ÅF - Report from ÅF's Annual General Meeting, 8 May 2007
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 shareholders' dividend of SEK 3.00 per share (equivalent to a total payout of SEK 48,833,925 kronor). The record day for the right to receive this dividend will be Friday, 11 May 2007. Payment will be made via VPC (the Swedish securities depository) on Wednesday, 16 May 2007.
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 Nomination Committee, to appoint a Board of Directors consisting of eight members without deputies. Ulf Dinkelspiel, Magnus Grill, Eva-Lotta Kraft, Peter Sandström, Helena Skåntorp and Lena Treschow Torell were re-elected as directors of the company: Patrik Enblad and Jon Risfelt were also elected as directors. Ulf Dinkelspiel were appointed Chairman of the Board. Eva Lindén and Svante Karlsson had already been appointed to represent ÅF employees on the Board, with Daniel Westman and Oskar Strid as their deputies.
It was also resolved that Ernst&Young AB be appointed as the company's auditors, with Lars Träff as Senior Auditor, Marine Geisen as auditor and Thomas Forslund and Charlotte Dahlbäck as deputy auditors, all to serve for a period of four years.
In accordance with the proposal made by the Nomination Committee, the Annual General Meeting resolved that the emoluments payable to the Board for the period up until the next Annual General Meeting shall be SEK 1,250,000, of which SEK 350,000 shall be paid to the Chair of the Board and SEK 150,000 to each of the other members of the Board who are not employees of the ÅF Group. The fees payable for those engaged in committee work shall be SEK 25,000 for each committee member who is not an employee of the ÅF Group, and a fee of SEK 50,000 shall be paid to the Chair of the Audit Committee. It was also resolved that the fees paid to the auditors shall accord with the auditors' invoiced amounts.
The Annual General Meeting resolved that the Nomination Committee shall, up to the time that a new Nomination Committee is appointed following a mandate from the next general meeting of the company, consist of the Chair of the Board together with one representative from each of the two largest shareholders in the company at the end of the third quarter. The Nomination Committee shall appoint the representative of the largest shareholder in terms of voting rights to chair the committee. 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 2007.
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 1,500,000 new class B shares as an issue for cash at market prices and/or on an "issue in kind" basis or "set-off issue" basis, or with other conditions attached and, by so doing, to disapply the practice of affording preferential rights to shareholders. The purpose of this is to give the Board the opportunity to pay all of or part of the purchase price of new acquisitions in the form of shares in the company and/or to place the shares with institutional buyers as an issue for cash, in order to raise liquid funds to finance all or part of the acquisition.
Constituent meeting of the Board
At its first meeting immediately after the Annual General Meeting the new Board of Directors elected Ulf Dinkelspiel as its Chair. As members of the Remuneration Committee the Board of Directors re-elected Magnus Grill and Lena Treschow Torell and Ulf Dinkelspiel (Chair) were also elected as directors. Lena Treschow Torell was re-elected Vice Chair of the Board. Furthermore the Board of Directors re-elected Helena Skåntorp (Chair) and Eva-Lotta Kraft and Ulf Dinkelspiel were also elected as directors to serve on 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 3,500 employees. Our base is in Europe, but our business and our clients are found all over the world.