At the Annual General Meeting in Atrium Ljungberg held on 28 March 2018 it was resolved to adopt the Annual Report for the financial year 2017. It was also resolved to discharge the members of the Board of Directors and the CEO from liability in respect of the financial year 2017.
The General Meeting resolved on a dividend to the shareholders in the amount of SEK 4.50 per share. The record date for the distribution is 3 April 2018. The dividend is expected to be paid via Euroclear Sweden AB on 6 April 2018.
The General Meeting resolved that the Board of Directors for the period until the end of next Annual General Meeting shall consist of six ordinary members. It was resolved to re-elect the following members of the Board of Directors: Johan Ljungberg, Simon de Château, Sune Dahlqvist, Anna Hallberg and Erik Langby. Sara Laurell was elected new member of the Board of Directors. Johan Ljungberg was re-elected as Chairman of the Board of Directors.
It was also resolved that the fees for the Board of Directors shall be in total SEK 1,540,000 of which SEK 440,000 shall be allocated to the Chairman and SEK 220,000 to each of the other members of the Board of Directors. The auditors shall be paid in accordance with approved invoices.
The following persons will constitute the Nomination Committee for the Annual General Meeting 2019: Per-Erik Hasselberg (representing the Holmström family), Lars Ericson (representing Konsumentföreningen Stockholm), Hans Hedström (representing Carnegie Fonder), Johan Ljungberg (representing the Ljungberg family) and Ilkka Tomperi (representing Ömsesidiga arbetspensionsförsäkringsbolaget Varma).
The Annual General Meeting approved the Board of Directors’ proposal for Guidelines for remuneration of the Senior Executives of the Company.
The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, to implement an option scheme whereby all employees of the Group (excluding employees of TL Bygg AB) are invited to purchase call options issued by Atrium Ljungberg AB at market price. The option scheme includes a maximum of 186,000 call options, each entitling the holder to purchase one Class B share at an exercise price equal to 120 percent of the volume-weighted share price quoted for the Company’s Class B share during the period from 29 March 2018 up to 13 April 2018. The options are exercisable during the period from 16 August 2021 up to 31 December 2021. All employees entitled to participate in the option scheme are entitled to purchase no more than 1,000 options each. The Company intends to secure delivery of shares under the option scheme by repurchasing own shares.
The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, to approve the implementation of a loan subsidy program for up to seven senior executives of the Company. The program involves an increase of base salary corresponding to interest on loans for financing purchases of shares in the Company. The increased base salary shall correspond to an amount net after tax corresponding to the interest expense arising from borrowing in a bank designated by the Company to finance the purchase of Class B shares in the Company on Nasdaq Stockholm.
The Annual General Meeting resolved to authorize the Board of Directors during the period until the next Annual General Meeting, to resolve on share issues in kind of a maximum of 13,300,000 Class B shares, corresponding to a dilution of approximately 10.0 per cent of the share capital and approximately 7.9 per cent of the votes.
The Annual General Meeting also resolved to authorize the Board of Directors, during the period until the next Annual General Meeting, to resolve on repurchasing so many Class B shares that the Company’s holding at no time exceeds 10 per cent of all shares in the Company.
The Board has decided to repurchase own shares
At the constituent board meeting following the Annual General Meeting, the Board of Directors of Atrium Ljungberg resolved to utilize the authorization for repurchase of own shares granted at the Annual General Meeting. Repurchases can only be made of Class B shares in Atrium Ljungberg, on one or more occasions, but not later than the Annual General Meeting 2019. In total, Atrium Ljungberg can only repurchasing so many Class B shares that the Company’s holding at no time exceeds 10 per cent of all shares in the Company. Atrium Ljungberg currently holds no own shares. Acquisitions can only take place at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price. Payment for shares repurchased shall be in cash. The purpose of any repurchases of shares is to secure delivery of shares under the option scheme of the Group and to give the Board of Directors greater scope to act when working with the Company’s capital structure and thereby contribute to increased shareholder value.
Nacka, 29 March 2018
Atrium Ljungberg AB (publ)
The Board of Directors