The AGM re-elected William Walker, Henning Boysen, Mia Brunell Livfors, Torun Litzén, Roel Louwhoff, Charles Burdick and Robert Lerwill as Directors of the Board of Directors. The AGM further re-elected William Walker as Chairman of the Board of Directors.
The AGM also resolved to:
- Approve and, to the extent necessary, ratify the allocation of the profit of EUR 31,277,965 for the period starting 1 January 2010 and ending 31 December 2010 as follows: (i) to the preferred cumulative dividend in relation to the years 2008 and 2009 in the amount of EUR 157,528, i.e. EUR 0.0043 per share to the holders of class B shares, which was approved by the Board on 17 September 2010 and paid as an interim dividend on 27 September 2010 (ii) to the preferred cumulative dividend in relation to year 2010 in the amount of EUR 78,866, i.e. EUR 0.0022 per share to the holders of class B shares (the ‘’Preferred Dividend’’), (iii) to the reserve for own shares in an amount of EUR 86,042 and (iv) the allocation of an amount of EUR 30,955,529 to the profits carried forward account;
- That the record date for the Preferred Dividend is 30 May 2011. It is estimated that the Preferred Dividend is paid on 7 June 2011;
- Re-elect Ernst & Young S.A. as auditors to the Company;
- Discharge the members of the Board of Directors of Transcom of the liability for, and in connection with, the financial year ended 31 December 2010;
- Approve the fees for the members of the Board of Directors of Transcom for the period until the end of the 2012 AGM to be a total of EUR 366,500, in accordance with the proposal submitted in the AGM Convening Notice published on 6 May 2011, which is available on Transcom’s website;
- Approve the following procedure of preparation of the election of the Board of Directors and auditor, and their remuneration:
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 2012 AGM, shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2011 in consultation with the largest shareholders of Transcom as at 30 September 2011. Cristina Stenbeck will be a member of the Nomination Committee and will also act as its convenor;
- 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 3,668,490 Class A shares and 3,668,199 Class B shares, respectively, but such numbers being capped to 10% of the issued and outstanding share capital as of the date of the AGM.
For details of the decisions taken at the AGM, please refer to the AGM Convening Notice published on 6 May 2011, 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.
For further information please contact:
Transcom WorldWide S.A.
Pablo Sánchez–Lozano, President & CEO T: +352 27 755 000
Aïssa Azzouzi, CFO T: +352 27 755 021
Stefan Pettersson, Head of Investor Relations T: +46 70 776 80 88