The Annual General Meeting of Pricer AB (publ) was held on April 24, 2009. 25 percent of total numbers of votes were present through 43 shareholders. The following major decisions were made:
Fees to the Board
Fees to the Board were decided for a total of amount of SEK 1,250,000, of which SEK 450,000 to the Chairman and SEK 200,000 to each of the other members. This is a reduction in the total fees, as the Board will consist of five instead of six members, but otherwise entails the same individual amounts as in the previous year.
Election of Board of Directors
The meeting decided to re-elect Mikael Bragd, Daniel Furman, Bo Kastensson and Peter Larsson. As a new Board member, Bernt Magnusson was elected. Peter Larsson was elected as Chairman of the Board.
Bernt Magnusson, born in 1941, holds a Master’s of Political Science from the Univeristy of Uppsala. Bernt Magnusson is currently Chairman of Kwintet and member of the Board of Coor Service Management, Fareoffice, Höganäs, Net Insight, Nordia Innovation, Pharmadule and Volvo Car. Bernt Magnusson has held positions as president or chairman in several large corporations in the past.
Formation and duties of the Nomination Committee
The meeting decided to adopt the proposal regarding the Nomination Committee’s composition and duties. The Committee then consists of the chairman of the Board, one representative each of the three largest shareholders and a member to be independent and represent the small shareholders of Pricer.
Decision on principles for remuneration to senior executives
The Shareholders decided to adopt the recommendation of the Board regarding principles for remuneration to senior executives.
Authorisation to the Board to issue shares
The meeting decided to authorise the Board, on one of more occasions during the period before the next AGM, to decide on the issuance of no more than 50,000,000 new shares of class B. The Board shall have the right to decide on the issuance of shares in exclusion of the shareholders’ pre-emptive rights, with or without non-cash consideration.
Approval of the decision by the Board to extend convertible loans
The General Meeting decided to approve the decision by the Board on 26th of March 2009 to change the conditions for the Company’s convertible debentures as decided by the Board of Directors on 19th of February 2007 and approved by an Extraordinary General Meeting on 14th of March 2007. The changes apply to the Company’s convertible debenture series 2007/2009:1, 2007/2009:2 and 2007/2009:3, and mean principally (i) that the total loan amount will be reduced to SEK 22,450,000, (ii) that the conversion price will be reduced to the average rate at the end of ten trading days directly before the AGM (however not higher than 0.70 SEK) (iii) that the maturity of the loan will be extended until 30th of June 2010 (iv) that the conversion period be extended until 30 June 2010 and (v) that the term “existing dept” in the convertible terms are adjusted to Pricer’s current financial situation. It was noted that the conversion price had been assessed to 0.57 SEK.