Modern Times Group MTG AB (publ.) ('MTG' or 'the Group'),
the international entertainment broadcasting group, today
announced that the 2012 Annual General Meeting of MTG
shareholders, which was held today 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 9 per share to shareholders, as at the
record date of Friday 11 May 2012. The dividend payment
is expected to be made on Wednesday 16 May 2012.
The Meeting discharged the Board of Directors and the CEO
from liability for the results for the full year
2011.
The Meeting resolved to re-elect David Chance, Simon
Duffy, Lorenzo Grabau, Alexander Izosimov, Mia Brunell
Livfors, Michael Lynton and Cristina Stenbeck as Board
directors until the close of the 2013 Annual General
Meeting, and to elect Blake Chandlee 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 participants are required to own shares in
MTG. These shares can either be shares already held or
shares purchased in the market in connection with the
notification to participate in the Plan. The participants
will thereafter be granted, free of charge, retention
rights and, in certain cases, performance rights and
stock options on the Plan's terms. Subject to
fulfilment of certain terms and conditions each retention
right and performance right will entitle the participant
to receive one Class B share free of charge and each
performance option will entitle the participant to
purchase one Class B share at a price corresponding to
120 per cent of the share price at grant. The proposed
Plan has a similar structure as the plan that was adopted
at the 2011 Annual General Meeting.
To ensure the delivery of Class B shares under the Plan,
the Meeting resolved that a maximum of 290,000 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 reappointed as
Chairman of the Audit Committee, with Alexander Izosimov,
Michael Lynton and Lorenzo Grabau reappointed as
Committee members. Lorenzo Grabau was appointed as
Chairman of the Remuneration Committee, with David Chance
and Mia Brunell Livfors reappointed as Committee
members.
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