Report from Enea AB's Annual General Meeting

Report from Enea AB's Annual General Meeting

 

STOCKHOLM, Sweden, 7 April, 2011 - The annual general meeting of Enea AB
(publ) was held on Thursday 7 April 2011, 4:00 pm at Enea AB,
Skalholtsgatan 9, Kista.

The following was decided by the annual general meeting.

Adoption of the profit and loss account and the balance sheet

The AGM adopted the profit and loss accounts and the balance sheets of
the Parent Company and the Group for the financial year 2010.

Dividend

The AGM resolved that no dividend will be paid. Instead, an automatic
program of redemption of shares to a value of SEK 5.00 per share was
approved by the AGM.

Board of Directors

The AGM discharged the members of the Board of Directors and the
Managing Director from liability for the financial year 2010. The AGM
resolved that the Board members shall consist of five permanent elected
members by the AGM, with no deputies.  Anders Lidbeck was re-elected as
Board Chairman and Åsa Landén Ericsson, Anders Skarin, Kjell Duveblad
and Mats Lindoff were re-elected as members of the Board.

Board and auditor fees

The AGM approved board fees of SEK 1 250 000 to be apportioned between
the members of the Board with SEK 380 000 to the Board Chairman and SEK
175 000 to each of the other Board members elected by the AGM.
Unchanged, it was also established that SEK 170 000 shall be apportioned
between the members of the Board after input and participation in
committee work. The Board shall have disposal of SEK 500 000 for
extraordinary efforts. The auditor shall be entitled to fair
compensation as per agreed invoice.

The Nominating committee

The AGM approved the proposed rules for the nominating committee. 

Authorization for the Board to decide on acquisition and sale of own
shares

The AGM approved the Board's proposed authorization for the Board to
decide on acquisition and sale of own shares. The decision implies that
the number of own shares that may be acquired, on Nasdaq OMX Stockholm
or by an offer to all shareholders, is subject to the maximum of own
holdings at each time is not exceeding 10% of all shares in the Company.
Acquisition of shares on the stock exchange may only be to a price that
is registered, at each time, in the spread interval on the stock
exchange. Sale, in the context of exchange, may be to a market value
assessed by the Board. The authorization lasts until the AGM 2012. The
purpose of the authorization is to give the Board the opportunity to
adjust the capital structure of the Company.

Guidelines for remuneration to senior executives

The AGM approved the Board's proposed guidelines for remuneration and
other conditions of employment to senior executives.

Authorization for the Board to decide on new share issue for share and
business acquisitions

The AGM approved the Board's proposed authorization for the Board to
decide on new share issue for share and business acquisitions until the
time of AGM 2012, with the aim that the Company shall be able to issue
shares for acquisition of shares or business. The issue price shall be
established in accordance with the market and not be more than 10 % of
the number of outstanding shares on the day of the notice of the AGM.

Redemption of shares

The AGM approved the Board's proposed imposition of an automatic program
for redemption of shares involving a split, redemption of shares and an
issue of bonus shares.

Summary of terms for the redemption program:

Each Enea share is split into two shares. One of the shares is called a
redemption share.

The redemption shares are automatically redeemed against payment of 5.00
SEK per redemption share. The payment is estimated to 13 May 2011.

The redemption is automatic, i.e. no action is required from the
shareholders.

The record day for the split and the right to receive a redemption share
is 18 April 2011.

Trading in redemption shares will take place on NASDAQ OMX Stockholm
during the period 20 April-5 May 2011.

Upon redemption of shares in Swedish limited liability companies the
amount payable to foreign shareholders is normally subject to
withholding tax. Swedish withholding tax should however not apply on the
sales price for redemption shares that are sold during the trading
period.

Amendment of the Articles of Association
The AGM approved the Board's proposed amendment of the Articles of
Association's provisions regarding the minimum and maximum number of
shares and minimum and maximum amount in share capital.  

Reduction of the share capital and bonus issue

The AGM decided to cancel a portion of  the shares, that was bought back
due to earlier buy-back authorizations, by reducing the share capital
with SEK 428 488.83 by cancelling 422 080 shares without reimbursement
for allocation to non-restricted reserves. In order to avoid the
registration office permission, the AGM decided on the same time on a
bonus issue whereby the share capital increases by SEK 428 488.83
without issuing new shares and by utilization of non-restricted
reserves.

 

For more information

Per Åkerberg, President & CEO
Phone: 46 8 50 71 40 00
Email: per.akerberg@enea.com (per.akerberg@enea.com)

Catharina Paulcén, VP Corporate Communications
Phone: 46 8 50 71 40 00
Email: catharina.paulcen@enea.com (catharina.paulcen@enea.com)