Report from Atlas Copco’s Annual General Meeting 2011
April 21, 2011
Stockholm, Sweden, April 21, 2011: Atlas Copco AB yesterday held its Annual General Meeting, chaired by Sune Carlsson, Chair of the Board of Directors.
The income statements and the balance sheets of the parent company and the Group were approved, together with the Board’s proposal for profit distribution.
The proposed dividend of SEK 4.00 per share was approved. Record day for the dividend is April 27, 2011, and the dividend is estimated to be distributed by Euroclear Sweden AB on May 2, 2011.
Nine Board members were re-elected: Sune Carlsson, Jacob Wallenberg, Staffan Bohman, Ulla Litzén, Anders Ullberg, Margareth Øvrum, Johan Forssell, Gunilla Nordström and Ronnie Leten.
The Annual General Meeting re-elected Sune Carlsson as Chair of the Board, and Jacob Wallenberg as vice Chair.
The Board of Directors’ fee was resolved as follows:
A fee of SEK 1 750 000 (1 500 000) to the chair, SEK 645 000 (550 000) to the vice chair and SEK 525 000 (450 000) to each other Board member not employed by the company. An unchanged fee to the members of the Audit Committee, at SEK 200 000 to the Chairman and SEK 125 000 to the other members of this committee. Unchanged fees of SEK 60 000 to each of the members of the Remuneration Committee and fees of SEK 60 000 to each Board member who, in addition to the above, participates in a committee in accordance with a decision of the Board of Directors.
The Annual General Meeting approved the suggestion allowing Board members to receive half of the Board fee in the form of synthetic shares and the remaining part in cash. The Annual General Meeting also approved that the obligation of the company to pay an amount corresponding to the synthetic shares shall be hedged through the purchase of own series A shares.
The Annual General Meeting approved the proposal of the Board of Directors regarding guiding principles for remuneration to senior executives and a performance stock option plan for 2011.
The Annual General Meeting authorized the Board to decide on the purchase of own series A shares, in order to fulfill obligations related to the performance stock option plan for 2011, and to the part of the Board fee that consists of synthetic shares. The Board was authorized to transfer shares in order to fulfill obligations related to the performance stock option plans for 2006-2009 and 2011, and to cover costs related to synthetic shares to the Board of Directors.
The Annual General Meeting approved the proposal regarding the Nomination Committee and its tasks.
Automatic redemption procedure
The Annual General Meeting resolved on an automatic redemption procedure in accordance with the Board of Directors’ proposal. The redemption procedure means that approximately MSEK 6 069, or SEK 5 per share, will be distributed to the shareholders, in addition to the ordinary dividend of SEK 4 per share, corresponding to SEK 9 per original share in total.
The redemption procedure includes
· Changes to the company’s Articles of Association, so that the limits of the number of shares that may be issued by the company is increased from a minimum 500 million and a maximum 2 000 million to a minimum 1 000 million and a maximum 4 000 million. The permitted number of shares of series A and series B respectively is increased from 2 000 million of each to 4 000 million of each. The words “not later than 4 p.m.” in §9 are removed to better comply with the Swedish Company Act.
· Share split, whereby each existing share, of series A as well as of series B, is divided into two shares, of which one is to be named a redemption share.
· Reduction of the share capital for repayment to the shareholders by redemption of 1 229 613 104 redemption shares, of which 839 394 096 of series A and 390 219 008 of series B.
· Increase of the share capital by SEK 393 004 095 by way of a bonus issue, without issuing of shares.
Record day for the share split will be May 13, 2011. The redemption shares will be traded on NASDAQ OMX Stockholm from May 16 – June 8, 2011, upon which all redemption shares will be redeemed. Payment of the redemption amount is expected to take place on June 16, 2011.
Statutory Board meeting
A statutory Board meeting was held after the Annual General Meeting. Ulla Litzén, Chair, Sune Carlsson, Staffan Bohman and Johan Forssell were re-elected to serve on the Audit Committee. Sune Carlsson, Chair, Jacob Wallenberg and Anders Ullberg were re-elected as members of the Remuneration Committee.
The speech to the shareholders by Atlas Copco’s President and CEO Ronnie Leten will be published on the Group's website: www.atlascopco.com/agm, where also the minutes from the Annual General Meeting will be published.
For further information please contact:
Daniel Frykholm, Media Relations Manager
46 (0)8 743 8060 or 46 (0)70 865 8060
Atlas Copco discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act.