Annual General Meeting 2012
Communiqué from the Annual General Meeting of IAR Systems Group AB (publ) on April 24, 2012
In accordance with the Board’s proposal, a dividend of SEK 1.00 per share will be paid for the financial year 2011. The record date was set for Friday, April 27, 2012. Dividends are expected to be disbursed by Euroclear Sweden AB on Thursday, May 3, 2012.
Election of Board members and Board Chairman and determination of board fees
As regular Board members the AGM re-elected Peter Larsson, Markus Gerdien, Karin Moberg, Jonas Mårtensson and Stefan Skarin. The AGM elected Peter Larsson as Board Chairman.
The AGM furthermore 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 are paid to the Board members who are employed in the company.
Election of auditor
As the new auditor, the AGM elected Deloitte AB with Authorized Public Accountant Erik Olin as Auditor in Charge.
The AGM resolved to appoint a nominating committee essentially according to the following principles. By September 30, 2012, at the latest, the Board Chairman shall convene the company’s three largest shareholders or shareholder groups in terms of voting power, each of which shall then have the right to appoint one member to the nominating committee. In addition, the Board Chairman may be a member of the nominating committee. The composition of the nominating committee shall be announced at no later than six months before the 2013 AGM.
New issue of shares
The Board was authorized, on one or several occasions during the period until the next AGM, to decide on the new issue of class B shares in a number equal to not more than 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 opportunities for acquisitions with payment through a non-cash issue.
Repurchase and transfer of treasury shares
The Board was authorized, on one or several occasions during the period until the next AGM, to decide on the purchase of a maximum number of class B treasury shares whereby the holding of treasury shares at no time exceeds 10% of all registered shares in the company. The shares shall be acquired on NASDAQ OMX Stockholm at a price that is within the registered price interval at any given time. The motive for the authorization is to give the Board greater freedom of action in optimizing the company’s capital structure. The AGM also authorized the Board to decide on the transfer of treasury shares as payment for the acquisition of companies and operations.
Stockholm, Tuesday, April 24, 2012
The Board of Directors
IAR Systems Group AB (publ)