Communiqué from the Annual General Meeting of IAR Systems Group (publ) on April 29, 2015
Stockholm, Wednesday, April 29, 2015
In accordance with the Board’s proposal, a dividend of SEK 5.00 per share will be paid for the financial year 2014. The record date was set for Monday, May 4, 2015. Dividends are expected to be disbursed by Euroclear Sweden AB on Thursday, May 7, 2015.
Election of Board members and Board Chairman and determination of board fees
As regular Board members, the AGM re-elected Markus Gerdien, Peter Larsson, Jonas Mårtensson, Stefan Skarin and end elected Maria Wasing as new Board member. Karin Moberg has declined re-election. The AGM re-elected Markus Gerdien as Board Chairman.
The AGM furthermore resolved that board fees would be paid in an annual amount of SEK 325,000 to the Board Chairman and SEK 150,000 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 company’s independent auditor, the AGM re-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, 2015, at the latest, the Board Chairman shall convene the company’s three largest shareholders or known 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 appointed as a member of the nominating committee. The composition of the nominating committee shall be announced no later than six months before the 2016 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 sale 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 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 furthermore authorized the Board to decide on the sale of treasury shares in exchange for cash payment with deviation from the shareholders’ pre-emptive rights or as payment for the acquisition of companies or operations.
Stockholm Wednesday, April 29, 2015
Board of Directors
IAR Systems Group AB (publ)