Press release from the annual general meeting of PartnerTech AB (publ), April 24, 2013
Among the resolutions passed by the meeting were:
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All of the company's unappropriated earnings of SEK 130 096 078 are to be carried over to new account, as the result of which no dividend will be payable for fiscal year 2012 (SEK 0/share for fiscal year 2011).
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The members of the board and the CEO were discharged from liability for fiscal year 2012.
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The income statement and balance sheet, as well as the consolidated income and consolidated balance sheet, were adopted.
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The board fee was set to remain at SEK 320,000 for the chairman and SEK 160,000 for other members who are not employees of the company. Furthermore the chairman of the board of directors´ audit committee shall be paid remuneration until the end of the next annual general meeting, amounting to SEK 30,000 (SEK 30,000 previous year).
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Patrik Tigerschiöld, Petter Stillström, Thomas Thuresson, Henrik Lange and Lotta Stalin and Bengt Engström were re-elected as members of the board. Gösta Johannesson was new-elected as member of the board. Gösta Johannesson was born in 1959 and has a Master of Business Administration degree from the University of Uppsala. He has several years’ experience from many different industries. Gösta is senior advisor to Bure Equity AB. Among other assignments, Gösta is a member of the board of directors of Interflora AB and Axiell Group. Gösta does not have any other assignments in the company and does not hold any shares or other financial instruments in the company. Mr. Tigerschiöld was re-elected as Chairman of the Board. PricewaterhouseCoopers AB was re-elected as the company's accounting firm with Magnus Willfors as principal auditor. It was resolved that audit fees will be payable in accordance with approved invoices.
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The proposed principles for the appointment of a nomination committee were adopted, meaning that the nomination committee shall consist of representatives of the three largest shareholders by votes per August 31st each year. The annual general meeting resolved to authorize the chairman of the board of directors to annually contact the three largest shareholders by votes, who will each elect a representative that will form the nomination committee for the period until a new nomination committee has been elected following the forthcoming annual general meeting or, if necessary, until a new nomination committee has been elected. The chairman of the nominating committee shall be elected by the largest shareholder by votes. Should any of the three largest shareholders by votes waive their right to appoint a member to the nomination committee, the right is transferred to the fourth largest shareholder by votes. Should any member of the nominating committee resign before the work is concluded, and if deemed necessary, a replacement member shall be elected by the same shareholder that elected the resigned member or, if the shareholder does no longer represent the three largest shareholders by votes, of the shareholder representing this group. The members of the nominating committee shall be elected in consideration of that the majority of the members of the nominating committee shall be independent in relation to the Company and the company management. In addition, the nomination committee shall observe what from time to time is stated in the Swedish corporate governance code. The members of the nominating committee shall not receive remuneration. Any costs incurred in connection with the work of the nominating committee shall be paid by the Company. The names of the members of the nominating committee shall be made public at PartnerTech´s website six months before the annual general meeting.
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Proposed guidelines were adopted governing remuneration for management, implying that the main principle is to offer the management competitive remuneration and employment conditions. For full terms and conditions, please go to www.partnertech.com
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The meeting authorized the board to reach decisions concerning one or more issues prior to the next annual general meeting of no more than 1,266,490 new shares, with or without deviation from the preferential rights of shareholders, representing dilution of just under 10% of share capital and total number of votes. The purpose of the authorization is to enable acquisitions.
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The annual general meeting resolved to reduce the statutory reserve by the amount of SEK 269,493,149, from SEK 282,158,131 to SEK 12,664,982. The purpose of the reduction is for transfer to non-restricted equity, for use pursuant to a resolution adopted by future general meeting. The resolution is conditional upon that the Swedish Companies Registration Office or, in case of a dispute, the general court permits the reduction of the statutory reserve.
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The proposed change of § 2 and § 10 in the first section of the company´s articles of association due to the relocation of the office from Vellinge to Malmö Municipality was adopted.
President and CEO Leif Thorwaldsson presented PartnerTech's operations and market as well as sales and earnings figures for 2012 and the first quarter of 2013. He noted that sales in 2012 decreased by some 3% in local currencies, compared to the previous year and operating profit totaled SEK 24 million. The decrease was due primarily to delayed or substantially reduced demand by a number of customers in several market areas late in the quarter. Although growth was slower in 2012 than 2011, the opportunities to grow the business has increased during the year. He mentioned for example a strengthened offering in China, growing operations in the US, new framework agreements, the acquisition of Aerodyn AB and improved operational processes. During the first quarter of 2013 there was a slight recovery compared to the fourth quarter but compared to the same period 2012 the development was poorer. The volumes from some existing customers continued to decline but volumes from new customers are growing and the work for greater flexibility and further improved competitiveness continues. .
Leif Thorwaldsson concluded his presentation with an overview of the company’s focus areas during 2013. He mentioned for example continuous improvement of operational and commercial processes, increased focus on consulting- and development services as well as selected market areas with growth potential.
For more information, please contact:
Leif Thorwaldsson, President and CEO, Tel: +46 (0) 40 10 26 41
Åke Bengtsson, CFO, Tel: +46 (0) 40 10 26 42
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PartnerTech
PartnerTech develops and manufactures products under contract for leading companies, primarily in Information Technology, Industry, CleanTech, MedTech and Instrumentation, Defense and Maritime and Point of Sale Applications. With approximately 1,400 employees at its plants in Sweden, Norway, Finland, Poland, the UK, the United States and China, PartnerTech reports annual sales of more than SEK 2,2 billion. PartnerTech AB (www.partnertech.com), the parent company, has its head office in Malmö, Sweden, and is listed on the Nasdaq OMX Stockholm Exchange.
PartnerTech (publ) is required to publicly disclose the information in this press release pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for public disclosure at 6 pm on April 24th, 2013.
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