ENEA AB 
By
STOCKHOLM, Sweden, 11 April, 2012 - The annual general
meeting of Enea AB (publ) was held on Wednesday 11 April
2012, 4:00 pm at Kista Science Tower, Färögatan 33, Kista,
Sweden.
The following was decided by the annual general
meeting.
Adoption of the profit and loss account and the balance
sheet
The AGM adopted the profit and loss accounts and the
balance sheets of the Parent Company and the Group for the
financial year 2011.
Dividend
The AGM resolved that no dividend will be paid. Instead, an
automatic program of redemption of shares to a value of SEK
8.00 per share was approved by the AGM.
Board of Directors and auditors
The AGM discharged the members of the Board of Directors
and the Managing Director from liability for the financial
year 2011. The AGM resolved that the Board members shall
consist of six permanent elected members by the AGM, with
no deputies. Anders Skarin was elected as Board Chairman.
Åsa Landén Ericsson, Kjell Duveblad and Mats Lindoff were
re-elected as members of the Board. Robert W Andersson and
Torbjörn Nilsson was newly elected as members of the Board.
Öhrlings PricewaterhouseCoopers was elected as auditor.
Board and auditor fees
The AGM approved board fees of SEK 1 460 000 to
be apportioned between the members of the Board with SEK
380 000 to the Board Chairman and SEK 180 000 to
each of the other Board members elected by the AGM. It was
also established that SEK 180 000 shall be apportioned
between the members of the Board after input and
participation in committee work. The auditor shall be
entitled to fair compensation as per agreed invoice.
The Nominating committee
The AGM approved the proposed rules for the nominating
committee.
Authorization for the Board to decide on acquisition and
sale of own shares
The AGM approved the Board's proposed authorization for the
Board to decide on acquisition and sale of own shares. The
decision implies that the number of own shares that may be
acquired, on Nasdaq OMX Stockholm or by an offer to all
shareholders, is subject to the maximum of own holdings at
each time is not exceeding 10% of all shares in the
Company. Acquisition of shares on the stock exchange may
only be to a price that is registered, at each time, in the
spread interval on the stock exchange. Sale, in the context
of exchange, may be to a market value assessed by the
Board. The authorization lasts until the AGM 2013. The
purpose of the authorization is to give the Board the
opportunity to adjust the capital structure of the
Company.
Guidelines for remuneration to senior executives
The AGM approved the Board's proposed guidelines for
remuneration and other conditions of employment to senior
executives.
Authorization for the Board to decide on new share issue
for share and business acquisitions
The AGM approved the Board's proposed authorization for the
Board to decide on new share issue for share and business
acquisitions until the time of AGM 2013, with the aim that
the Company shall be able to issue shares for acquisition
of shares or business. The issue price shall be established
in accordance with the market and not be more than 10 % of
the number of outstanding shares on the day of the notice
of the AGM.
Redemption of shares
The AGM approved the Board's proposed imposition of an
automatic program for redemption of shares involving a
split, redemption of shares and an issue of bonus
shares.
Summary of terms for the redemption program:
Each Enea share is split into two shares. One of the shares
is called a redemption share.
The redemption shares are automatically redeemed against
payment of 8.00 SEK per redemption share. The payment is
estimated to 16 May 2012.
The redemption is automatic, i.e. no action is required
from the shareholders.
The record day for the split and the right to receive a
redemption share is 20 April 2012.
Trading in redemption shares will take place on NASDAQ OMX
Stockholm during the period 24 April-8 May 2012.
Upon redemption of shares in Swedish limited liability
companies the amount payable to foreign shareholders is
normally subject to withholding tax. Swedish withholding
tax should however not apply on the sales price for
redemption shares that are sold during the trading
period.
Further information about the redemption program can be
found in the previously published information folder
available on Enea's website.
Employee stock purchase plan
The AGM approved the Board's proposed employee stock
purchase plan comprising a maximum of 132 employees. The
participants in the Plan will, following a qualification
period and conditional upon a personal investment in Enea
shares, be given the opportunity to receive further shares
in Enea, such number of shares being dependant of the
number of Enea shares invested in, and subject to certain
performance requirements to be fulfilled. The qualification
period for the Plan is approximately three years.
The maximum number of shares in Enea that is comprised by
the Plan amounts to approximately 667,000 shares
corresponding to approximately 3.9 per cent of the
outstanding shares and votes.
For more information
Anders Lidbeck, President & CEO
Email: anders.lidbeck@enea.com
Catharina Paulcén, VP Communications
Phone: +46 709 714133
Email: catharina.paulcen@enea.com
About Enea
Enea is a global software and services company focused on
solutions for communication-driven products. With 40 years
of experience Enea is a world leader in the development of
software platforms with extreme demands on
high-availability and performance. Enea's expertise in
real-time operating systems and high availability
middleware shortens development cycles, brings down product
costs and increases system reliability. Enea's vertical
solutions cover telecom handsets and infrastructure,
medtech, automotive and mil/aero. Enea has offices in
Europe, North America and Asia. Enea is listed on Nasdaq
OMX Nordic Exchange Stockholm AB. For more information
please visit enea.com or contact us at info@enea.com.
Enea®, Enea OSE®, Netbricks®, Polyhedra® and Zealcore® are
registered trademarks of Enea AB and its subsidiaries. Enea
OSE®ck, Enea OSE® Epsilon, Enea® Element, Enea® Optima,
Enea® Optima Log Analyzer, Enea® Black Box Recorder, Enea®
LINX, Enea® Accelerator, Polyhedra® Flashlite, Enea® dSPEED
Platform, Enea® System Manager, Accelerating Network
Convergence(TM), Device Software Optimized(TM) and Embedded
for Leaders(TM) are unregistered trademarks of Enea AB or
its subsidiaries. Any other company, product or service
names mentioned above are the registered or unregistered
trademarks of their respective owner. © Enea AB 2012.
|
distributed by
|
