Report from ÅF's Annual General Meeting, 23 April 2008
For further information:
Viktor Svensson, Director, Corporate Information +46 (0)70-657 20 26
Approval of the accounts and dividend
The Annual General Meeting adopted the income statements and balance sheets of the ÅF Group and the parent company, together with a shareholders' dividend of SEK 6.50 per share (equivalent to a total payout of SEK 110,079,015). The record day for the dividend will be Monday, 28 April 2008. It is expected that payment will be made via VPC (the Swedish Central Securities Depository) on Friday, 2 May 2008.
Election of the Directors of the Board, early termination of appointment of Auditor and remuneration to the Directors of 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, Patrik Enblad, Magnus Grill, Eva-Lotta Kraft, Jon Risfelt, Helena Skåntorp and Lena Treschow Torell were re-elected and Tor Ericsson was elected as Directors of the Board. Ulf Dinkelspiel was re-elected Chairman of the Board. Patrik Tillack has been appointed to represent ÅF employees in the Board of Directors. Eva Lindén already represents the ÅF employees in the Board of Directors with Oskar Strid and Daniel Westman as deputies.
It was also resolved that the appointment of the Auditor Marine Gesien and the Deputy Auditors Charlotte Dahlbeck and Tomas Forslund, shall terminate prematurely. The appointment of Ernst & Young AB as Auditor, with Lars Träff as main responsible auditor, shall continue to apply during the remaining term of office ending at the close of the Annual General Meeting 2011.
In accordance with the proposal made by the Nomination Committee, the Annual General Meeting resolved that the remuneration to the Board of Directors for the period up until the next Annual General Meeting shall be in total SEK 1,450,000, with SEK 400,000 allocated to the Chairman of the Board of Directors and with SEK 175,000 allocated to each of the remaining Directors of the Board who hold no other position of paid employment within the ÅF Group. For work within the Audit Committee SEK 75,000 shall be allocated to the chairman and SEK 35,000 to each of the other members who does not hold any other position of paid employment within the ÅF Group. For work within the Remuneration Committee SEK 50,000 shall be allocated to the chairman and SEK 35,000 to each of the other members who does not hold any other position of paid employment within the ÅF Group. Further it was resolved that the remuneration to the auditors shall be paid in accordance with the terms of a separate agreement.
Amendment to the Articles of Association
The Annual General Meeting resolved to amend the Articles of Associations meaning:
- that the name of the Company shall be ÅF AB,
- that the number of shares shall be at minimum 10 millions and maximum 40 millions,
- that the maximum number of class A shares shall be 40 million and the maximum number of class B shares shall be 40 million, and
- that the Annual General Meeting shall appoint one or two Auditors with not more than two Deputy Auditors.
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 Chairman of the Board of Directors together with one representative from each of the three 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 2008.
Performance Share Program 2008
The Annual General Meeting resolved on the implementation of Performance Share Program 2008 including not more than in total 230,000 class B shares. The program is directed at up to 150 key employees including the CEO.
The Annual General Meeting further resolved to authorise the Board of Directors, for the period until the next Annual General Meeting, to resolve on acquisitions of not more than 230,000 own shares of class B to enable a hedge of cost and delivery associated with the implementation of Performance Share Program 2008.
The Annual General Meeting resolved on transfers of all of the own shares mentioned above to enable transfer of shares to employees covered by Performance Share Program 2008, and resolved that not more than 50,000 of the shares may be transferred on the OMX Nordic Exchange Stockholm in order to cover certain payment, mainly social security payment.
Authorisation for the Board of Directors to acquire the Company's own shares
The Annual General Meeting resolved to authorise the Board of Directors to pass a resolution on acquiring on one or more occasions for the period up until the next Annual General Meeting so many class B shares that the Company's holding does not at any time exceed 10 per cent of the total number of shares in the Company. The acquisition of shares shall take place on the OMX Nordic Exchange Stockholm and may only occur against payment in cash and at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and lowest selling price. The purpose of the authorisation is that the Board of Directors shall be given increased freedom to act and the ability to continuously adapt the Company's capital structure and thereby contribute to increased shareholder value.
Sale of shares in subsidiary
The Annual General Meeting resolved to approve the sale of 5 per cent of the shares in the Russian subsidiary LLC AF-Enprima to the Finnish company Infranova Oy, of which Oleg Yukhtenko, CEO of LLC AF-Enprima, is the main owner. The sale is a part of ensuring increased commitment of Oleg Yukhtenko as new CEO of LLC AF-Enprima.
Authorisation for 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 for the 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 price 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 the shareholders' preferential rights. The purpose of the authorisation is to give the Board of Directors 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 of Directors
At its first meeting immediately after the Annual General Meeting the new Board of Directors elected Ulf Dinkelspiel as its Chairman. As members of the Remuneration Committee the Board of Directors appointed Magnus Grill, Lena Treschow Torell samt Ulf Dinkelspiel (Chairman). Lena Treschow Torell was appointed Vice Chairman of the Board of Directors. Furthermore the Board of Directors appointed Helena Skåntorp (Chairman), Ulf Dinkelspiel and Eva-Lotta Kraft 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 4 000 employees. Our base is in Europe, but our business and our clients are found all over the world.