Resolutions adopted at SSAB’s 2014 AGM
SSAB's annual general meeting (AGM) was held today, April 9, 2014, in Stockholm.
Adoption of income statement and balance sheet
The AGM adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
Allocation of result
The AGM resolved that no dividends be paid for the financial year 2013, in accordance with the combination agreement entered into by SSAB and Rautaruukki in connection with the share exchange offer to the shareholders of Rautaruukki.
Discharge from liability
The AGM granted the directors and CEO discharge from liability in respect of the financial year 2013.
The AGM resolved on board fees in the amount of SEK 1,425,000 to the chairman of the board and SEK 475,000 to each director who is not employed in the Group. Compensation to directors in respect of committee work shall be paid in the amount of SEK 100,000 each, with the exception of the position of chairman of the audit committee, for which payment shall be made in the amount of SEK 125,000. Auditor fees shall be paid in accordance with approved invoices.
It was resolved that the board of directors shall comprise nine members. Directors Anders G Carlberg, Jan Johansson, Martin Lindqvist, Annika Lundius, Sverker Martin-Löf, Matti Sundberg, John Tulloch, Lars Westerberg and Pär Östberg were re-elected.
Sverker Martin-Löf was re-elected as chairman of the board.
It was resolved that the auditors shall be one registered accounting firm. PwC was re-elected for a term of office up to and including the 2015 AGM.
Guidelines for determination of salaries and other compensation for the CEO and other senior executives
Guidelines were adopted regarding the determination of salaries and other compensation for the CEO and other senior executives in accordance with the board's proposal, which was included in the notice to attend the AGM.
Resolution relating to the combination with Rautaruukki
The AGM resolved to amend the provisions in § 4 and § 5 of the articles of association on the lowest and the highest share capital and the lowest and the highest number of shares as well as the maximum number of series A and series B shares that may be issued, conditional upon the completion of the combination, and to authorize the board until the next annual general meeting to resolve, on one or several occasions, to issue not more than 67,000,000 class A shares and not more than 169,000,000 class B shares as consideration in the share exchange offer to the shareholders of Rautaruukki. The resolution was passed in accordance with the board’s proposal, which is available in full text on SSAB’s website.
The information was provided for publication on April 9, 2014.