Annual General Meeting 2010
ProfilGruppens Annual General Meeting was held the 25th of March 2010 in Folkets Hus, Åseda, Sweden.
Decisions of the Annual General Meeting
No divident for 2009
Due to the Group’s results the Annual General Meeting decided that no dividend be paid for the 2009 financial year
Election of the Board
The following Board members elected by the Annual General Meeting were re-elected Nils Arthur, Eva Färnstrand, Ulf Granstrand, Susanna Hilleskog and Kjell Svensson. Mats Egeholm was elected new member of the Board. Eva Färnstrand was elected Chairman of the Board.
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 295,000
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 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 2011, 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 Torgny Prior (Prior & Nilsson Fond och Kapitalförvaltning AB), Gunnel Smedstad and Eva Färnstrand, Chairman of the Board of ProfilGruppen. Election of Lars Johansson. Lars Johansson was also 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.
Minutes from the meeting
The verified minutes from the meeting will be available in Swedish at the company from 30 March 2010.
The interim report for the first quarter will be submitted on 22 April 2010. Dates for the release of financial information are available on the Group’s website, www.www.profilgruppen.se
Åseda, 25 March 2010
Board of ProfilGruppen AB (publ.)
Corporate ID no. 556277-8943