April 29, 2015
Stockholm, Sweden, April 29, 2015: Atlas Copco AB on Tuesday April 28 held its Annual General Meeting, chaired by Hans Stråberg, 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 6 per share to be paid in two equal instalments of SEK 3 was approved. The record date for the first instalment is April 30, 2015 and for the second instalment it is October 30, 2015. The first instalment is expected to be distributed by Euroclear Sweden AB on May 6, 2015 and the second instalment on November 4, 2015.
Nine board members were re-elected: Staffan Bohman, Johan Forssell, Ronnie Leten, Ulla Litzén, Gunilla Nordström, Hans Stråberg, Anders Ullberg, Peter Wallenberg Jr and Margareth Övrum. Hans Stråberg was re-elected as Chair of the Board.
The Board of Directors’ fee was approved as follows:
A fee of SEK 1,900,000 to the Chair and SEK 600,000 to each of the other Board members not employed by the Company. A fee to the members of the Audit Committee consisting of SEK 225,000 to the Chair and SEK 150,000 to the other members of this committee. Unchanged fees of SEK 60,000 to each of the members of the Remuneration Committee. Unchanged 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 proposal 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 re-elected Deloitte AB as the Company’s auditing company.
The Annual General Meeting approved the proposal of the Board of Directors regarding guiding principles for remuneration to senior executives (CEO and other members of Group management) and a performance based personnel option plan for 2015.
The Annual General Meeting authorized the Board to decide on the purchase and transfer of own series A shares, in order to fulfill obligations related to the performance stock option plan for 2015, and to the part of the board fee that consists of synthetic shares. The Board was authorized to sell shares in order to fulfill obligations related to the performance stock option plans for 2010, 2011 and 2012, and to cover costs related to synthetic shares to the Board of Directors.
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 7,302 or SEK 6 per share, will be distributed to the shareholders, in addition to the ordinary dividend of SEK 6 per share, corresponding to SEK 12 per original share in total.
The redemption procedure includes
- Split of each series A share and series B share (so-called share split) into two shares, one of which will be a redemption share.
- Reduction of the share capital for repayment to the shareholders by way of redemption of 1 229 613 104 redemption shares (whereby shares of series A and series B will be redeemed in proportion to the number of shares of the respective series issued).
- Increase of the share capital by SEK 393 004 095 by way of a bonus issue, whereby the Company’s non-restricted equity is to be used.
Last trading day including right to receive redemption share is May 13, 2015. The redemption shares will be traded on Nasdaq Stockholm from May 19 – June 9, 2015, upon which all redemption shares will be redeemed. Payment of the redemption amount is expected to take place on June 16, 2015.
A statutory Board meeting was held after the Annual General Meeting. Ulla Litzén, Chair, Staffan Bohman, Johan Forssell and Hans Stråberg were re-elected to serve on the Audit Committee. Hans Stråberg, Chair, Anders Ullberg and Peter Wallenberg Jr 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 the minutes from the Annual General Meeting will also be published.
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