The AGM also resolved to:
- Approve the annual accounts and the consolidated accounts for the financial year ended 31 December 2011;
- Approve the allocation of the profit of EUR 6,097,986.96 for the period starting 1 January 2011 and ending 31 December 2011 as follows: (i) EUR 304,899.35 representing 5% of the annual net profits of Transcom to the legal reserve as required by law and (ii) EUR 5,793,087.61 to the profits carried forward account;
- Re-elect Ernst & Young S.A., Luxembourg, as external auditor for a term ending at the 2013 AGM;
- Approve the fees for the members of the Board of Directors of Transcom for the period until the end of the 2013 AGM to be a total of EUR 366,500 and an additional pro rata remuneration in arrears amounting to a total of EUR 20,830 to the director Stefan Charette for the period from 21 November 2011, when he was elected a Director of the Board of Directors, to the AGM, in accordance with the proposal submitted in the AGM Convening Notice published on 25 April 2012, which is available on Transcom’s website;
- Discharge the members of the Board of Directors of Transcom of the liability for, and in connection with, the financial year ended 31 December 2011;
- Approve the following procedure for the election of the Board of Directors and external auditor;
The work of preparing a proposal on the Directors of the Board and auditor, and their remuneration, as well as the proposal on the Chairman of the 2013 AGM shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2012 in consultation with the largest shareholders of Transcom as per 30 September 2012.
- Approve guidelines on remuneration for senior executives in accordance with the proposal submitted in the AGM Convening Notice published on 25 April 2012, which is available on Transcom’s website;
- Approve the long-term incentive plan (LTIP 2012) in the terms as further detailed in the full proposal of the board of directors which is available on Transcom’s website, www.transcom.com;
- Approve the proposed share repurchase plan authorizing the Board of Directors of Transcom, with the option to delegate, to acquire and dispose of Transcom's Class A voting shares and Class B non-voting shares. The maximum aggregate number of shares authorized to be purchased is up to 62,276,782 Class A shares and 62,776,491 Class B shares respectively. Any acquisitions carried out by Transcom may in no event cause it to hold, directly or indirectly, more than 10% of the share capital.
For details of the decisions taken at the AGM, please refer to the AGM Convening Notice published on 25 April 2012, which is available on Transcom’s website, www.transcom.com.
At a statutory meeting of the Board of Directors following the AGM, the Board re-elected Mr. Henning Boysen to be Chairman of the Board of Directors of Transcom. The Board also decided that the Audit Committee be comprised of Laurie Bowen, Stefan Charette and Mikael Larsson. Mikael Larsson was elected Chairman of the Audit Committee. In addition, the Board decided that the Remuneration Committee be comprised of Alexander Izosimov, Dermot Jenkinson and Henning Boysen. Henning Boysen was elected Chairman of the Remuneration Committee.
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For further information, please contact:
Johan Eriksson, President and CEO +46 70 776 80 22
Marcus Süllmann, CFO +352 691 755 060
Stefan Pettersson, Head of Investor Relations +46 70 776 80 88