The Annual General Meeting of shareholders in AddNode AB (publ) on April 26, 2007 adopted the following resolutions.
Financial results, President’s address
Bo Strandberg, President and CEO, presented the Group’s operations and results for 2006. The Group’s net sales and earnings increased sharply during 2006. Net sales totaled SEK 766.1 M and profit after tax amounted to SEK 104.2 M. In his address, Bo Strandberg presented information on the sale of Financial business area and the acquisition of Ida Infront, which forms the basis of the new Process Management business area.
Adoption and discharge from liability
The Annual Meeting adopted the Parent Company’s and consolidated income statements and balance sheets. The Board of Directors and the President were discharged from liability for fiscal year 2006.
Disposition of earnings
The Annual Meeting resolved that earnings as shown in the adopted balance sheet would be distributed so that SEK 74,012,347 will be paid to the shareholders and the remaining available earnings of SEK 36,915,029 will be carried forward.
Board of Directors
In accordance with the Nomination Committee’s proposal, Per Hallerby, Anna-Lena Axberger, Lars Save, Christer Härkönen and Håkan Sehlstedt were re-elected as ordinary Board members, and Ylva Berg was elected as a new ordinary member of the Board. The Annual General Meeting appointed Per Hallerby as Chairman of the Board. The Meeting also resolved that Board fees not to exceed SEK 700,000 will be paid to the members of the Board, distributed as SEK 200,000 to the Chairman and SEK 100,000 to each Board member who is not an employee of the Group.
Auditors
In accordance with the Nomination Committee’s proposal, the registered accounting company Öhrlings PricewaterhouseCoopers AB was re-elected as auditor for a period of four years through the conclusion of the 2011 Annual General Meeting, and Authorized Public Accountant Hans Jönsson will remain Auditor in Charge until further notice. The Meeting also resolved that fees paid to the auditors shall correspond with invoices approved by the President.
Authorization regarding acquisitions and sales of own shares
The Meeting resolved to authorize the Board during the period until the next Annual General Meeting to render decisions concerning acquisitions and sales of own shares in compliance with the Board’s proposal.
Authorization regarding new issue and issues of shares, warrants and convertibles
For the period until the next Annual General Meeting, shareholders at the Meeting authorized the Board, on one or several occasions, with or without preferential rights for shareholders, to resolve on new issues of shares or issues of warrants or convertibles. Through decisions supported by this authorization, share capital can be increased by a maximum combined total of SEK 30,000,000 through issues of not more than a combined total of 2,500,000 shares. The authorization includes the right to make decisions regarding new issues or issue with provisions for non-cash or right of set-off or other such conditions stipulated in Chapter 13, Section 7; Chapter 14, Section 9 or Chapter 15, Section 9 of the Swedish Companies Act.
Remuneration and other terms of employment for senior executives
The Annual General Meeting approved the following guidelines for remuneration to senior executives. Senior executives are defined as the President and other members of executive management. Remuneration to senior executives shall comprise fixed salaries, variable salaries, other benefits and pensions. The combined remuneration should comply with competitive market standards and reflect responsibility and duties. The fixed salary is generally reviewed once a year and should include consideration for the person’s qualitative performance. The variable portion of the annual salary should be maximized and never exceed the fixed salary. Furthermore, the variable portion of the salary is based on results in relation to established goals and individual performance standards. Evaluations of individual performance standards are made continuously. The Board may deviate from the guidelines in certain individual cases for which there is justification.
Nomination Committee
The Annual General Meeting resolved to commission the Chairman of the Board to contact the four largest owner-registered shareholders in terms of voting rights in the VPC printed share register as per August 31, 2007, each of whom/which appoints one representative who is not a member of the company’s Board of Directors and to serve as a member of the Nomination Committee, along with the Board Chairman, until a new Nomination Committee is appointed by mandate at the next Annual General Meeting. In the event that a significant change occurs in the ownership structure after the Nomination Committee has been appointed, the composition of the Nomination Committee shall also be changed accordingly. The Nomination Committee appoints one of its members, but not the Chairman of the Board, as the committee’s Chairman. The composition of the Nomination Committee shall be announced not later than six months before the 2008 Annual General Meeting. No fees are paid to members of the Nomination Committee.
Miscellaneous
The Annual Report for 2006 is available at www.addnode.com. Copies may also be ordered from Lena Ottesen per telephone, +46 (0)8-506 66 221 or via e-mail to lena.ottesen@addnode.com.
For more information, contact:
Staffan Hanstorp, President and CEO, AddNode AB
Tel: +46 733 772 430; e-mail: staffan.hanstorp@addnode.com
Johan Andersson, IR Manager, AddNode AB
Tel: +46 70 420 58 31; e-mail: johan.andersson@addnode.com
