Report from the Annual General Meeting 2014

Press release from Elanders AB (publ) 2014-05-06

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.

The Annual General Meeting, led by Chairman of the Board Carl Bennet, decided to:

• adopt the annual accounts for 2013
• discharge the members of the Board and the Chief Executive Officer from liability for the financial year 2013
• grant the Board a remuneration of a total of SEK 3,175,000 to be divided among the members for the financial year 2014, including committee work, according to the proposal in the summons to attend
• appoint, according to the proposal in the summons to attend, the following members to the Board until the next Annual General Meeting is held in 2015:
  Carl Bennet (re-election)
  Erik Gabrielson (re-election)
  Göran Johnsson (re-election)
  Cecilia Lager (re-election)
  Magnus Nilsson (re-election)
  Kerstin Paulsson (re-election)
  Johan Stern (re-election)
  Linus Karlsson (new election)
  Anne Lenerius (new election)
• appoint, according to the proposal in the summons to attend, Carl Bennet as Chairman of the Board
• approve the proposal given in the summons to re-elect the auditor PricewaterhouseCoopers
• the nomination committee until the next Annual General Meeting should be formed and perform the duties proposed in the summons to attend
• adopt the proposal for the remuneration of senior officers made by the Board in the summons to attend

In his speech the CEO Magnus Nilsson reported on the motives for the acquisition of Mentor Media. He also reported on Elanders’ expectations on 2014 regarding geographical sales and sales by product area. In 2014 Elanders expects that some 40 % of the sales will stem from Asia, 50 % from Europe and 10 % from Americas. Supply Chain Solutions are expected to account for some 40 %, Print & Packaging Solutions 40 % and e-Commerce Solutions 10 %.

The Annual General Meeting finally resolved, in accordance with the Board’s proposal, on a rights issue of approximately SEK 125 million. The issue proceeds will be used to part-finance the acquisition of Mentor Media. As a result of the rights issue, not more than 3,788,332 new shares are issued, of which not more than 194,444 A-shares and not more than 3,593,888 B-shares. Six existing A- or B-shares, respectively, entitle to subscription for one new A- or B-share, respectively. The rights issue is guaranteed in its entirety by Carl Bennet AB.

The subscription price in the rights issue amounts to SEK 33 per share. The record date for participation in the rights issue is 13 May 2014. Subscription of the new shares shall be made during the period 15 May – 2 June 2014. The last day for trading in the Elanders-share including the right to participate in the rights issue is 8 May 2014.

A prospectus will be made public and distributed to the shareholders prior to the commencement of the subscription period.

Minutes from the Annual General Meeting will be available on the company website as soon as they have been verified.

Elanders AB (publ)

The Board of Directors

Important information
This press release is not an offer for subscription of shares in Elanders. A prospectus relating to the rights issue referred to in this press release will be made public by the company prior to the commencement of the subscription period. This press release is not a prospectus and investors should not subscribe for or purchase any securities referred to in this press release, except on the basis of information provided in the prospectus.

This press release may not be made public, released or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, Singapore, South Africa or New Zealand or any other jurisdiction in which the distribution of this press release would be unlawful. Further, this press release does not constitute an offer to sell new shares, paid subscribed for shares (“BTA”) or subscription rights to any person in any jurisdiction in which it is unlawful to make such offer to such person or where such an offer would require additional prospectuses, registration or measures other than those pursuant to Swedish law. The prospectus, application form or other documents associated with the rights issue may not be distributed in or to any country where such distribution or the rights issue would require such actions set forth in the preceding sentence or be in violation of the regulations of such country.

The new shares, BTAs and subscription rights have not been recommended by a U.S. federal or state securities commission or regulatory authority. No new shares, BTAs, subscription rights or other securities issued by Elanders have been or will be registered under the U.S. Securities Act of 1933, or under any other securities legislation in any state of the U.S. or any province in Canada. Accordingly, no new shares, BTAs, subscription rights or other securities issued by Elanders may be transferred or offered for sale in the United States or Canada, other than in such exceptional cases that do not require registration. The securities issued in the rights issue will not be offered to the public in the United States.

Elanders has not authorized any offer of securities to the public in any country in the European Economic Area (“EEA”) other than Sweden. In other member states in the EEA which have implemented the Directive 2003/71/EC (the “Prospectus Directive”) (each, a “Relevant Member State”), no action has been undertaken and will not be undertaken to make an offer of securities to the public requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States to (a) any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive.

The rights issue is only directed at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). The securities issued in the rights issue will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

SEB Corporate Finance is acting for Elanders and no one else in connection with the rights issue and will not be responsible to anyone other than Elanders for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue.

Elanders discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 6 May 2014.