Annual General Meeting 2008
ProfilGruppen’s Annual General Meeting was held on 5 April in Åseda, Sweden.
Decisions of the Annual General Meeting
Dividend of SEK 3.60 per share
The Annual General Meeting approved the decision to issue a dividend for 2007 as per the Board’s proposal, i.e. a dividend of SEK 3.60 per share for 2007, with Wednesday, 9 April 2008 as the record day. The dividend is expected to be issued by VPC on Monday, 14 April 2008.
Election of the Board
The following Board members elected by the Annual General Meeting were re-elected: Nils Arthur, Staffan Håkanson, Lars Johansson and Kjell Svensson. As new members of the Board Eva Färnstrand and Ulf Granstrand were elected.
Staffan Håkanson was elected 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 be set 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 the nomination committee with responsibility to propose to the Annual General Meeting in 2009, 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, Staffan Håkanson, Chairman of ProfilGruppen AB and Torgny Prior, joint-owner of Prior&Nilsson Fond och Kapitalförvaltning AB, election of Gunnel Smedstad. Mats Egeholm was elected Chairman of the nomination committee.
The meeting decided to introduce fees to the nomination committee in the amount of SEK 100,000 to be distributed among the members of the nomination committee.