KISTA, Sweden–(BUSINESS WIRE)–Regulatory News:
The annual general meeting of Enea AB (STO:ENEA) (the “Company”), was
held on Thursday 7 May 2015, 4.30 p.m. at Kista Science Tower, Färögatan
33 in Kista, Stockholm.
The following was decided by the annual general meeting ("AGM").
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 2014.
Dividend
The AGM resolved that no dividend will be paid. Instead, an automatic
program of redemption of shares to a value of SEK 3.60 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 2014. 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. Kjell Duveblad, Mats Lindoff, Robert Andersson and Torbjörn
Nilsson were re-elected as members of the Board and Åsa Sundberg was
elected as new member 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 assignment of
treasury shares
The AGM approved the Board's proposed authorization for the Board to
decide on acquisition and transfer of treasury shares. The decision
implies that acquisition of treasury shares on Nasdaq OMX Stockholm, or
by an offer to all shareholders, may at each time not lead to that held
treasury shares exceed ten per cent of all shares in the Company.
Transfer of treasury shares may be made in other ways than on the
Marketplace, including a right to deviate from the shareholders
preferential rights and that payment may be made by other means than by
cash. A maximum of ten per cent of the total number of the shares in the
Company may be transferred. The authorization stated above may be
utilized on one or several occasions up until the annual general meeting
2016. Acquisitions of shares on the Marketplace may only be made at a
price within the registered price interval at the Marketplace. Transfer
of treasury shares in connection with acquisitions of businesses may be
made at a market price estimated by the board
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 2016, with the aim that the Company shall be able to issue
shares for acquisition of shares or businesses. The issue price shall be
based on market practice and the number of issued shares may at most
equal ten per cent 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 share split, redemption of shares
and a corresponding "bonus issue" increase of the share capital.
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 3.60 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.
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 SEK 303,902 through a cancellation of a total of 277,147
shares. In order to achieve a time efficient cancellation procedure, 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.
For more information visit www.enea.com/investors.
About Enea
Enea is a global supplier of Linux and real-time operating system
solutions, including middleware, tools, databases, and world class
services, with a vision to enable communication everywhere. As a trusted
and respected player in the embedded software eco system, Enea has for
more than four decades delivered value and helped customers develop and
maintain ground-breaking products. Every day, more than three billion
people around the globe rely on Enea's technologies in a wide range of
applications in multiple verticals – from Telecom and Automotive, to
Medical and Avionics. Enea has offices in Europe, North America and
Asia, and is listed on NASDAQ OMX Nordic Exchange Stockholm AB. For more
information please visit www.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 2015.
This information was brought to you by Cision http://news.cision.com
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