Press release from the Annual General Meeting of Billerud AB (publ) held on 4 May 2010
Decisions made at the meeting Dividend The meeting decided, in accordance with the Board’s proposal, that SEK 0.50 per share should be distributed to the shareholders and that the record date for the dividend should be 7 May 2010. The dividend is estimated to be delivered from Euroclear Sweden AB on 12 May 2010. Election of Board members and Chairman of the Board The meeting decided to re-elect Ingvar Petersson, Gunilla Jönson, Michael M.F. Kaufmann, Per Lundberg, Ewald Nageler, Yngve Stade and Meg Tivéus 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 2011 Annual General Meeting The meeting decided that the nominations committee shall comprise a maximum four members. The Chairman of the Board shall be the secretary of the Nominations Committee. During the autumn of 2010 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 published six months at the latest before the 2011 Annual General Meeting and be based upon the known shareholding immediately before the announcement. Unless Committee members decide otherwise, the chairman of the Nominations Committee shall be the member representing the largest shareholder (judged by size of shareholding). The Committee forms a quorum when more than half of its members are present. Transfer of shares due to the decision on Long Term Incentive Programme at the Annual General Meeting of 2007 ("LTIP 2007") The meeting decided in order to fulfill its obligations under the LTIP 2007 on transfer of a maximum of 160,000 of the company's own shares to be transferred to participants in the LTIP 2007 in the form of so-called matching shares and performance shares and that the Board shall be entitled to transfer a maximum of 50,000 shares of the total own possession of shares in Billerud, in order to cover certain costs, mainly social security costs, relating to LTIP 2007. Transfer of the shares shall be affected on NASDAQ OMX Stockholm at a price within the price interval registered at each time for the share. The reasons for the deviation from the shareholders’ preferential rights are that it is an advantage for Billerud to transfer shares in accordance with the proposal in order to meet the requirements of the approved incentive program. The introduction of Long Term Incentive Programme 2010 and transfer of shares under the Long Term Incentive Programme ("LTIP 2010") The meeting decided on the introduction of LTIP 2010 and of transfer of shares under LTIP 2010. LTIP 2010 comprises a total of maximum 90 managers and other key employees within the Billerud Group. To participate in LTIP 2010, 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 alloted Billerud shares, provided that certain conditions are fulfilled, such as certain performance conditions relating to financial targets during the period 2010-2012. 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 Billerud own 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. Other Furthermore the meeting decided to adopt the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet for 2009, on discharge from personal liability for Board Members and the CEO for their administration for the year 2009, 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. Solna on 4 May 2010 Billerud AB (publ) Per Lindberg President and CEO For further information, please contact: Per Lindberg, President and CEO, +46 8 553 335 01 or +46 70 248 15 17 Bertil Carlsén, CFO, +46 8 553 335 07 or +46 730 211 092 The information is such that Billerud is obligated to publish under the Swedish Securities Market Act. Submitted for publication at 18.20 p.m. on 4 May 2010.