STOCKHOLM, Sweden, April 18, 2005 (PRIMEZONE) -- At today's Annual General Meeting in Pergo the following was resolved:
-- The Board shall consist of seven ordinary members. Kurth Augustson,
Karl Stenstrom, Jan Soderberg, Katarina Wendt Englund and Bertil
Villard were re-elected as Board members and Roger Buehler and
Theodor Dalenson were elected as new Board members. Also Bertil
Villard was re-elected as Chairman of the Board.
-- Remuneration for the Board shall be SEK 1,750,000 of which
SEK 650,000 is to the Chairman (whereas SEK 400,000 shall
constitute ordinary remuneration and SEK 250,000 as compensation
for an expected high work load) and SEK 150,000 to each of the
remaining elected members who are not employed by the Group, as
well as SEK 200,000 to be allocated for dividing between those
Board members who takes part in committee work.
-- The authorized public accountants Olle Karlsson and Magnus
Willfors were elected as auditors and Eva Nyzell and Mikael
Eriksson as deputy auditors. All of these work for Ohrlings
PriceWaterhouseCoopers. The auditors shall receive remuneration
according to invoice.
-- A Nomination Committee will be established in accordance with
the following: the Chairman of the Board shall convene a
Nomination Committee during the third quarter based on share
ownership on August 31; the Nomination Committee, besides the
Chairman of the Board, shall consist of members representing
the five largest shareholders in the company, and if any of
these should not want to take part in the Nomination Committee,
or if a Member leaves the Committee before their work is
completed, then the largest shareholder after these shall be
offered representation on the Nomination Committee; the majority
of the Nominating Committee's members shall not be Board members
and the CEO or another person from the company's executive
management shall not be Members of the Nomination Committee; the
Nomination Committee shall choose a Chairman who is not a Board
member; the Nomination Committee's assignments shall make proposals
concerning the election of Chairman for the Annual General Meeting,
election of Board Members and Auditors as well as fees to the Board
and Auditors; the Nomination Committee's composition shall be
announced in such time that, if possible, it can be made public
at least six months before the Annual General Meeting; and
if the Nomination Committee finds it necessary, it shall have
the right, at the company's expense, to employ a reasonable number
of external consultants within the framework of its assignments.
-- No dividend was to be made.
The Annual General Meeting resolved to implement a performance related personnel option scheme in accordance with the proposal from the Board of Directors as set out below.
A total of 2,700,000 personnel options are to be issued, without compensation, to approximately 20 employees in the group management. Allotment of personnel options shall be made with a maximum of 100,000 -- 300,000 options per person depending on the employment position.
Each personnel option shall entitle to an acquisition of a share in the company during the period 1st May 2007 to the 1st of March 2008 to an exercise price corresponding to 130 per cent of the average market value during the period 20 -- 26 April 2005.
The right to acquire options is conditional upon a continuous employment as well as the achievement of a certain total profit/loss before financial items and taxes (EBIT) during the financial years 2005 -- 2006.
Promissory notes with options for subscription for 2,700,000 new shares shall be issued to wholly owned subsidiaries in order to secure the company's commitments according to the personnel option scheme.
A total utilization of the proposed options will lead to a dilution of approximately 4,8 per cent of the share and votes.
Bertil Villard, Jan Soderberg and Theodor Dalenson were elected as members of the remuneration committee at the Board meeting immediately after the general meeting.
Pergo is a leading flooring company with leading market positions, particularly in Europe and the US. Net sales amount to approx. SEK 2,8 billion and the number of employees is around 800. Pergo developed laminate flooring at the end of the 1970s and launched the product in Europe during the 1980s. The company started sales in the US in 1994 and later also in Asia 1995 and Latin America 1997. The company's products have been marketed under the PERGO(R) brand name since 1989. The company is listed on the Stockholm Stock Exchange's Attract 40-list. For further information about Pergo, please visit our website www.pergo.com.
This information was brought to you by Waymaker http://www.waymaker.net
The following files are available for download:
http://wpy.waymaker.net/client/waymaker1/WOLReleaseFile.aspx?id=89279&fn=wkr0001.pdf