PRESS RELEASE FROM ROTTNEROS AB'S AGM HELD ON 22 APRIL 2010
The AGM confirmed the Nominating Committee's proposed board fee for 2010.
The AGM approved the proposal presented in respect of the Nominating Committee's work in preparation for the 2011 AGM.
Guidelines for pay and other remuneration
The AGM approved the Board's proposal concerning guidelines for pay and other remuneration for the President and senior executives.
Directed new issue, amendment of Articles of Association and reverse share split
The AGM approved the Board's proposal concerning a directed new issue of 31 ordinary shares in order to achieve a number of shares that can be evenly divisible by ten prior to the proposed reverse split. The amendment of the Articles of Association was approved to enable the proposed reverse split. The proposed reverse split was approved, in which connection ten ordinary shares shall be combined as one ordinary share. The aim is to achieve a number of shares that is more rational.
The reserve split will be carried out at the beginning of May. The record day for the reverse split is 7 May 2010. The first day of trading with the reverse split share is 5 May 2010, which means that, assuming everything else remains the same, the Rottneros share will be traded at a price on that day that is ten times more than the price on 4 May 2010.
The AGM authorised the Board to make decisions concerning commission-free trade. The Board decided to direct this kind of offer in the second half of May to shareholders with holdings of less than 1,000 shares (100 shares after the reverse split has been carried out) and/or less than 3,000 call options. This offer is being made to make it easier for shareholders who only own a small number of shares or call options to change their holding, where the cost of the trade ('commission') constitutes a significant value in relation to the value of the shares/call options, and in order to rationalise the company's administration with the aim of achieving a significant cost saving for the company over time. This procedure is also intended to result in a suitable ownership structure and improved liquidity for the trade in the company's shares and call options. Holders of shares and call options who are covered by this offer will receive information and an application form in mid-May.
Transfer of treasury shares
The AGM resolved to authorise the Board to make decisions on transferring shares (shares previously acquired under the company's buy-back programme) in the company on one or several occasions during the period up until the next AGM. Treasury shares may only be transferred on NASDAQ OMX Stockholm at a price within the price interval recorded by NASDAQ OMX Stockholm from time to time. The number of treasury shares transferred may not exceed the number of treasury shares held by the company at the time of sale. Shares transferred must be paid for in cash. The purpose of authorising the Board is to enable the company to dispose of the treasury shares that it currently owns, as the company no longer has any further need for these shares, and to also thereby release liquidity.
The AGM resolved to approve the Board's proposal for a long-term incentive programme for the company's senior executives that, deviating from the shareholders' priority rights, comprises the issue of subscription warrants.
Board meeting following election
Kjell Ormegard (Chair), Roger Asserståhl and Ingrid Westin Wallinder were elected onto the Compensation Committee at a board meeting following election in conjunction with the AGM. Ingrid Westin Wallinder (Chair), Roger Asserståhl and Kjell Ormegard were elected onto the Audit Committee. Kjell Ormegard (Chair), Ole Terland and Tomas Hedström (officer presenting matters) were elected onto the Finance Committee.
Please see Rottneros' website www.rottneros.com for further and more detailed information concerning the decisions and decision guidance documents of the AGM.
For more information:
Ole Terland, President, tel. +46 8 590 010 00
Karl Ove Grönqvist, CFO, tel. +46 8 590 010 00
Rottneros discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 18.30 CET on 22 April 2010.