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The Meeting resolved to approve the Board's proposal of a dividend amounting to SEK 1 per share, of which SEK 0.50 is an extraordinary dividend based on the company's strong financial standing. April 25, 2006 is the record date for the dividend. The dividend will be paid through VPC AB on April 28, 2006.
Decision regarding election of the Board and fees
The Annual General meeting decided to agree upon the Board of Directors proposal that the Chairman of the Board be proposed by the Nominations Committee and elected by the Annual General Meeting.
The Annual General meeting admitted to agree upon the Nominations Committee's proposal, which was drawn up regarding election of the Chairman of the Meeting, election of the Chairman of the Board and the other Board members:
- that five (5) Board members be elected without any deputy members;
- that the following Board members be re-elected: Martin Gren, Nils Rydbeck and Lars-Erik Nilsson;
- that Charlotta Falvin and Olle Isberg be elected to the Board;
- that Lars-Erik Nilsson be re-elected Chairman of the Board
- that a fee totalling SEK 799,000 be paid to the Board of Directors to be distributed among members who are not employees of the Company, with SEK 400,000 being paid to the Chairman of the Board and SEK 133,000 to other Board members.
It is to be noted that Patrik Tigerschiöld declined re-election.
Charlotta Falvin works as an independent consultant in business development and organisation at Fasiro. She is a member of the Board of Directors of Plast AB Orion.
Olle Isberg is President of Visionalis AB. He is a member of the Board of Directors of Awardit AB, Björkliden Fjällby AB, Teligent AB and Visionalis AB. He is also Chairman of the Board of Directors of Awardit AB, Björkliden Fjällby AB and Visionalis AB.
It is to be noted that Öhrlings PricewaterhouseCoopers AB, with Authorised Public Accountant Anders Lundin as Senior Auditor, were elected as Auditor at the Annual General Meeting in 2003, for a period of four years.
The General Meeting resolved to approve the Board of Directors proposal that the fee to the Auditor be paid in accordance with approved invoices.
Decision regarding the appointment of members of the Nominations Committee
The General Meeting decided on the criteria for the election of members of the Nomination Committee according to the following: The three largest shareholders in the Company as of August 31 the year before the Annual General Meeting shall, on September 30 the year before or at the latest six months before the Annual General Meeting, elect a representative each as a member of the Nomination Committee. The Nomination Committee shall then internally elect one of the members as the chairman. In the event that one of the three largest shareholders does not elect a representative to the Nomination Committee, the fourth largest shareholder shall instead elect a representative or, if the fourth largest shareholder also declines, the shareholders shall thereafter, in a descending order, elect a representative until three representatives are appointed.
The annual meeting decided that the Nominations Committee should draw up and present to the Annual General Meeting proposals for resolutions on the following matters:
1. Election of the Chairman of the Meeting
2. Determination of the fee payable to the Board of Directors
3. Election of the Chairman of the Board and other Board members
Decision regarding authorization of the Board to make decisions pertaining to new share issues
The Meeting further decided to give the Board authorization, during the period until the next Annual General Meeting, with waiver of the preferential rights of shareholders, to make decisions on one or more occasions in regard to new share issues totaling not more than 6,823,500 shares. The Board shall thereby have the right to waive the preferential rights of shareholders and the provision stated in Chapter 13 5§ 6p of the Swedish Companies Act. The issue price for the new shares shall, in each instance, be set as close as possible to the market price of the Company's share. The purpose of the authorization is to enable corporate acquisitions to be made with payment entirely or partly in Axis shares. Full exercise of the authorization would result in a maximum dilution of the Company's share capital of 9.9 percent (excluding possible dilution that may result from the exercise of those warrants that entitle the holders to subscribe for shares during the valid period of authorization, thatis, the period up until the next Annual General Meeting, meaning warrants 2001/2006, 2002/2007 and 2000/2010, which dilution could amount to a maximum of 0,91 percent).
Decision regarding reduction of the statutory reserve
The Annual General Meeting decided to reduce the Company's statutory reserve by SEK 293,319,079 from SEK 293,319,079 to SEK 0 and that a corresponding sum be transferred to unrestricted equity. It was noted that the reduction is on condition that the Swedish Companies Registration Office or a court of law grants permission.
Decision regarding changes to the Articles of Association
The Annual General Meeting also made a decision regarding changes in the Company's Articles of Association. The changes are a result of the new Swedish Companies Act. The changes means mainly:
- that the specification regarding the share's par value in Article 5 is superseded by a specification regarding the lowest and highest number of shares in the company;
- that the statement of the mandate period for Board members and deputy members in Article 6 is deleted;
- that the auditor in accordance with Article 7, at re-election, should be appointed for the period up to the end of the Annual General Meeting, which is held in the third fiscal year after the auditor election;
- that the General Meeting notification of attendance in accordance with Article 8 shall be by advertisement in Post- och Inrikes Tidningar (Swedish Official Gazette) and Dagens Industri and if publication of Dagens Industri was to cease, then notification of attendance should be by advertisement in Post- och Inrikes Tidningar (Swedish Official Gazette) and Dagens Nyheter;
- that the record date for the right to participate in the Annual General Meeting in Article 9 be changed to indicate the fifth weekday before the General Meeting;
- that the VPC-registration requirement in Article 12 is adapted to the definition of the VPC-registered company in the new Swedish Companies Act;
- that Article 13 is deleted since its content is expressly stated in the law and
- that certain other smaller changes of a linguistic or editorial nature be carried out.
Finally, the Annual General Meeting decided to adopt the income statement and balance sheet for Axis AB, and the consolidated income statement and the consolidated balance sheet. The Board of Directors and the President of the Company were discharged from liability for their administration during 2005.
All decisions at the Annual General Meeting were made with the necessary majority.