Report from Enea AB’s Annual General Meeting


STOCKHOLM, Sweden, 10 April, 2013 – The annual general meeting of Enea AB (publ)
was held on Wednesday 10 April 2013, 4:00 pm at Kista Science Tower, Färögatan
33, Kista, Sweden.

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 2012.

Dividend

The AGM resolved that no dividend will be paid. Instead, an automatic program of
redemption of shares to a value of SEK 3.00 per share was approved by the AGM.

Board of Directors and auditors

The AGM discharged the members of the Board of Directors and the Managing
Director from liability for the financial year 2012. The AGM resolved that the
Board members shall consist of six permanent elected members by the AGM, with no
deputies. Anders Skarin was elected as Board Chairman. Åsa Landén Ericsson,
Kjell Duveblad, Mats Lindoff, Robert Andersson and Torbjörn Nilsson were re
-elected as members of the Board. Öhrlings PricewaterhouseCoopers was elected as
auditor.

Board and auditor fees

The AGM approved board fees of SEK 1 600 000 to be apportioned between the
members of the Board with SEK 420 000 to the Board Chairman and SEK 200 000 to
each of the other Board members elected by the AGM. It was also established that
SEK 180 000 shall be apportioned between the members of the Board after input
and participation in committee work. 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 2014.
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 2014,
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.

Reduction of the share capital and a corresponding “bonus issue” increase of the
share capital

The AGM approved the Board’s proposal to reduce the share capital of the Company
by approx. SEK 628 464.02 through a cancellation of a total of 604 613 shares.
In order to achieve a time efficient cancellation procedure without the need for
permission by the Swedish Companies’ Registration Office or an ordinary court of
law, the AGM approved the Board’s proposal to restore the Company’s share
capital to its original amount by increasing the share capital by means of a
bonus issue without issuing new shares by transferring the amount of issue from
the Company’s non-restricted reserve to the Company’s share capital.

The board’s proposition to reduce the statutory reserve fund

The AGM approved the Board’s proposal to reduce the Company’s statutory reserve
fund with a total of SEK 280 610 402. From this amount, a maximum amount of SEK
51 163 434 shall be used within the redemption program. The remaining amount
shall be transferred to the Company’s non-restricted reserve.

The execution is further to be conditioned by permission from the Swedish
Companies’ Registration Office, or in case of dispute, the permission from an
ordinary court of law.

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 3.00 SEK per redemption share. The redemption is automatic, i.e. no
action is required from the shareholders.

The AGM authorized the board to set the record day for the share split and
redemption respectively as well as the period for trading of redemption shares.

Further information about the redemption program can be found in the previously
published information folder available on Enea’s website.
For more information visit www.enea.com/investors, contact

Anders Lidbeck, President & CEO
E-mail: anders.lidbeck@enea.com

Catharina Paulcén, SVP Marketing & Communications
Phone: 46 709-714133
E-mail: catharina.paulcen@enea.com
About Enea
Enea is a global vendor of Linux and Real-time operating system solutions
including middleware, tools, protocols and services. The company is a world
leader in developing software platforms for communication-driven products in
multiple verticals, with extreme demands on high-availability and performance.
Enea’s expertise in operating systems and high availability middleware shortens
development cycles, brings down product costs and increases system reliability.
The company’s vertical solutions cover telecom handsets and infrastructure,
medtech, automotive and mil/aero. Enea has offices in Europe, North America and
Asia, and is listed on NASDAQ OMX Nordic Exchange Stockholm AB. For more
information please visit enea.com or contact us at info@enea.com.

Enea®, Enea OSE®, Netbricks®, Polyhedra® and Zealcore® are registered trademarks
of Enea AB and its subsidiaries. Enea OSE®ck, Enea OSE® Epsilon, Enea® Element,
Enea® Optima, Enea® Optima Log Analyzer, Enea® Black Box Recorder, Enea® LINX,
Enea® Accelerator, Polyhedra® Lite, Enea® dSPEED Platform, Enea® System Manager
and Embedded for Leaders(TM) are unregistered trademarks of Enea AB or its
subsidiaries. Any other company, product or service names mentioned above are
the registered or unregistered trademarks of their respective owner. © Enea AB
2013.

Attachments

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