The following resolutions were adopted at the Annual General Meeting in HiQ International AB on 28 March 2012:
- Gunnel Duveblad, Ken Gerhardsen, Lars Stugemo, Anders Ljungh, Johanna Fagrell Köhler and Jukka Norokorpi were re-elected as members of the Board of Directors. Ulrika Hagdahl and Erik Hallberg was elected as new Board member. Christina Ragsten Pettersson has declined re-election. The General Meeting resolved to appoint Anders Ljungh as Chairman of the Board of Directors.
- The General meeting decided to adopt the annual report and discharge the Board and the Managing director from liability for the financial year 2011.
- The General meeting decided on a share split and mandatory share redemption programme. The redemption procedure means that approximately SEK 116 million, corresponding to SEK 2.20 per share will be repaid to the shareholders. The decisions made by the General Meeting regarding split and redemption include;
- Decision to execute a share split 2:1, whereby each HiQ share is divided into two shares. One of these shares will be a so called redemption share.
- Decision to reduce the share capital by mandatory redemption of shares, whereby 52 751 523 redemption shares are redeemed.
- Decision to increase the share capital by way of a bonus issue, whereby the company’s share capital is increased to it’s value before the decision to reduce the share capital.
Payment for each redemption share is SEK 2.20. Record date for the share split is 13 April 2012. Trading in the redemption shares will take place from 16 April 2012 up to and including 27 April 2012. Record date for the share redemption is 7 May 2012. Payment is expected to take place around 10 May 2012.
- The General meeting decided to issue not more than 1,000,000 warrants. Each warrant shall entitle the holder to subscribe for one new share. For not more than 800,000 warrants of Series I, the exercise price shall correspond to 110 per cent of the average exchange quotation of the Company’s shares on the Stockholm Stock Exchange during the period commencing 27 April 2012 up to and including 11 May 2012, and for warrants of Series II, the exercise price shall correspond to 110 per cent of the average exchange quotation of the Company’s share on the Stockholm Stock Exchange during a period of ten trading days immediately following the announcement of the interim report for the three first quarters of 2012. The issued warrants shall be subscribed for by HiQ Stockholm AB - a wholly owned subsidiary of HiQ International AB - whereby this company shall offer the warrants to employees within the HiQ Group in Sweden, Denmark and Finland. HiQ Stockholm AB may subscribe and transfer no more than in total 1,000,000 warrants of Series I and II. If all 1,000,000 warrants are exercised, the share capital of the Company will increase by SEK 100,000 corresponding to a dilution of approx. 1.9 per cent of the Company’s share capital and votes after dilution. Considering previously adopted incentive programmes for employees, the total dilution amounts to approx. 4.0 per cent.
With purpose of increase participation in the incentive program, the company intends to subsidise the holders of warrants, who still are employed by HiQ at the end of the term by way of a bonus payment, which after taxation amounts to the warrant premium. If the group does not achieve its long term financial target (presently the equivalent of an operating profit of 15 per cent.) during the period, only 50% of the amount will be paid.
- The General Meeting decided in accordance with the proposal by the Board of Directors to authorise the Board of Directors to resolve on purchasing, at one or several occasions, so many own shares that the company’s holding does not at any time exceed 10 per cent. of the total number of shares in the company. The purchase of shares shall take place on the OMX Nordic Exchange Stockholm and may only occur at a price within the share price interval registered at that time, where the share price interval means the difference between the highest buying price and lowest selling price. Furthermore, the General Meeting resolved to authorise the Board of Directors to pass resolutions on transferring the company’s own shares as payment in connection with an acquisition of companies or businesses, at a price within the share price interval registered at that time.
- The General Meeting resolved in accordance with the proposal by the Board of Directors to authorise the Board of Directors to resolve on issues of shares against payment in kind of no more than 5,000,000 shares, at one or several occasions, during the period until the next Annual General Meeting in connection with acquisitions.
- The General Meeting also resolved to establish a Nomination Committee according to the following principles. The Chairman of the Board of Directors shall, based on the ownership as of 31 July 2012, convene the three major shareholders in the company, which each are to elect one representative to the Nomination Committee. In addition, the Chairman of the Board of Directors can be elected to be a part of the Nomination Committee. The Nomination Committee can also decide to include an additional representative of a major shareholder or a group of major shareholders to be part of the Nomination Committee. The names of the representatives of the Nomination Committee shall be announced no later than six months prior to the Annual General Meeting. The Nomination Committee shall prepare and at the general meeting leave proposals regarding election of Chairman of the Board of Directors along with other members of the Board of Directors; fees to the members of the Board of Directors divided between the Chairman and other members as well as compensation for work in committees; election of and fee to the auditors and (where appropriate) any deputy auditors; decisions on principles regarding election of the Nominating Committee; and Chairman for the Annual General Meeting.
- The general meeting resolved a policy on remuneration and other terms of employement for senior executives, in accordance with the proposal by the Board of Directors.
HiQ International AB (publ)
The Board of Directors
HiQ discloses the information provided herein pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. This release was released for publication at 19.00 CET on 28 March 2012.