Around 110 shareholders and guests attended today's Annual General Meeting at Folkets Hus in Åseda. The meeting was chaired by Eva Färnstrand.
The CEO and President, Anders Frisinger, gave a summary of last year and the measures being implemented during the autumn and winter since Anders assumed his position on 1 July 2012. Anders also described future focus areas and marketing initiatives. Finally, he reviewed the market development and the financial information regarding last year.
Decisions of the Annual General Meeting
The income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet were adopted.
Due to the Group's result the Annual General Meeting decided that no dividend payout shall be made for the financial year of 2012.
Election of the Board
The following Board members were re-elected; Bengt Stillström, Thomas Widstrand, Mats Egeholm and Susanna Hilleskog. Kåre Wetterberg was elected as new Board member and Chairman of the Board. Ernst & Young was re-elected as auditors.
The Annual General Meeting decided on fees for Board members in accordance with the nomination committees proposals. Hence, fees will be paid as follows:
To the Chairman SEK 340,000.
To other Board members elected in the meeting not employed by the company SEK 125,000 each.
The remuneration- and audit committees are included in the Board's tasks and no additional fees will be awarded.
No fees will be paid to Board Members and deputies elected by the employees.
Remuneration for auditors was decided in accordance with approved invoices.
Decision on nomination committee for the Annual General Meeting 2014
The Annual General Meeting approved the proposal from the nomination committee on the procedural issues regarding how the new nomination committee is to be appointed and regarding its duties for the Annual General Meeting 2014.
Authorisation for the Board to decide on new issues of shares
The Annual General Meeting granted the Board authorisation, during the period until the next Annual General Meeting, on one or more occasions, with or without preferential rights for the shareholders, to make decisions regarding new issues of maximum 400,000 shares, corresponding to in total approximately eight percent of the share capital. The decision on new issue may contain conditions stating that the shares issued may be paid by issue in kind, offsetting or otherwise under conditions in accordance to the Swedish Companies Act 13 chapter 5§ first paragraph 6. The Board is authorised also to decide on the other terms of a new issue of shares.
The reason for the authorisation is to enable the company to issue shares as payment for acquisitions of companies or shares of companies and/or assets, which the Board deems to be of value to the ProfilGruppen group's activities, or in order to strengthen the company’s capital position.
Guidelines for remuneration for senior executives
The AGM decided on guidelines for remuneration for senior executives according to the proposal of the Board. No essential changes of the principles compared to last year was decided.
Minutes from the AGM
Verified minutes from the AGM will be published on the Group’s website.
The interim report for the first quarter will be submitted on 24 April 2013. Dates for the release of financial information are available on the Group’s website, www.profilgruppen.se/koncern.
Summary of the CEO's speech and verified minutes from the meeting will be published on the company’s website, www.profilgruppen.se/koncern.
Åseda, 11 April 2013
Board of ProfilGruppen AB (publ.)
Corporate ID no. 556277-8943