BillerudKorsnäs AB (publ) have today, 6 May, held its annual general meeting. The following resolutions were made at the meeting.
Adoption of the annual report, resolution on dividend
The annual general meeting approved the 2013 annual report and resolved to distribute dividend to the shareholders of SEK 2.25 per share. The record date for the dividend was set to 9 May 2014 and the dividend is estimated to be paid out on 14 May 2014.
Election of Board members and Chairman of the Board
The annual general meeting decided to re-elect Jan Homan, Lennart Holm, Gunilla Jönson and Michael M.F. Kaufmann as Board members and to elect Bengt Hammar, Mikael Hellberg and Kristina Schauman as new Board members. The annual general meeting also decided to elect Lennart Holm as new Chairman of the Board and Michael M.F. Kaufmann as new vice Chairman of the Board.
Election of auditor
The annual general meeting decided to re-elect the registered accounting firm Ernst & Young AB as the company's auditor for the period until the close of the 2015 annual general meeting. Ernst & Young AB will appoint the authorised public accountant Lars Träff as auditor-in-charge.
Nomination Committee for the 2015 annual general meeting
The annual general meeting decided that the nomination committee shall comprise four members. During the autumn of 2014, the Chairman of the Board shall contact the major shareholders (judged by size of shareholding) regarding the formation of a Nomination Committee. The names of the members of the Nomination Committee, and the names of the shareholders having appointed the members, shall be announced no later than six months before the 2015 Annual General Meeting.
The introduction of a Long-Term Share Based Incentive Program and transfer of shares under the Long Term Incentive Programme
The annual general meeting decided to introduce a long-term incentive programme ("LTIP 2014"). LTIP 2014 comprises up to 75 executive officers, other key employees and talents within the BillerudKorsnäs group. To participate in LTIP 2014, the participants are required to own BillerudKorsnäs shares. Allotment of BillerudKorsnäs shares is based on the fulfilment of certain target and performance conditions and, in addition, that the participant is employed in BillerudKorsnäs and has maintained their shares throughout a three year vesting period. The allotment of BillerudKorsnäs shares will be effected through a free-of-charge transfer of shares held in treasury by the company after the vesting period. LTIP 2014 has the same structure as the incentive program that was adopted at the 2013 annual general meeting.
In order to facilitate allotment of shares, the meeting decided to approve a transfer, free of charge, of no more than 364,705 BillerudKorsnäs shares held in treasury to the participants in LTIP 2014. Also, it was decided that BillerudKorsnäs may transfer own treasury shares in order to hedge certain costs relating to resolved long term incentive programs and enter into an equity swap agreement with a third party which in its own name may transfer BillerudKorsnäs shares to the participants in LTIP 2014.
Furthermore the annual general meeting decided on discharge from personal liability for Board Members and the CEO for their administration for the year 2013, 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.
|The information is such that BillerudKorsnäs Aktiebolag (publ) is obligated to publish under the Swedish Securities Market Act. Submitted for publication at 16.30 CET, 6 May 2014.
For further information, please contact:
Lennart Holm, Chairman of the Board of Directors, +46 (0)70 630 85 62
Andreas Mattsson, Corporate Legal Counsel +46 (0)8 553 335 16 or +46 (0)72 585 16 78