This website uses cookies to improve your browsing experience and the continued use of the webpage indicates your consent to ÅF’s use of these cookies. Find out more about how ÅF uses cookies and how you can manage them here: Read more

Menu
Newsroom

ÅF - Report from ÅF's Annual General Meeting, 5 May 2009

Published May 05, 2009
For further information, please contact:


08-657 10 79/070-568 32 27
Viktor Svensson, Director, Corporate Information
+46 (0)70-657 20 26


On Tuesday 5 May ÅF AB's Annual General Meeting (AGM) was held at the
ÅF Group's new headquarters at Frösunda. Stockholm. The following
decisions were made.

Approval of the accounts and dividend
In accordance with the proposal made by the Board of Directors, the
AGM adopted the income statements and balance sheets for the Group
and the parent company for 2008, and approved a shareholders'
dividend at the same level as that for the previous year, namely SEK
6.50 per share (corresponding to a total pay-out of SEK 110 451 257).
It was resolved that Friday 8 May 2009 be the record day for the
right to receive the dividend. It is anticipated that payment will be
made via Euroclear Sweden AB on Wednesday 13 May 2009.

Election of the Board of Directors, and remuneration and emoluments
to the directors and auditors
The AGM adopted the proposal made by the Nomination Committee for a
Board of Directors consisting of eight members with no deputies. Ulf
Dinkelspiel, Patrik Enblad, Tor Ericson, Eva-Lotta Kraft, Jon
Risfelt, Helena Skåntorp and Lena Treschow Torell were re-elected as
directors of the company, and Anders Snell was elected to serve as a
director of the company. Magnus Grill had stood down from
re-election. Ulf Dinkelspiel was re-elected Chairman of the Board.
(Patrik Tillack retains his seat as employee representative, while
Fredrik Sundin replaced Eva Lindén as such. Bo G Andersson and Anders
Toll have replaced Oskar Strid and Daniel Westman as deputy employee
representatives.)

Anders Snell (born 1950) has a M.Sc. in Engineering from Sweden's
Royal Institute of Technology (KTH). He has previously served as a
director of AssiDomän, Grycksbo and Norrsundet and is now employed by
Billerud AB. He is a director of Wibax AB and Chairman of
Ångpanneföreningen's Foundation for Research & Development and was,
until the end of today's meeting, the chairman of ÅF's Nomination
Committee. Anders Snell owns no shares in ÅF AB.

The accounting firm Ernst & Young, represented by Lars Träff as
senior auditor in charge, was elected by the AGM in 2008 to serve the
company until the end of the AGM in 2011.

The AGM resolved to adopt the Nomination Committee's proposal to
maintain remuneration to the Board for the period until the next AGM
at the same level as during the previous year, namely a total of SEK
1,450,000, of which SEK 400,000 is to be allocated to the Chairman of
the Board and SEK 175,000 to each of the other directors who is not
employed within the ÅF Group. The proposal for remuneration for the
work carried out by the Audit Committee is SEK 75,000 to the Chair
and SEK 35,000 to each of the other members who is not employed
within the ÅF Group. The proposal for remuneration for the work
carried out by the Remuneration Committee is SEK 50,000 to the Chair
and SEK 35,000 to each of the other members who is not employed
within the ÅF Group. The levels of remuneration for members of these
committees are unchanged from those for previous years. It was also
resolved that remuneration to the auditors shall be paid in
accordance with approved invoices.

Change to the company's Articles of Association
The AGM approved a conditional amendment of the company's Articles of
Association that involves an adaptation of §11 with regard to the
manner in which the invitation to attend the AGM is issued: this is
in order to comply with new rules that are expected to enter into
force before the 2010 AGM. The amendment means that notice of
shareholders' meetings shall be made through advertisements in the
Swedish Official Gazette (Post- och Inrikes Tidningar) and on the
company's website. A notice in the business newspaper, Dagens
Industri, will announce that the invitation to attend the AGM has
been issued, but there will no longer be any need to publish the
actual notice to meet in Dagens Industri.

Nomination Committee
The AGM resolved that the Nomination Committee shall consist of
representatives of a minimum of three and a maximum of five of the
largest shareholders by voting entitlement (by groups of
shareholders) on the last banking day in August, together with the
Chairman of the Board. The names of the members of the Nomination
Committee and the names of the shareholders they represent are to be
published no later than six months before the AGM.

Resolution concerning the principles for remuneration and other terms
of employment for senior executives of the company
The AGM adopted the proposal relating to the principles for
remuneration and other terms of employment for the President/CEO and
other senior executives of the company for 2009.

Performance-Related Share Programme 2009
The AGM approved the implementation of the Performance-Related Share
Programme 2009, relating to a total of 270,000 class B shares. The
programme is aimed at up to 150 key employees in the company,
including the President/CEO. The Board of Directors was given a
mandate by the AGM to make a decision on one or more occasions in the
period up to the 2010 AGM to acquire up to a maximum total of 270,000
of the company's own class B shares for this purpose. The principal
guidelines for the programme are as follows:

a) Up to 150 key employees including the President/CEO shall - with
the exception of the statements made in item c) below - be offered
the opportunity to participate in the Performance-Related Share
Programme 2009.

b) Employees who participate in the Performance-Related Share
Programme 2009 may, during the 12-month period from the
implementation of the programme, save an amount equivalent to a
maximum of 5 percent of their gross salary for the purchase of class
B shares on the Nasdaq OMX Stockholm. If the employee retains the
shares purchased for three years from the date of the investment and
if the employee has been continuously employed by the ÅF Group during
the entire three-year period, the employee will be entitled to the
matching of shares, free of consideration, as follows: approximately
134 business area managers, section managers and certain specialists
may be given the right to performance-matching of up to four shares
for every share purchased; approximately 15 employees in the senior
management group may be given the right to performance-matching of up
to five shares for every share purchased; the President/CEO may be
given the right to performance-matching of up to six shares for every
share purchased.

(c) Participation in the Performance-Related Share Programme 2009 is
contingent upon the fact that such participation is admissible in law
and that, in the opinion of the company, it can be undertaken at
reasonable administrative cost and with reasonable financial
investment. The Board of Directors does, however, reserve the right
to implement an alternative incentive solution for employees in
countries where participation in the Performance-Related Share
Programme 2009 is inappropriate. Any such alternative incentive
solution shall, as far as is practically possible, correspond to the
terms of the Performance-Related Share Programme 2009.

d) The terms and conditions for performance-matching for key
employees are based on the company's operating margin before
extraordinary items in relation to a basket of comparable companies
and to the growth in the company's earnings per share over a
three-year period. The performance target may be adjusted if events
occur that affect the commercial activities of the ÅF Group or the
number of outstanding shares in the company, or affect the
performance target in any other way that is deemed relevant by the
Board of Directors.

e) Before the number of performance shares for matching is finally
determined, the Board of Directors shall consider whether
performance-matching is reasonable with regard to the company's
financial performance and position, and the situation both on the
stock market and in general. Should the Board of Directors conclude
that full matching is not appropriate, it may reduce the number of
performance shares to a number the Board of Directors deems
appropriate.

Authorisation for the Board to acquire and transfer the company's own
shares
The Board has been granted a mandate to make a decision in the period
up to the 2010 AGM to acquire the company's own shares on the Nasdaq
OMX Stockholm or make acquisition offers to shareholders, and to
transfer the company's own shares on Nasdaq OMX Stockholm, as well as
to effect payment by means other than cash, if necessary. The Board
has also been granted a mandate to make decisions on one or more
occasions in the period up to but not after the 2010 AGM to make
further purchases or sales of the company's class B shares for the
implementation of the Performance-Related Share Programme 2009.
Purchases may be made only on the Nasdaq OMX Stockholm and at a price
within the current registered price range on the purchase date. A
maximum of 270,000 class B shares may be acquired to ensure the
provision of shares to participants in the Performance-Related Share
Programme 2009 and to hedge the costs associated with this action. A
maximum of 270,000 class B shares may be transferred to participants
in the long-term Performance-Related Share Programme 2009 that is
specified under item 15. The company shall have the right to transfer
before the 2010 AGM a maximum of 60,000 shares from its holding of
270,000 shares on the Nasdaq OMX Stockholm to cover certain
expenditures for the programme, primarily social security
contributions.

On 23 March 2009 ÅF held 82,000 of the company's class B shares,
which corresponds to 82,000 votes.

Mandate for the Board to make a new issue of shares
The AGM has given the Board a mandate to issue new class B shares on
one or more occasions before the next AGM. Payment for new shares may
be in capital contributed in kind or, with preferential rights for
shareholders, against cash. The purpose of a new issue is to increase
share capital by issuing shares on market terms. However, the maximum
number of new shares issued must not exceed 1,500,000, which
corresponds to an increase of a maximum of SEK 15,000,000 in the
company's share capital.

Inaugural Board Meeting
At their inaugural Board Meeting following the AGM the directors of
the company elected Ulf Dinkelspiel as Chairman of the Board and Lena
Treschow Torell as Deputy Chair. The Board also resolved to appoint
as members of the Remuneration Committee, Jon Risfelt, Lena Treschow
Torell and Ulf Dinkelspiel (Chair). The Board also resolved to
appoint as members of the Audit Committee Helena Skåntorp (Chair),
Ulf Dinkelspiel and Eva-Lotta Kraft.

ÅF AB, Corporate Information



The full texts of all the above proposals submitted to the AGM for
decision are available on ÅF's homepage www.afconsult.com



ÅF 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 a leading name in testing and inspection.
Today ÅF has 4,000 employees. Our base is in Europe, but our business
and our clients are found all over the world.

Download/open as file: