AGM Information • Aug 25, 2010
AGM Information
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The resolutions passed at today's Annual General Meeting and the ensuing statutory meeting of the Board of Directors of B&B TOOLS AB included the following:
The Annual General Meeting approved a dividend of SEK 2.50 per share. The record date for payment of the dividend was set as 30 August 2010. The dividend is expected to be distributed to shareholders by Euroclear Sweden AB on 2 September 2010.
Per Axelsson, Anders Börjesson, Tom Hedelius, Anita Pineus and Stefan Wigren were reelected as Directors. Tom Hedelius was re-elected as Chairman.
At the ensuing statutory Board meeting, Anders Börjesson was appointed Vice Chairman.
At the statutory Board meeting, the entire Board, with the exception of the President & CEO and employee representatives, was elected to serve as the Company's Audit Committee. The Chairman, the Vice Chairman and the President & CEO were appointed to serve as the Company's Compensation Committee.
The Annual General Meeting resolved to instruct the Chairman of the Board to contact the largest shareholders in terms of voting rights not later than 31 January 2011, asking them to appoint four members to serve, together with the Chairman, as an Election Committee. Selection of shareholders to be contacted shall be based on the shareholder register as of 31 December 2010. The Election Committee shall appoint a Chairman from among its members. The composition of the Election Committee shall be announced not later than six months prior to the 2011 Annual General Meeting.
In the event that a member of the Election Committee resigns or is prevented from fulfilling the assignment, the remaining members, if the Election Committee so decides, shall appoint a suitable replacement to the Election Committee for the remaining period in office. In the event that a member of the Election Committee or the owner represented by that member has significantly reduced his or her ownership in the Company at the time of the Election Committee's meetings held in preparation for the upcoming Annual General Meeting, the members of the Election Committee shall determine whether the composition of the Election Committee should be changed.
The Annual General Meeting resolved in accordance with the Board of Directors' proposal to authorise the Board to purchase and sell class B shares in the Company on one or more occasions during the period until the next Annual General Meeting.
B&B TOOLS AB (publ)
Purchases shall be made on NASDAQ OMX Stockholm at the prevailing market price on the acquisition date. Own shares may be repurchased in a maximum amount that ensures that the Company's holding of treasury shares at no time exceeds 10 percent of the total number of shares in the Company.
Shares held in treasury may be sold, with or without preferential rights for existing shareholders, but not through NASDAQ OMX Stockholm. Sales may be conducted to finance acquisitions of companies or businesses.
The purpose of the repurchase of own shares is to provide the Board of Directors with an additional instrument to use in its work to optimise the Group's capital structure, to enable future acquisitions by using treasury shares as payment, and to secure the Company's obligations under its incentive programmes for members of senior management.
B&B TOOLS AB's existing holdings of treasury shares amounts to 340,000 class B shares, corresponding to 1.2 percent of the total number of shares and 0.9 percent of the total number of voting rights. All 340,000 shares held in treasury are reserved to secure the Company's obligations under existing incentives programmes for members of senior management. The total number of shares in B&B TOOLS AB, including the Company's treasury shares, amounts to 28,436,416.
The Annual General Meeting resolved to adopt guidelines for determining compensation and other terms of employment for the President & CEO and other members of Group management in accordance with the motion of the Board of Directors.
The Interim Report for the period from 1 April to 30 September 2010 (six months) will be published on 12 November 2010.
Stockholm 25 August 2010
For further information, contact: Stefan Wigren, President & CEO, B&B TOOLS AB, telephone +46 8 660 10 30 Mats Karlqvist, Director – Investor Relations, B&B TOOLS AB, telephone +46 70 660 31 32
B&B TOOLS provides the industrial and construction sectors in northern Europe with industrial consumables, industrial components and related services. The Group has annual revenue of approximately SEK 7.6 billion and approximately 2,800 employees.
This information is published in accordance with the Securities Market Act, the Financial Instruments Trading Act or requirements stipulated in the regulations for issuers.
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