Statement from the General Meeting in FormPipe Software AB (publ) on 12 March 2009
At the Annual General Meeting in FormPipe AB (publ), the following decisions were taken:
Election of chairman
Johan Hessius, Attorney, of the Lindahl Law Firm was elected chairman of the General Meeting.
Decision concerning disposition of the company’s profits
The General Meeting decided that all profits be carried over to the balance sheet for the coming year, and that no dividend be paid for the financial year 2008.
Fees for the Board of Directors and auditors, and elections to the Board, selection of auditors, etc.
The General Meeting decided that the Board of Directors is to consist of six members and no deputies. The General Meeting approved the election committee’s proposal for re-election of Board members Jon Pettersson, Lennart Pihl and Staffan Torstensson, and the new election of Thomas Bill, Hans Möller and Bo Nordlander. Hans Möller was elected Chairman of the Board. With regard to fees, it was decided that SEK 130,000 was to be paid to the Chairman of the Board and SEK 75,000 to each of the other members of the Board who were elected by the General meeting and are not employed by the Company (i.e. total fees to the Board of SEK 505,000). In addition, the General Meeting approved the election committee’s proposal that, until the General Meeting in 2012, PricewaterhouseCoopers AB be re-selected as the Company’s auditors, with Michael Bengtsson as the auditor with principal responsibility. It was decided that fees to auditors be based on ongoing invoices.
The General Meeting approved the proposal from the election committee that General Meetings in the company appoint an election committee in line with the following procedure: the General Meeting commissions the Chairman of the Board to contact the four largest shareholders in the company during the third quarter of each financial year. These four shareholders are each to appoint a representative to constitute the election committee until such time as a new election committee is appointed according to the mandate from the next General Meeting. With the exception of the Chairman of the Board, the members of the election committee should not be members of the Board of Directors or hold the position of CEO or senior executive of the Company or its subsidiaries. The composition of the election committee is to be announced no later than 30 November.
The election committee shall choose its chairman from among its members and may not choose the Chairman of the Board for this position. If the members of the committee cannot reach agreement, the member who represents the largest shareholder shall be elected chairman of the election committee. If any of the four largest shareholders should decline to appoint a representative to the election committee, the next largest shareholder shall be given the opportunity to appoint such a representative. If significant changes are made to the ownership structure after the election committee has been appointed, the composition of the election committee shall be amended pursuant to the principles described above. Should any of the members of the election committee resign his position before time, the shareholder represented by this member shall be given the opportunity to appoint a replacement. Changes to the composition of the election committee must be announced without delay.
Authorisation for the Board of Directors to make decisions concerning the issuing of shares, warrants and convertibles
The General Meeting decided to authorise the Board, within the framework of the applicable articles of association and until the time of the next General Meeting, to take decisions on one or more occasions concerning new issues of shares and/or warrants and/or convertibles. It is to be possible to implement such issues with a view to completing or financing acquisitions of other companies or businesses – either fully or in part – through issues with or without waiving shareholders’ preferential rights, or through non-cash or offset issues, or on the basis of other terms.
Such issues are to be implemented on market terms, with deductions for the discount that may be required to generate interest in subscription. The Board of Directors, or the person nominated by the Board, shall be entitled to make the minor adjustments to the decision described above that may be necessary for the registration of same with the Swedish Companies Registration Office or the VPC – the Swedish Central Securities Depository and Clearing House.
Decision regarding the issuing of warrants
The General Meeting decided to issue no more than 490,000 warrants, with a waiver of the shareholders’ preferential rights. On full new subscription and the exercising of all option rights, the share capital of the Company will be increased by SEK 49,000, which corresponds to dilution of approximately 4 per cent.
The warrants are to be issued at a price corresponding to a calculated market value for the warrants through application of the Black & Scholes model as at 11 March 2009, based on a subscription price on the exercising of the warrants of 130 per cent of the average volume-weighted price during the period 25 February 2009 through 11 March 2009, although not lower than the current quota value of the share. The warrants are to be subscribed for on a separate subscription list during the period 13–20 March 2009. The warrants are directed at all employees of the Company, all whom are guaranteed an allocation of 4,500 warrants. In the event of oversubscription, the warrants issued shall be allocated to all subscribers pro rata in relation to the number of warrants subscribed for.
The reason for the waiver of the shareholders’ preferential rights is that the Company wishes to promote the Company’s long-term interests by preparing for the Company’s employees a well considered incentive scheme that gives them the opportunity to share in the positive development of the value of the Company. The proposal is not expected to result in increased costs in the form of social security contributions. It is proposed that the Board of Directors, or the person nominated by the Board, be entitled to make the minor adjustments to the decision described above that may be necessary for the registration of same with the Swedish Companies Registration Office or the VPC.
Decision on guidelines for remuneration of senior executives
The General Meeting decided to approve the suggestion from the Board of Directors concerning guidelines for the remuneration of the Company’s CEO and other senior executives, as explained below.
The decision generally accords with previously applied principles for remuneration. The guidelines apply to contracts entered into subsequent to the 2009 General Meeting, or to cases where changes are subsequently made to remuneration. The Board has not appointed a remuneration committee, but instead, the Board of Directors in its entirety shall handle all questions regarding compensation and other terms and conditions of employment. The Company shall offer market terms and conditions to allow the Company to recruit and retain competent personnel. Remuneration for the Company management shall consist of fixed salary, variable salary, a long-term incentive scheme, a pension scheme and other customary benefits. Remuneration is to be based on the commitment and performance of the individual in relation to previously established goals – both individual and shared goals for the Company as a whole. Individual performance is to be assessed continuously. As a general rule, the fixed salary is to be reviewed once a year, and is to reflect the qualitative performance of the individual.
The fixed salaries for the CEO and other senior executives are to be at market level. The variable remuneration is to reflect the individual’s level of responsibility and degree of influence. The size of the variable remuneration is related to the degree of fulfilment of financial targets set up for the Group by the Board of Directors. The variable remuneration amounts to approximately 20–40 per cent of the budgeted salary. All variable remuneration plans feature defined maximum allocation and outcome limits. Provisions have been made in the annual report for variable remuneration attributable to 2008, which will be paid out in close connection to the 2009 General Meeting. The Company has introduced a share-related incentive programme directed at the entire workforce (including the CEO and other senior executives). The programme is intended to promote the Company’s long-term interests. The Board is continuously to assess the extent to which additional option programmes or other forms of share or share-price-related incentive programmes should be suggested to the General Meeting.
The CEO and other senior executives are to have premium-based pension agreements. The pensionable age for the CEO and senior executives is 65. Pension contributions are based exclusively on the budgeted salary. Termination of the CEO’s contract on the part of the Company is subject to six (6) months’ notice and six (6) months’ severance pay. Other income that the CEO may receive during the period in which the severance pay is paid will be offset against the severance pay. Termination of the CEO’s contract on the part of the CEO is subject to six (6) months’ notice. Between the Company and the other senior executives, there exists a mutual period of notice of 3–6 months.
The General Meeting decided that the Board is to be allowed to deviate from the guidelines suggested above in the event that, in exceptional cases, there exist special grounds for same.
For additional information, contact:
Christian Sundin, CEO of FormPipe Software, +46 705 67 73 85
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