Decisions by the annual general meeting of Cision AB (publ) 2 April 2009


Decisions by the annual general meeting of Cision AB (publ) 2 April 2009 

Cision AB (publ) (“the Company”) held its annual general meeting on Thursday.
The annual general meeting decided that the Company's earnings should be
allocated in accordance with the board's proposal. 
In his presentation to the annual general meeting, the CEO Hans Gieskes,
reported on the financial year 2008 and the beginning of the financial year
2009.
The annual general meeting discharged the board members and the CEO from
personal liability for the financial year 2008. The ordinary board members
Anders Böös, Pia Gideon, Thomas Heilmann, Peter Leifland, Gunilla von Platen and
Hans-Erik Andersson were re-elected. Hans Gieskes and 
Alf Blomqvist were newly-elected as ordinary board members. Anders Böös was
re-elected as chairman of the board. 
The board meeting following election appointed Peter Leifland and Alf Blomqvist
as members of the compensation committee and Hans-Erik Andersson and Anders Böös
as members of the audit committee.  
The annual general meeting decided that the nomination process that is presently
applied regarding the Company's election committee also will form the basis of
future nomination processes. 

Long-term incentive plan
The annual general meeting decided to adopt a long-term incentive plan (the"Plan") running over three years for a circle of ten senior executives and key
employees (the "Participants") in the Company under which the Participants will
be offered 2,250,000 employee stock options entitling them to acquire 2,250,000
shares in the Company during the period 3 April 2009 - 30 April 2012 (the"Exercise Period"). The right to exercise the vested employee stock options is
contingent on continued employment (20 per cent. of the total amount of employee
stock options) and vest with one third per year, and the remaining employee
stock options (the "Performance Options") vest if certain performance
conditions, related to the share price of the Company, are fulfilled where one
third of the Performance Options will vest on an annual basis if the
volume-weighted average price of the Company's share exceeds the below mentioned
exercise price by 100, 200 and 300 per cent. for ten consecutive trading days.
The total vesting of Performance Options during year one is limited to one third
of the total Performance Options and for year two, two thirds of the Performance
Options. If the vesting conditions for the Performance Options are met in year
one or year two, the limitation means that the deferred part will vest in the
subsequent year.

The annual general meeting further decided that the price at which the employee
stock options may be exercised shall correspond to 130 per cent. of the
volume-weighted average price of the Company's share on NASDAQ OMX Nordic
Exchange Stockholm AB during the measure period 2 March - 3 April 2009.

Upon exercise of all employee stock options, the Company's share capital will
increase by up to SEK 3,375,000, corresponding to maximum 3.0 per cent. of the
Company's current share capital and number of votes. Together with the
outstanding convertible bond program, the Plan will result in a combined
dilution of maximum 3.9 per cent. of the Company's registered share capital and
number of votes.

Based on the assumption that 20 per cent. of the employee stock options offered
will vest or will lapse due to employee turnover the cost according to IFRS 2
recognized for the employee stock options is estimated to amount to
approximately MSEK 0,4 during the Exercise Period of the Plan. The Plan is also
expected to result in costs for the Company in the form of social security
charges. Based on a theoretical assumption that the share price will amount to
SEK 5.00 at exercise, the social security charges for the Plan are estimated to
amount to approximately MSEK 0.01 after three years. If the share price at
exercise is SEK 10.00, SEK 15.00 or SEK 20.00, respectively, then social
security costs for the Plan are estimated to amount to approximately MSEK 1.1,
MSEK 2.2  and MSEK 3.2, respectively after three years.

PricewaterhouseCoopers AB has calculated the valuation of the stock employee
options categorized according to the vesting period to the interval SEK
0.25-0.32. The value of the Performance Options amounts to the interval SEK
0.02-0.16. The probability of early exercise of the stock employee stock options
has been taken into account. The calculations have been performed using a
generally accepted option valuation method (Monte Carlo simulation).
In order to hedge the Company's obligations to deliver shares under the Plan,
the annual general meeting decided, with deviation from the pre-emption right of
the shareholders, on an issue of warrants to subscribe for shares to a wholly
owned subsidiary. The subsidiary may without consideration during the period 2
April 2009 - 31 May 2009 subscribe for no more than 2,250,000 warrants for a
subscription price corresponding to the above mentioned exercise price.
Subscription for shares can be made throughout the Exercise Period.
A complete description of the decided Plan is available at www.cision.com.

Principles for remuneration and other terms of employment 
The annual general meeting approved the adoption of the principles for
remuneration and other terms of employment for the Company's CEO and senior
executives and the extent and main principles of the Company group's long term
incentive program. The purpose is for the Company group to offer a reward system
that is competitive, business driven, performance focused and meets the highest
standards on ethics and morals.

Except for the specified exemption for the CEO, the proposed principles mainly
correspond to the remuneration which has been paid in previous years and are
based on existing agreements between the Company and the Company's senior
executives. The principles apply to the CEO, senior executives who report
directly to the CEO as well as selected other senior executives in the Company
group. The remuneration structure for the Company's senior executives shall
comprise of fixed and variable salary, pension, other benefits and the long-term
incentive plan.

The fixed salary shall be a competitive market salary which is renegotiated on a
yearly basis. The variable remuneration is paid in the form of an annual
performance based bonus. The target bonus for the Company's senior executives
varies depending on the position. The target for the CEO is 60 per cent. of the
fixed annual salary and the maximum bonus is 100 per cent. of the fixed annual
salary when performance exceeds targets. For the Company's senior executives,
the target bonus is 30-50 per cent. of the fixed annual salary with a maximum of
60-100 per cent. of the fixed annual salary. The bonus is based on the
achievement of EBIT related targets. Pensions and other benefits shall be on
market terms.

For further information, please contact:
Hans Gieskes, President and CEO
Telephone: +46 8 507 410 11

Erik Forsberg, Vice President and CFO
Telephone: +46 8 507 410 91

Cision AB
114 88  Stockholm, Sweden
Telephone: +46 8 507 410 00
www.cision.com


Cision empowers businesses to make better decisions and improve performance
through its CisionPoint software solutions for corporate communication and PR
professionals. Powered by local experts with global reach, Cision delivers
relevant media information, targeted distribution, media monitoring, and precise
media analysis. Cision has offices in Europe, North America and Asia, and
partners in 125 countries. Cision AB is quoted on the Nordic Exchange with a
turnover of SEK 1.8 billion in 2008.

This press release is also available at www.cision.com 

Pièces jointes

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