Annual General Meeting 2011

Annual General Meeting 2011

The Annual General Meeting (AGM) re-elected sitting Board members Peter Larsson, Karin Moberg, Jonas Mårtensson and Stefan Skarin, and elected Markus Gerdien as a new Board member. The AGM appointed Peter Larsson as Board Chairman. The AGM also resolved that Board fees would be paid in an annual amount of SEK 300,000 to the Board Chairman and SEK 125,000 to each of the other Board members. No fees will be paid to Board members who are employed in the company. The AGM resolved to appoint a Nominations Committee in which the Board Chairman shall call together the company’s three largest shareholders in terms of voting power, each of which shall then have the right to appoint one member to the Nominations Committee. Furthermore, the Board Chairman may be appointed as a member of the Nominations Committee.

The AGM resolved that no dividend would be paid.

The AGM resolved that the company shall issue not more than 1,168,856 subscription warrants, each of which shall entitle the holder to subscribe for one class B share in IAR Systems Group AB. The subscription price shall be equal to 150% of the average price of the IAR Systems Group’s class B share during the period from June 7 to June 17, 2011. The warrants may be subscribed for by the wholly owned subsidiary IAR Systems AB, with the right and obligation to offer the Group’s employees the opportunity to acquire the warrants at a market premium. The AGM also approved the sale of the warrants in accordance with the program.

The Board was authorized, on one or several occasions during the period until the next AGM, to decide on the issue of new class B shares in a maximum number equal to 10% of all registered shares in the company on the date of the AGM in exchange for non-cash consideration. The motive for the authorization is to provide opportunity for acquisitions with payment in kind.

The Board was also authorized to decide on the repurchase of a maximum number of class B shares whereby the company’s holding of treasury shares at no time exceeds 10% of all registered shares in the company. The motive for the authorization is to give the Board greater freedom of action in optimizing the company’s capital structure. In addition, the Board was authorized to decide on the sale of treasury shares as payment in the acquisition of companies or operations.

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