AGM 2010

Indutrade’s Annual General Meeting was held on May 24, 2010, at Summit, lecture hall Razorfish, Grev Turegatan 30, Stockholm.

The General Meeting set the dividend at SEK 4.30 per share. The record date for payment was set to May 27, 2010. Dividend payments are expected to be made via Euroclear Sweden on June 1, 2010.

Bengt Kjell, Eva Färnstrand, Michael Bertorp, Johnny Alvarsson, Ulf Lundahl were re-elected as directors and Mats Olsson was elected as a new director. Gerald Engström and Owe Andersson has declined re-election. Bengt Kjell was re-elected as chairman of the board.

The registered accounting firm PricewaterhouseCoopers AB was elected auditor until the end of the 2014 Annual General Meeting.

The General Meeting resolved on instructions regarding the appointment of the nominating committee, implying mainly to assign the chairman of the board with the task of contacting the four largest owners in voting rights registered in the shareholders’ ledger administered by Euroclear Sweden(ownership-grouped) as per August 31, 2010. These four owners will each appoint a representative who is not a member of the board of the Company to form the nominating committee together with the chairman of the board for the time until a new nominating committee has been appointed, based on the mandate of the next Annual General Meeting. The composition of the nominating committee will be made public not later than six months ahead of the 2011 Annual General Meeting.

The General Meeting resolved to adopt guidelines for remuneration and other terms of employment of the senior management, mainly stipulating that remuneration will normally consist of a fixed amount and a variable amount, be market adjusted and based on competence, responsibility and achievement. Non-monetary benefits and pension benefits for senior management should be reasonable and competitive.

The General Meeting resolved in accordance with the board’s proposal for participation in a long-term incentive programme 2010. Long-term incentive programme 2010 comprises two sub-programmes, subprogramme A and sub-programme B. Sub-programme A comprises that senior executives in Sweden, Denmark and Finland are offered to purchase, in aggregate, not more than 505,000 call options from Industrivärden at market price. Each call option entitles the holder to purchase one share in the Company during the period as from May 1, 2013 up to and including October 31, 2013. Sub-programme B comprises that senior executives in, inter alia, Germany, Great Britain, Holland and Norway as well as certain other countries in which the Indutrade group operates, are offered to purchase, in aggregate, not more than 175,000 shares in the Company from Industrivärden at market price. The Company participates in the programme in so far that each purchased call option and share, respectively, entitles to a fixed subsidy of SEK 22 from the Company, provided that certain conditions are fulfilled. The subsidy is paid by the Company to the participants at two occasions and in equal parts (1/2), in December 2011 and June 2013. Assuming full participation, long-term incentive programme 2010 will comprise approximately 115 participants. A participant can only participate in one subprogramme.

The General Meeting resolved to authorize the board to issue a maximum of 4,000,000 shares and, in relation to such issues, deviate from the shareholders’ pre-emption rights. Under the General Meeting’s authorization, the board may only resolve on issues of new shares against consideration in kind and set-off of claims. Set-off of claims will only be possible against promissory notes issued by the Company as consideration for shares in companies acquired by the Company. Share issues must be made on market terms.