STOCKHOLM, Sweden, March 13, 2003 (PRIMEZONE) -- Below is a summary of the decisions taken by the Annual General Meeting of D. Carnegie & Co AB, held in Stockholm today. Dividend The AGM approved a dividend of SEK 8.93 per share. The record day for the dividend is 18 March and the distribution will be made from VPC (the Swedish Securities Centre) on 21 March 2003.
Incentive programme
At today's Annual General Meeting of D. Carnegie & Co. AB, it was decided to approve the warrant programme proposed by the board for Carnegie personnel. The programme comprises an issue of bonds with a nominal value of up to SEK240,000, tied to a maximum of 2,400,000 detachable warrants for subscription in Carnegie shares. Each warrant will carry the right to acquire one new Carnegie share for an amount equivalent to 120% of the average Carnegie share price during the week following the publication of Carnegie's year-end results for 2003, in January/February 2004. The subscription period will end on 27 April 2007. In the event that the maximum amount of warrants is exercised in full, the share capital will increase by SEK 4,800,000, corresponding to 3.6% of the company's current share capital. The aggregate dilution effect in terms of profit per share, calculated in accordance with the Swedish Financial Accounting Standards Council's recommendation (RR18), will be less than 1%, based on today's share price (approximately SEK 50). The warrants will be offered to personnel without charge following publication of Carnegie's results for the full year 2003.
Changes to the Board of Directors
The meeting approved an amendment to the Articles of Association to read as follows: "The Board of Directors shall consist of not less than five and not more than nine members." The number of Board members was increased from seven ordinary members to nine ordinary members. Re-election was agreed of Lars Bertmar (to be elected as new Chairman of the Board), Christer Zetterberg (to be elected as vice Chairman of the Board), Sigurd Astrup, Lars Berg, Michael Gibbins, John Hodson, and Anders Ljungh. Karin Forseke (to be appointed as new CEO) and Fields Wicker-Miurin were elected as new board members:
Karin Forseke, Director. Born 1955. Chief Executive Officer of the Carnegie Group from March 2003. Head of International Sales and Sales Trading in Carnegie between 1998 and 2002. COO of the London International Financial Futures Exchange, LIFFE, from 1993 to 1998. From 1992 through 1993 responsible for client relations and sales/distributions in Westpac Banking Corporation's Financial Markets Group. From 1989 to 1992 director of business development in establishing the OMLX exchange in London. No. of shares in Carnegie, 300,000. The shares are held indirectly. No. of warrants 2002/2005. No. of warrants 2003/2006, 25,000.
Fields Wicker-Miurin, Director. Born 1958. Ms Fields Wicker-Miurin is an international business executive with more than 20 years experience in the global financial services industry. Executive Director of Leaders Quest, an international organisation that works with leaders from all sectors of business and society to build interdisciplinary, international leadership skills. Between 1994 and 1997, Chief Financial Officer and Director of Strategy of the London Stock Exchange. Member of the Nasdaq Technology Advisory Council in New York and one of ten members of the Panel of Experts selected to advise the EU Parliament on the harmonisation of financial services across the EU. No. of shares in Carnegie. No. of warrants 2002/2005. No. of warrants 2003/2006.
Remuneration to the Board of Directors The meeting decided on a remuneration to the Board of Directors' of SEK 2,150,000, to be allocated among those Directors that are not employed by the Company or any of its subsidiaries or by any company in the Singer & Friedlander Group.
Election of auditors and their remuneration KPMG Bohlins AB was re-elected as Auditors. Remuneration to the auditors during their mandate period was decided to be as agreed when procuring the services.
Dealing in Carnegie shares in the Securities operations The general meeting adopted a resolution pursuant to which, for the period through to the 2004 Annual General Meeting, those subsidiaries in the Company's group that engage in securities operations shall be entitled to buy and sell shares in the Company within the securities operations in accordance with the conditions set forth in Chapter 4, section 5 of the Securities Operations Act. The price shall equal the market price applicable from time to time and the aggregate shareholding from time to time may not exceed five percent of the total number of shares in the Company.
Other information presented at the AGM
Election committe
The Annual General Meeting was informed that before the AGM in 2004, the Chairman of the Board will establish an election committee, consisting of two representatives for Carnegie's larger shareholders. The members of the election committee will be presented under the last quarter of 2003. In conjunction with the publication of Carnegie's year-end report for 2003, in January 2004, the proposal for the next election of Board members will be presented.
Lars Bertmar finishes his employment in July 2003 At the meeting it was also informed, that an agreement has been signed today between Lars Bertmar and the company, whereby Mr Bertmar finishes his employment with the company when he turns 58 years in July 2003. As from that date, Mr Bertmar will serve as a non-executive member of the board. It was further agreed that Mr Bertmar, on leaving his employment, receives a one-off contribution of SEK 7.7 million to his pension benefits. In terms of costs for the company, the contribution corresponds to two years salary. Mr Bertmar will not receive any further compensation as chairman of the board during 2003 or, if re-elected, during 2004.
For further information, please contact
Lars Bertmar, Chairman of the Board, +46 8 58 86 90 20; Karin Forseke, CEO, +46 8 58 86 90 10; Mats-Olof Ljungkvist, CFO, +46 8 58 86 90 13; Birgitta Henriksson, IR, +46 8 676 86 39
Carnegie is the leading Nordic investment bank and asset management firm operating in three principal business areas: Securities, Investment Banking and Asset Management & Private Banking. Carnegie provides a wide array of products and services to Nordic and international clients from offices in seven countries: Sweden, Denmark, Norway, Finland, Luxembourg, UK and the US.