Annual General Meeting 2013

The 2013 Annual General Meeting of MTG shareholders, which was held 14 May in Stockholm, voted to support all of the resolutions proposed to the Meeting.

The Meeting adopted the income statement and Balance Sheet as well as the consolidated financial statements and the Auditors’ report on the consolidated financial statements.

The Meeting approved the payment of an annual ordinary dividend of SEK 10 per share to shareholders, as at the record date of Friday 17 May 2013. The dividend payment is expected to be made on Wednesday 22 May 2013.

The Meeting discharged the Board of Directors and the CEO from liability for the results for the full year 2012.

The Meeting resolved to re-elect David Chance, Blake Chandlee, Simon Duffy, Lorenzo Grabau, Alexander Izosimov, and Mia Brunell Livfors as Board directors until the close of the 2013 Annual General Meeting, and to elect Michelle Guthrie as a new member of the Board. The Meeting also re-elected David Chance as Chairman of the Board of Directors.

The Meeting approved the proposals for the remuneration to the Board of Directors, the proposed procedures for the Nomination Committee, and the proposed guidelines for the remuneration of senior executives.

The Meeting resolved to adopt a performance based incentive programme for senior executives and other key employees (‘the Plan’) and includes a total of approximately 100 employees. In order to participate in the Plan, the CEO and the senior executives are required to own shares in MTG. Other key employees are not required to make a personal investment. Based on the participant’s annual gross salary and the share price at grant, and subject to the number of invested shares for the CEO and the senior executives, the participants will be granted rights (“Share Awards”)to receive, free of charge, MTG Class B shares on the Plan’s terms. The Share Awards will vest subject to the extent of the fulfillment of the performance condition.

To ensure the delivery of Class B shares under the Plan, the Meeting resolved that a maximum of 240,000 Class C shares held by MTG may be reclassified into Class B shares and subsequently transferred to participants in the Plan.

The Meeting resolved to authorise the Board of Directors to pass a resolution on one or more occasions for the period up until the next Annual General Meeting on repurchasing so many Class A and/or Class B shares that the Company’s holding does not at any time exceed 10 percent of the total number of shares in the Company. The repurchase of shares shall take place on the NASDAQ OMX Stockholm and may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and lowest selling price and it is the from time to time lowest-priced, available, shares that shall be repurchased by the Company.

At a statutory meeting of the Board of Directors following the Meeting, the Audit and Remuneration Committees were appointed. Simon Duffy was appointed as Chairman of the Audit Committee, with Alexander Izosimov and Lorenzo Grabau appointed as Committee members, and with Michelle Guthrie appointed as a new Committee member. Lorenzo Grabau was appointed as Chairman of the Remuneration Committee, with David Chance and Mia Brunell Livfors appointed as Committee members.

Notice to attend 2013 AGM
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