Transcom WorldWide S.A.’s 2013 Annual General Meeting of Shareholders (AGM), held today, unanimously voted to support all of the proposed resolutions.
The AGM resolved to:
- Approve the annual accounts and the consolidated accounts for the financial year ended 31 December 2012.
- Approve the allocation of the loss for the period starting 1 January 2012 and ending 31 December 2012 to the loss carried forward account.
- Discharge to the members of the board of directors of Transcom for, and in connection with, the financial year ended 31 December 2012.
- Approve the re-election of Mrs. Laurie Bowen, Mr. Henning Boysen, Mr. Stefan Charette, Mr. Alexander Izosimov, Mr. Dermot Jenkinson, Mr. Mikael Larsson, and Mr. Roel Louwhoff as directors of Transcom, all such directors to be elected for a term ending at the annual general meeting to be held in 2014 (the "2014 AGM”).
- Re-elect Ernst & Young S.A., Luxembourg as external auditor for a term ending at the 2014 AGM.
- Approve that the fees for the members of the board of directors of Transcom will be unchanged, except for the effect of a proposal to have an additional member of the Remuneration Committee. EUR 90,000 is allocated to the Chairman of the board of directors, EUR 40,000 for each of the other directors of Transcom and a total of EUR 39,000 for the work in the committees of the board of directors. For work within the Audit Committee, EUR 15,000 shall be allocated to the Chairman and EUR 6,000 to each of the other two members. For work within the Remuneration Committee EUR 4,500 should be allocated to the Chairman and EUR 2,500 to each of the other three members. This will result in a total remuneration to the directors of the board of directors of EUR 369,000 for the period ending at the 2014 AGM.
- Approve the procedure for preparation of the election of the board of directors and auditor of Transcom. The work of preparing proposals to the 2014 AGM regarding the directors of the board and auditor, and their remuneration, as well as the proposal on the Chairman of the 2014 AGM and the procedure for the Nomination Committee shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2013 in consultation with the largest shareholders of Transcom as per 30 September 2013.
- Approve the guidelines on remuneration for senior executives of Transcom in accordance with the proposal submitted in the AGM Convening Notice published on 26 April 2013, which is available on Transcom’s website, www.transcom.com.
- Approve the long-term incentive plan (the LTIP 2013) 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.
For details of the decisions taken at the AGM, please refer to the AGM Convening Notice published on 26 April 2013, 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, Mikael Larsson and Henning Boysen. Henning Boysen was elected Chairman of the Remuneration Committee.
For further information, please contact:
Johan Eriksson, President and CEO
Telephone +46 70 776 80 22
Stefan Pettersson, Head of Group Communications
Telephone +46 70 776 80 88