The shareholders of Lagercrantz Group AB (publ) was gathered to the 2009 Annual General Meeting at 4:00 p.m., 31 August 2009, at IVA conference centre, Grev Turegatan 16 in Stockholm. Notice to attend was published 23 July in the form of announcements in the Swedish official gazette "Post- och Inrikes Tidningar" and the Swedish business journal "Dagens Industri". The notice was also posted on the website and published in a press release.
Resolutions including the following were passed by the Annual General Meeting and the ensuing statutory Board of Directors Meeting held 31 August 2009:
Dividend
A dividend of SEK 1.50 per share was declared in accordance with the proposal of the Board of Directors. Thursday, 3 September 2009 is record day for receiving dividend that is expected to be remitted by Euroclear Sweden (former VPC AB) Tuesday, 8 September 2009.
Discharge from liability for the directors and the President
The Annual General Meeting granted discharge from liability to the Board of Directors and the President for their management during 2008/09.
Board of Directors
The Annual General Meeting passed a resolution in accordance with the proposal of the Election Committee. The following directors were re-elected:
- Pirkko Alitalo
- Anders Börjesson
- Tom Hedelius
- Lennart Sjölund
- Jörgen Wigh, President & CEO of Lagercrantz Group
Anders Börjesson was re-elected by the Annual General Meeting as Chairman of the Board of Directors. At the ensuing statutory Board of Directors Meeting Tom Hedelius was re-elected to serve as Vice Chairman of the Board of Directors. The entire Board of Directors with the exception of the President & CEO was elected to serve as the Company´s Audit Committee. The Chairman and the Vice Chairman were appointed to serve as the Company´s Compensation Committee with the President & CEO submitting reports.
Election Committee
The Annual General Meeting passed a resolution in accordance with the proposal of the year´s Election Committee to authorise the Chairman of the Board of Directors to contact the largest shareholders by vote as of 31 December 2009 and ask these shareholders to appoint members who, together with the Company´s Chairman, would constitute the Election Committee. The Election Committee shall consist of five members.
Principles for compensation to management
The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors on principles for compensation and other terms of employment for management.
Issuance of call options on repurchased shares and conveyance of treasury shares to members of senior management
In accordance with the proposal of the Board of Directors, and in a departure from the preferential rights of existing shareholders, the Annual General Meeting resolved to offer members of senior management to acquire call options on class B treasury shares. Up to 255,000 call options giving its holders the right to acquire a corresponding number of shares may be issued. Options shall be acquired at market value. The redemption price will be 120 percent of the average market price of the share during period 7 September 2009 - 18 September 2009.
The Annual General Meeting also resolved to convey to the option holders up to 255,000 of the shares held in treasury at the set redemption price in conjunction with any utilisation of the of call options.
Repurchase and conveyance of treasury shares
In accordance with the proposal of the Board of Directors the Annual General Meeting resolved to authorise the Board of Directors to buy and sell shares in the Company, on or more occasions, such authorisation to remain valid until the next following Annual General Meeting.
Purchases shall be made via OMX Nordic Exchange Stockholm at the price interval prevailing measured as the interval between the highest buy price and the lowest sale price. Purchases of own shares are limited in such a way that at no time may shares held in treasury exceed 10 percent of the number of shares outstanding in the Company.
The Annual General Meeting resolved to authorise the Board of Directors to sell treasury shares, with or without preferential right for existing shareholders, at a markets price as remuneration in connection with acquisitions of businesses or companies, or to ensure delivery of treasury shares in existing incentive programmes, but not via NASDAQ OMX Stockholm.
At the ensuing statutory Board of Directors Meeting, the Board of Directors decided to utilise the authorisation received to purchase shares in the Company during the period until the next following Annual General Meeting. The purpose of repurchases is to enable the Board of Directors to adapt the Group´s capital structure and to make possible future acquisitions of companies and businesses with payment in the form of shares in the Company, and to cover the Company´s obligations under the incentive programme resolved.