europe, but our business and our clients are found all over the world.