1 April 2009 р.
IFS Annual General Meeting of Stockholders, April 1, 2009
The Annual General Meeting (AGM) of stockholders in Industrial and Financial Systems, IFS AB (publ), approved the proposed dividend to stockholders of SKr 1.25 per share. The record day for the dividend shall be Monday, April 6, 2009. The dividend is expected to be distributed on Thursday, April 9, 2009. The AGM resolved to discharge the members of the board and the chief executive officer from liability for fiscal year 2008.
Board of directors and fees
Anders Böös (chairman), Ulrika Hagdahl, Bengt Nilsson (deputy chairman), Jacob Palmstierna, and Alastair Sorbie (chief executive officer) were re-elected to the board. Birgitta Klasén and Neil Masom were elected to the board. Christina Stercken and Lars Harrysson, board directors since 2004 and 2008, respectively, have declined re-election. It was resolved that directors’ fees (including remuneration for work on the audit committee) totaling SKr 2.525 million shall be paid, of which SKr 1 million shall be paid to the chairman of the board, and SKr 275,000 to each of the other directors apart from the chief executive officer (CEO). It is proposed that a fee of SKr 100,000 be paid to the chairman and a fee of SKr 50,000 be paid to other directors for work on the audit committee. Auditors’ fees shall be paid as invoiced.
Remuneration of senior executives and incentive program
The AGM adopted the proposal by the board that the guidelines for remunerating senior executives from the previous year continue to apply, with the alterations and additions as outlined below. Variable remuneration for senior executives, including the CEO, shall constitute 100 percent of the basic salary. If less than 80% of the targets are achieved, no variable remuneration shall be paid. If targets are fully achieved, the total remuneration paid by the company to senior executives can amount to a maximum of approximately SKr 10.5 million, of which the variable annual remuneration for 2009 amounts to approximately SKr 3.3 million. If targets are exceeded, variable remuneration of senior executives can amount to a maximum of SKr 7.2 million for 2009.
Furthermore, the AGM adopted the proposal to establish an incentive program which entails that the company offers senior executives and key personnel the opportunity to subscribe for warrants in the company. The warrants will be valued at market price. To stimulate participation in the program, employees will receive one warrant free of charge for each warrant acquired at market price. The proposal entails the issue of not more than 265,000 warrants. Each warrant carries the right to acquire one Series B share at an initial subscription price corresponding to 110 percent of the volume-weighted average price paid for the company’s share on NASDAQ OMX Stockholm between April 22, 2009 and May 5, 2009. After one year, the exercise price shall be adjusted to 120 percent of the average price and after two years to 130 percent of the average price. It is proposed that the warrants have a term of approximately three years.
If all 265,000 warrants are exercised to subscribe for shares, the company’s capital stock will increase by SKr 5,300,000, corresponding to approximately 1.0 percent of the capital stock and 0.7 percent of the voting rights after dilution. In addition to the warrants issued at the AGM in 2008, both programs, if fully subscribed for, can result in a dilution of existing capital stock of approximately 2 percent and just under 1.4 percent of the voting rights. The board shall be responsible for the exact wording and management of the incentive program within the framework of the given terms and conditions, and guidelines. In connection with this, the board shall have the right to make adjustments to fulfill particular legislation or market conditions internationally.
The purpose of the incentive program is to create conditions for retaining and recruiting competent personnel and to increase employee motivation. The board considers that the introduction of a participation program will benefit the group and the company’s stockholders.
Authorization of the board to reduce capital stock by cancelling repurchased shares
In accordance with the authorization granted by the preceding AGM the company has repurchased 400,000 of its own Series B shares. The AGM resolved to reduce the capital stock of the company by SKr 8,000,000 by withdrawing the 400,000 Series B shares without repayment. The reduction amount shall be allocated to the company’s reserve fund to be used as the AGM determines.
Authorization of the board to resolve to repurchase shares
The AGM adopted the proposal by the board to authorize the board to resolve, on one or more occasions until the next AGM, to acquire a total number of Series B shares in such an amount that the company’s stockholding on each occasion does not exceed 10 percent of the total number of shares in the company. The shares shall be acquired through NASDAQ OMX Stockholm and only at a price within the registered interval on each occasion, by which is meant the interval between the highest buying price and the lowest selling price. The purpose of the authorization is to accord the board a greater opportunity to continuously adjust the company’s capital structure and thereby contribute to increased stockholder value.
The AGM adopted the proposal by the board to establish a nomination committee consisting of the chairman of the board, a representative of the company’s principal owner, a representative of each of the largest institutional stockholders in the company and a representative of the founders, as of August 31. The representative of the principal owner shall convene and chair the nomination committee. If the representative of the company’s principal owner or the representatives of the two largest institutional stockholders waive their right to appoint a member of the nomination committee, such right shall be transferred to the stockholder who represents the largest stockholding after the above-mentioned stockholders. The nomination committee shall prepare and submit to the AGM proposals concerning the election of the chairman of the AGM, the chairman of the board and other directors, directors’ fees and auditors’ fees (including remuneration for committee work where appropriate), and the procedures for establishing a nomination committee. The composition of the nomination committee shall be announced as soon as the nomination committee has been appointed, but not later than six months before the AGM. The term of office of the nomination committee extends until a subsequent nomination committee is appointed. The nomination committee shall not be remunerated.
IFS is a public company (OMX STO: IFS) founded in 1983 that develops, supplies, and implements IFS Applications™, a fully-integrated, component-based extended ERP suite built on SOA technology. The company has more than 2,000 customers in more than 50 countries and focuses on seven main industries: aerospace & defense, utilities & telecom, manufacturing, process industries, automotive, retail & wholesale distribution, and construction contracting & service management. IFS has 2,700 employees and net revenue in 2008 was SKr 2.5 billion. IFS Applications is a trademark of Industrial and Financial Systems, IFS AB (publ). All other referenced company or product names are trademarks or registered trademarks of their respective owners. The information is that which IFS is required to declare by the Securities Business Act and/or the Financial Instruments Trading Act. The information was submitted for publication on April 1, 2009, at 6:30 p.m.