3 April 2008 р.
IFS Annual General Meeting of Stockholders, April 3, 2008
The Annual General Meeting (AGM) of stockholders in Industrial and Financial Systems, IFS AB (publ), approved the proposed dividend to stockholders of SKr 0.10 per share. The record day for the dividend shall be Tuesday, April 8, 2008. The dividend is expected to be distributed on Friday, April 11, 2008. The AGM resolved to discharge the members of the board and the chief executive officer from liability for fiscal year 2007.
Board of directors and fees
Anders Böös (chairman), Ulrika Hagdahl, Bengt Nilsson (deputy chairman), Jacob Palmstierna, Alastair Sorbie (chief executive officer) and Christina Stercken were re-elected to the board. Lars Harrysson was elected to the board. Lars Harrysson, born in 1952, is chief executive officer of Arkitektkopia AB, chairman of the board of Strand Interconnect AB, and a member of the board of Thalamus Networks AB. It was resolved that a director’s fee of SKr 1,000,000 be paid to the chairman and SKr 275,000 be paid to other board members apart from the chief executive officer. It was also resolved 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 75 percent of the basic salary. Variable remuneration of senior executives in fiscal 2008 is not expected to exceed SKr 5.6 million.
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 2,700,000 warrants (before the reverse split). Each warrant carries the right to acquire one Series B share at an initial subscription price corresponding to 110 percent of the average price paid for the company’s share on the OMX Nordic Exchange Stockholm between April 23, 2008 and April 29, 2008. 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.
The right to subscribe for warrants shall accrue to wholly owned subsidiaries, which will transfer the warrants to current and future senior executives and key personnel. The company CEO shall be assigned no more than 810,000 warrants, employees in corporate management no more than 540,000 warrants each, and other senior executives and key personnel no more than 270,000 warrants each.
If all 2,700,000 warrants are exercised to subscribe for shares, the company’s capital stock will increase by SKr 5,400,000, corresponding to approximately 1.0 percent of the capital stock and 0.7 percent of the voting rights after dilution. 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.
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.
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 the Stockholm Stock Exchange 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 as well as directors’ fees. Where appropriate, the nomination committee shall submit proposals concerning the election of auditors and auditors’ fees as well as remuneration for committee work where appropriate. 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. Expenses incurred by the nomination committee shall be refunded by the company.
Reverse share split
The AGM resolved to implement a reverse stock split of 1:10, as a result of which 10 shares of each series will be converted to 1 share of the same series. The proposal involves an amendment to §5 of the articles of association of the company such that the number of shares in the company shall amount to a minimum of 7,000,000 and a maximum of 28,000,000. Furthermore, §11 of the articles of association shall be amended such that a maximum of 28,000,000 shares can be issued in each series. The board was authorized to implement a new share issue of a maximum amount of 9 Series A shares and 9 Series B shares by means of which the number of shares in the company is evenly divisible by 10.
Amendment of the articles of association
The AGM resolved to amend the limits on the capital stock in §4 of the articles of association to a minimum of SKr 500,000,000 and a maximum of SKr 2,000,000,000 and a corresponding amendment of the limit on the number of shares in §5 to a minimum of 25,000,000 and a maximum of 100,000,000. Further, it was resolved that §11 of the articles of association be amended such that a maximum of 100,000,000 shares may be issued in each series. The reason for the resolution is to enable future share issues in the company without having to amend the articles of association as the current capital stock is close to the maximum amount permitted by the articles of association.
IFS (OMX STO: IFS), the global enterprise applications company, provides ERP solutions which enable organizations to respond quickly to market changes. The solutions allow resources to be used in a more agile way to achieve better business performance and competitive advantage. Founded in 1983, IFS has 2,600 employees worldwide. With IFS Applications™, now in its seventh generation, IFS has pioneered component-based ERP software. The component architecture provides solutions that are easier to implement, run and upgrade. IFS Applications is available in 54 countries in 22 languages. IFS has over 600,000 users across seven key vertical sectors: aerospace & defense; automotive; manufacturing; process industries; construction, contracting & service management; retail & wholesale distribution and utilities & telecom. IFS Applications provide extended ERP functionality, including CRM, SCM, PLM, CPM, enterprise asset management, and MRO capabilities.