English

ANNUAL GENERAL MEETING OF SHAREHOLDERS

The AGM re-elected William Walker, Henning Boysen, Mia Brunell Livfors, Torun Litzén and Roel Louwhoff as Directors of the Board and elected Charles Burdick and Robert Lerwill as new Directors of the Board.

The AGM also resolved to:

  • Carry forward the profits for the financial year ended on 31 December 2009 in the amount of EUR 9,834,000;
  • Re-elect Ernst & Young S.A. as auditors to the Company for a term ending at the 2011 AGM;
  • Discharge the members of the Board of Directors of Transcom of the liability  for, and in connection with, the financial year ended 31 December 2009;
  • Approve the fees for the members of the Board of Directors of Transcom for the period until the end of the 2011 AGM to be a total of EUR 366,500, in accordance with the proposal submitted in the AGM Convening Notice published on 7 May 2010, which is available on Transcom’s website;
  • Approve the following procedure of preparation of the election of the Board of Directors and auditor:

The work of preparing a proposal on the Directors of the Board of Directors of Transcom and auditor of Transcom, and their remuneration, as well as the proposal on the Chairman of the 2011 AGM, shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2010 in consultation with the largest shareholders of Transcom as at 30 September 2010. Cristina Stenbeck will be a member of the Nomination Committee and will also act as its convener. 

  • Approve the proposed Long-Term Incentive Plan (LTIP) authorising the Board of Directors of Transcom, with the option to delegate, to execute, deliver any agreements, notification letters, notices, certificates or documents necessary to implement this resolution and any amendments thereto and to execute any subsequent documents, certificates, notices, letters of notification, requests or other communications to be given by Transcom in relation to the LTIP; and
  • Approve the proposed Share Repurchase Plan authorising the Board of Directors of Transcom, with the option to delegate, to acquire and dispose of the Transcom's Class A voting shares and Class B non-voting shares. The maximum aggregate number of shares authorised to be purchased is up to 3,664,833 Class A shares and 3,664,542 Class B shares respectively.

For details of the decisions taken at the AGM, please refer to the AGM Convening Notice published on 7 May 2010, which is available on Transcom’s website.

At a statutory meeting of the Board of Directors following the AGM, the Board decided that the Audit Committee be comprised of Robert Lerwill, Charles Burdick and Torun Litzén. Robert Lerwill was elected Chairman of the Audit Committee. The Board also decided that the Remuneration Committee to be comprised of Mia Brunell Livfors, Henning Boysen and William Walker. William Walker was elected Chairman of the Remuneration Committee. Furthermore the Board re-elected William Walker as Chairman of the Board of Directors.