Press release from the Annual General Meeting of Billerud AB (publ) held on 4 May 2011
Decisions made at the meeting
Adoption of income statement and balance sheet, resolution on dividend
At the Annual General Meeting, the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet for 2010 were adopted. In accordance with the Board’s proposal, the meeting decided that SEK 3.50 per share should be distributed to the shareholders and that the record date for the dividend should be 9 May 2011. The dividend is estimated to be delivered from Euroclear Sweden AB on 12 May 2011.
Election of Board members and Chairman of the Board
The meeting decided to re-elect Ingvar Petersson, Gunilla Jönson, Michael M.F. Kaufmann, Ewald Nageler and Yngve Stade, and to elect Helena Andreas and Mikael Hellberg as ordinary Board members and that no deputy members were to be elected. The meeting also decided to re-elect Ingvar Petersson as Chairman of the Board and Michael M.F. Kaufmann as Deputy Chairman of the Board.
Nominations Committee for 2012 Annual General Meeting
The meeting decided that the nominations committee shall comprise a maximum of four members. The Chairman of the Board shall be the secretary of the Nominations Committee. During the autumn of 2011, the Chairman shall contact the major shareholders (judged by size of shareholding) regarding the formation of a Nominations Committee. The names of the members of the Nominations Committee, and the names of the shareholders they represent, shall be announced no later than six months before the 2012 Annual General Meeting.
The introduction of a Long Term Incentive Programme and transfer of shares under the Long Term Incentive Programme ("LTIP 2011")
The meeting decided on the introduction of LTIP 2011 and of transfer of shares under LTIP 2011. LTIP 2011 comprises a total of maximum 20 managers and other key employees within the Billerud Group. To participate in LTIP 2011, the participants must purchase Billerud shares at market price on NASDAQ OMX Stockholm. Previously held Billerud shares may also be included in the required investment. Thereafter, the participants will, after a three year vesting period, free of charge, be allotted Billerud shares, provided that certain conditions are fulfilled, such as certain performance conditions relating to financial targets during the period 2011-2013.
Authorisation for the Board to decide on the transfer of the company’s own shares
The Meeting decided to authorise the Board, during the period up to the next Annual General Meeting, on one or more occasions and with deviation from preferential rights for shareholders, to decide on transfer of no more than the number of Billerud shares that the company holds at the time of the Board’s decision, either to a third party as payment in connection with acquisition of companies, and/or as a transfer on the stock exchange in order to raise liquid funds for payment in connection with such acquisitions. A transfer on the stock exchange may only be carried out at a price per share within the range of share prices registered for the company at any given time. The company’s existing holding of own shares at the time of the issuance of the notice to the Annual General Meeting was 1,720,314 shares.
Authorisation for the Board to resolve on commission free share sales
The Meeting decided to authorise the Board during the period up to the next Annual General Meeting to resolve on offering Billerud’s shareholders holding fewer than 200 shares the opportunity to sell their Billerud shares free of commission. The cost for the sales is intended to be borne by Billerud. The Board was authorized to resolve on the detailed terms of the sales.
Furthermore the meeting decided on discharge from personal liability for Board Members and the CEO for their administration for the year 2010, on fees for Board Members and remuneration for Committee work and fees for the auditors, and to approve the Board’s proposal for guidelines for remuneration to senior executives.
Stockholm on 4 May 2011
Billerud AB (publ)
President and CEO
For further information, please contact:
Per Lindberg, President and CEO, +46 8 553 335 01 or +46 70 248 15 17
Sophie Arnius, Investor Relations Manager, +46 8 553 335 24 or +46 70 590 80 72
The information is such that Billerud is obligated to publish under the Swedish Securities Market Act. Submitted for publication at 18.00 CET on 4 May 2011.