Cloetta’s Annual General Meeting (AGM) was held at 2:00 p.m. on Thursday, 11 April 2013, at Hotel Rival, Mariatorget 3, in Stockholm, Sweden.
Adoption of the balance sheet and profit and loss account
The AGM adopted the balance sheet and profit and loss accounts of the parent company and the Group for the preceding financial year.
Dividend
The AGM resolved that no dividend would be paid.
Board of Directors
The AGM discharged the members of the Board of Directors and the President from liability for the preceding financial year. The AGM resolved that the number of Board members would be ten, with no deputies. Sitting Board members Lennart Bylock, Hans Eckerström, Håkan Kirstein, Adriaan Nühn, Robert-Jan van Ogtrop, Mikael Svenfelt, Olof Svenfelt, Meg Tivéus and Peter Törnquist were re-elected. Lilian Fossum Biner was elected as new Board member. The AGM re-elected Lennart Bylock as chairman of the Board.
Board fees
The AGM approved Board fees in accordance with the following. The chairman of the Board will receive SEK 500,000 and each of the other Board members elected by the AGM will receive SEK 250,000. Fees for work on the Board committees will be paid in an amount of SEK 100,000 to each member of the audit committee and SEK 50,000 to each member of the remuneration committee. These fee levels are unchanged.
Auditor
KPMG AB was re-elected as the company’s auditor to serve for the period until the end of the next AGM. KPMG AB will appoint Helene Willberg as auditor in charge.
Nomination committee
The AGM approved the proposed rules for the nominating committee.
Guidelines for remuneration to the executive management
The AGM approved the Board’s proposed guidelines for remuneration to the executive management.
Amendments to the articles of association
The AGM approved the Board’s proposed amendment to the articles of associations including the removal of the Series C shares from the articles of association and that the articles of association are amended so that, in the event that a holder of series A shares requests that the company shall convert the shareholder’s, in the request specified, series A shares to series B shares, such conversion shall take place with no possibility for the other holders of series A shares to exchange series B shares for series A shares.
Introduction of a long term share based incentive plan (LTI 2013)
The AGM approved the Board’s proposal regarding the introduction of a long term share based incentive plan (LTI 2013). LTI 2013 comprises of approximately 68 employees, consisting of the group management and other key employees. To participate in LTI 2013, a personal shareholding in Cloetta is required. Following a defined vesting period, the participants will be allocated B-shares in Cloetta free of charge provided that certain conditions are fulfilled. In order for so-called matching share rights to entitle the participant to receive B-shares in Cloetta, continued employment with Cloetta is required and the personal shareholding in Cloetta must have been continuously maintained. Allocation of B-shares on the basis of performance share rights requires, in addition, that two performance targets have been met, one of which is related to Cloetta’s EBITA and the other to Cloetta’s net sales value. The maximum number of B-shares in Cloetta which may be allocated under LTI 2013 shall be limited to 1,920,000 (subject to possible recalculation), representing approximately 0.7 per cent of the outstanding shares and 0.5 per cent of the outstanding votes.
Statutory meeting
At a statutory meeting held in connection with the AGM, Hans Eckerström, Peter Törnquist, Olof Svenfelt and Meg Tivéus were re-elected as members of the audit committee with Hans Eckerström as chairman of the committee. The remuneration committee consists of Robert-Jan van Ogtrop, Lennart Bylock, Hans Eckerström and Mikael Svenfelt with Robert-Jan van Ogtrop as chairman of the committee.
The information contained in this press release is such that Cloetta is required to disclose pursuant to the Swedish Financial Instruments Trading Act and/or the Swedish Securities Markets Act. The information was submitted for publication on 11 April 2013 at 17:30 p.m. CET.
Media contact
Jacob Broberg, SVP Corporate Communications & Investor Relations, 46 70 190 00 33.