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Profilgruppen — AGM Information 2009
Mar 31, 2009
3191_rns_2009-03-31_bcf7f65a-ffb4-413b-8d4b-7d3d6f1f6226.pdf
AGM Information
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Press release Åseda, 31 March 2009
Press release from the Annual General Meeting of ProfilGruppen AB (publ.)
- * The dividend for 2008 has been set at SEK 1.00 per share (3.60).
- * Eva Färnstrand, Ulf Granstrand, Nils Arthur, Lars Johansson and Kjell Svensson, were re-elected to the Board. As new Board member Susanna Hilleskog was elected.
- * Eva Färnstrand was elected new Chairman of the Board.
- * The meeting decided on not changing the total Board fee.
- * The Board was granted the authority to make decisions on new share issues aimed at financing possible acquisitions.
Contacts for information:
Nils Arthur, President and CEO, mobile: +46 (0)70 349 57 90 E-mail: [email protected]
Peter Schön, CFO, mobile: +46 (0)70 339 89 99 E-mail: [email protected]
This information is published in accordance with applicable laws, listing agreements and regulations. The information was submitted to the media for publication at 19.00 on 31 March 2009.
Press release Åseda, 31 March 2009
Press release from the Annual General Meeting of ProfilGruppen AB (publ.)
Around 110 shareholders and guests attended this year's Annual General Meeting in Åseda.
In his speech to the meeting, the CEO, Nils Arthur, commented the year 2008 and the profit for the year which was charged with costs for personnel redundancies and stock write-downs. He informed about the investment in automation of material flows of approximately MSEK 45 that was recently completed. Then Nils Arthur informed about the company's main priorities in the short term. For 2009 he stressed the importance of quickly adopting the operation to the market development and continuing the initiative to strengthen key customer relations. He gave the background to the important new contract from Bosch Rexroth AG.
Decisions of the Annual General Meeting
Dividend of SEK 1.00 per share
The Annual General Meeting approved the decision to issue a dividend for 2008 as per the Board's proposal, i.e. a dividend of SEK 1.00 per share for 2008, with Friday, 3 April 2009 as the record day. The dividend is expected to be issued by VPC on Wednesday, 8 April 2009.
Election of the Board
The following Board members elected by the Annual General Meeting were re-elected Nils Arthur, Eva Färnstrand, Ulf Granstrand, Lars Johansson and Kjell Svensson. Susanna Hilleskog was elected new member of the Board.
Eva Färnstrand was elected new Chairman of the Board. At the Board meeting following the Annual General Meeting, Lars Johansson was elected Deputy Chairman.
The Board's fees
The Annual General Meeting decided that fees for Board members for the period until the next Annual General Meeting remain unchanged at a total of SEK 1,070,000, including fees for committee work as follows:
To the chairman SEK 265,000
To the vice chairman SEK 160,000
To other meeting-elected board members not employed by the company SEK 130,000 each To board members and deputies elected by the employees SEK 13,750 each Extra fee for the chairman of the Board's audit committee SEK 50,000 Extra fee for members of the Board's audit committee SEK 25,000 Extra fee for the chairman of the Board's remuneration committee SEK 50,000 Extra fee for members of the Board's remuneration committee SEK 25,000
Authorisation for the Board to decide on new share issues for financing possible acquisitions
The Annual General Meeting granted the Board authorisation to decide on new share issues on one or more occasions during the period until the next Annual General Meeting.
New issues may be a maximum of 400,000 class B shares. The Board will then be entitled to decide on a deviation from the shareholders' preferential rights. It must be possible to implement issues with provision for issue in kind or offsetting or otherwise with terms and conditions. Any issue must be on market terms.
The reason for being able to deviate from the shareholders' preferential rights is to enable financing of company acquisitions with own shares. In the event of full exploitation of the
authorisation, this corresponds to dilution of around eight per cent of the share capital and the votes in the company.
Election of the nomination committee
The Annual General Meeting elected a nomination committee with responsibility to propose to the Annual General Meeting in 2010, or when required, Chairman of the Board and other Board members, as well as a Meeting Chairman for the Annual General Meeting or when necessary. It is also responsible for proposing fees for the Board, committees and auditors. The nomination committee also proposes, when necessary, auditors.
The meeting elected the following nomination committee: Re-election of Mats Egeholm, Torgny Prior, joint-owner of Prior&Nilsson Fond och Kapitalförvaltning AB, and Gunnel Smedstad. Election of Eva Färnstrand, Chairman of the Board of ProfilGruppen. Mats Egeholm was elected Chairman of the nomination committee.
The meeting decided on fees to the nomination committee in the amount of SEK 100,000 to be distributed among the members of the nomination committee.
Change of the Articles of Association
Against the background that all class A shares in the company have been converted into class B shares and some aspects of the Articles of Association therefore have become ineffective a change of the wording of the Articles of Association had been proposed. The meeting decided on changes according to the proposal of the Board. The new wording of the Articles of Association is available in full at the Group's website.
Minutes from the meeting
The verified minutes from the meeting will be available at the company from 3 April 2009.
Financial information
The interim report for the first quarter will be submitted on 23 April 2009. Dates for the release of financial information are available on the Group's website, www.profilgruppen.se
Åseda, 31 March 2009
Board of ProfilGruppen AB (publ.) Corporate ID no. 556277-8943