Board of Directors
As Board of Directors, the AGM re-elected Mats Olsson, (chairman), Carl-Olof By, Pekka Seitola, Kerstin Stenberg, Anna Vikström Persson and Ben Wrede.
The AGM resolved upon a dividend of SEK 2.25 per share for the fiscal year 2009, with the record date of Tuesday, April 27, 2010. The dividend is expected to be issued on Friday, April 30, 2010.
Nomination committee for the AGM 2011
For the AGM 2011, the Nomination Committee shall consist of one representative for each of the three largest registered shareholders, in terms of votes, and the Chairman of the Board, who shall convene the first meeting of the committee. The names of the members of the Nomination Committee with information about which shareholders they represent will be announced in conjunction with the Company's third quarter report 2010.
Guidelines for remuneration to senior executives
The AGM resolved on guidelines for remuneration to senior executives. Remuneration will consist of fixed salary, a variable component as well as pension and other benefits.
The variable compensation is on condition that the Company does not show a loss for the year the compensation refers to. Variable compensation will be maximized and never exceed the fixed portion. Variable compensation shall not be pensionable.
Authorization for the Board to approve new share issues
The annual general meeting authorized the Board to, on one more occasions prior to the next annual general meeting, approve an increase in share capital up to a maximum of SEK 1,000,000 through one or more issues up to a combined maximum of 1,000,000 shares. The issue can be made waiving shareholders' preferential rights and/or with conditions for non-cash issue and/or setoff or otherwise with provisions. The reason for allowing waiving shareholders' preferential rights is to enable the Board to create conditions under which it can acquire other companies or to adjust the Company’s capital structure.
Authorization for the Board to approve acquisitions and dispose of the Company’s own shares
The Board proposes that The annual general meeting authorize the Board to, on one or more occasions prior to the next annual general meeting, approve the repurchase of a maximum of as many of the Company's shares so that its holdings do not at any time exceed ten percent of all shares in the Company.
The annual general meeting authorized the Board to, on one or more occasions during the time until the next annual general meeting, decide to dispose of the Company's own shares. The authorization includes the right to decide, in connection with acquisition of companies or businesses, to waive shareholders' preferential rights and that payment can be made in forms other than cash or offset against claims.
Resolution on changes in the Articles of Association
The first section of § 9 of the Articles of Association was changed as follows.
Current wording § 9
Notice of the annual shareholders’ meeting shall be provided in the form of announcements in Post- och Inrikes Tidningar and Dagens Industri.
New wording § 9
Notice of the annual shareholders’ meeting shall be provided in the form of announcements in Post- och Inrikes Tidningar and on the company webpage. That notice has been provided shall be announced in Dagens Nyheter.
Further, it was resolved that the second section of § 9 of the Articles of Association be stricken from said Articles.
The annual general meeting’s decision regarding changes to §9 of the Articles of Association is on condition that an alteration of the manner in which annual general meetings should be announced according the Swedish Companies Act (SFS 2005:551) has taken effect, making the suggested wording of §9 compatible with the aforementioned Companies Act.