The AGM approved a dividend of SEK 9.19 per share. The record day for the dividend is 28 March and the distribution will be made from VPC (the Swedish Securities Centre) on 31 March 2006.
Changes to the Board of Directors
The meeting decided that the Board should consist of eight members. Re-election was agreed of Christer Zetterberg (elected Chairman of the Board), Hugo Andersen, Anders Ljungh, Dag Sehlin, Fields Wicker-Miurin and Niclas Gabrán. Kjartan Gunnarsson and Stig Vilhelmson, new CEO, were elected as new board members.
Kjartan Gunnarsson, born 1951, finished his law degree from the University of Iceland in 1978 and studied international politics and strategy in Norway 1979 to 1980. He was Chairman of the Board of Directors of Landsbanki Islands from January 1992 to January 1998 and Vice Chairman of the Board of Directors of Landsbanki Islands Ltd from 1998. Mr Gunnarsson has served on various Boards of Directors of companies owned or partly owned by Landsbanki Islands. Mr Gunnarsson was Chairman of the Board of Directors of the insurance company VIS 1997-2002 and the life insurance company LÍFÍS 1997-2003. He is on the Board of Directors of Heritable Bank Ltd, London. Kjartan Gunnarsson is Chairman of the Audit Committee of Landsbanki Islands. Kjartan Gunnarsson holds no Carnegie shares or warrants.
Stig Vilhelmson, born 1956. Joined Carnegie in 1991 and served in various positions within Securities before his appointment as group head of Securities in 1995. Prior to joining Carnegie, he worked for Swedish family-owned investment bank Öhman Fondkommission AB from 1984 to 1990, during the latter part as head of securities. Member of the board of directors of Orc Software AB. Stig Vilhelmson has a BSc in business administration from the Stockholm School of Economics. Number of shares in Carnegie: 305,000. Number of warrants 2004/2007: 25,000.
Remuneration to the Board of Directors
The meeting decided on remuneration to the Board of Directors of SEK 3,750,000, to be allocated among those Directors that are not employed by the Company or any of its subsidiaries.
Remuneration and other terms of employment for senior management
The meeting approved the principles with respect to the company’s policy on remuneration and other terms of employment for senior management proposed by the Board.
Amendments to the Articles of Association
The meeting resolved that the Articles of Association be amended for the main purpose of adapting them to the requirements of the new Companies Act, involving amendments meaning essentially that the provision on the nominal value of a share is replaced with a provision regarding the minimum and maximum number of shares; that the Board of Directors may, on the expense of the company, collect proxies in accordance with the procedure stated in Chapter 7, Section 4, second paragraph of the Companies Act; that the notice to general meetings shall be published in Post- och Inrikes Tidningar and Dagens Nyheter; and, in order to attend and participate at a general meeting, shareholder must be recorded in a print-out or other record of the share register setting forth the circumstances five weekdays prior to the meeting.
The Annual General Meeting decided that the nominating process for the Annual General Meeting in 2007 shall be that the Chairman of the Board is mandated to contact the largest Shareholders of the Company, in order to appoint a Nomination Committee consisting of not less than three and not more than five representatives of larger Shareholders, who together with the Chairman of the Board are to form the Nomination Committee.
The Chairman of the Board is not to become Chairman of the committee. The members of the Nomination Committee shall be presented no later than six months before the Annual General Meeting 2007. The proposal for the next election of Board members, Chairman of the Board and auditors shall be presented no later than one week after that the Company announces its year-end report for 2006, which is planned for February 2007.
For further information, please contact
Christer Zetterberg, Chairman of the Board, +46 407 35 01
Stig Vilhelmson, CEO, +46 8 5886 90 75
Birgitta Henriksson, IR, +46 8 676 86 39