Annual General Meeting 2009

ProfilGruppen’s Annual General Meeting was held on 31 March in Åseda, Sweden.
 

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

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.