Stockholm, Sweden, 2013-06-26 13:10 CEST (GLOBE NEWSWIRE) --
Decisions at the Annual General Meeting in Tribona AB (publ)
At the Annual General Meeting in Tribona AB (publ) on June 26th 2013 following decisions, among others, where made:
Dividend
The Annual General Meeting decided that for the 2012 financial year adopt the Board’s proposal for appropriation of earnings and that no dividend for the 2012 financial year will be distributed.
Board of Directors and Auditor
The Annual General Meeting resolved to re-elect Mats-Olof Ljungquist and Rutger Arnhult and election of Malin Rylander Lejon, Patrik Essehorn and Christina Källenfors. Mats-Olof Ljungquist was re-elected as Chairman of the Board. The general meeting resolved that remuneration will be SEK 47,000 to the Chairman of the Board for the period from 18th April 2013 to today’s date and SEK 250,000 for the period thereafter up and until the next Annual General Meeting and to each other Board Members SEK 19,000 for the period from 18th April 2013 to today’s date and SEK 100,000 for the period thereafter up and until the next Annual General Meeting.
The Annual General Meeting elected, for the period until the next Annual General Meeting, the registered public accounting firm Ernst & Young AB as the Company’s auditors. Remuneration according to an authorized account.
Remuneration for Senior Executives
The Annual General meeting approved the Board’s proposal for guidelines of remuneration for management:
The company shall offer a total remuneration adjusted to the conditions on the market, making it possible for the Company to recruit and retain Senior Executives.
The remuneration to Senior Executives shall consist of fixed salary, variable compensation, pension and other benefits. Fixed salary and variable compensation together constitute the individual’s target salary.
The fixed salary shall take into consideration the responsibility and experience of the individual and will be reviewed on a yearly basis. The allocation between fixed salary and variable compensation shall be in proportion to the responsibility and powers of the individual. The variable compensation shall be limited in advance to a maximum amount and shall be given based on predetermined and measurable criteria.
For the CEO, the variable compensation shall be based on individual targets to be determined by the Board of Directors. Such targets may, inter alia, be connected to result, turnover and/or cash flow. For other Senior Executives, the variable compensation shall be based on individual targets and/or the result of the Senior Executive’s area of responsibility.
Pension terms shall be adjusted to the conditions on the market, taking into account the terms for corresponding officials on the market, and shall be based on defined contribution plans. The retirement age shall be at the most 67 years. Severance pay for a Senior Executive may be paid with an amount not exceeding an amount corresponding to 12 fixed monthly salaries. Severance pay and notice pay shall not exceed an amount corresponding to 18 fixed monthly salaries. An Executive holding a position as Board Member or Deputy Board Member in a company within the company group shall not be entitled to additional remuneration for such position.
The Board of Directors may deviate from these guidelines in an individual case of special circumstances.
Nomination Committee
The Annual General Meeting resolved that the Chairman of the Board shall, when the registered shareholding of the company as per 30 September 2013 are known, promptly contact the three largest (in terms of votes) shareholders according to the share ledger and invite them to appoint one member each to the Nomination Committee. Should such shareholder not wish to appoint a member, the largest shareholders (in terms of votes) thereafter following shall be invited to appoint members of the Nomination Committee, until three members have been appointed. The appointed members shall, together with the Chairman of the Board, constitute the Nomination Committee.
Authorization of the Board of Directors to issue shares
The Annual General Meeting resolved that the Board of Directors is authorized to, on one or more occasions prior to the next Annual General Meeting, with or without regard to shareholders’ pre-emption rights, issue new shares. The payment of issued shares may be in cash, by non-cash consideration, by set-off or otherwise subject to terms and conditions stated in The Swedish Companies Act, chapter 2 section 5, second paragraph, points 1-3 and 5. The number of shares to be issued pursuant to the authorization shall be limited to 10 percent of the from time to time outstanding shares.
Authorization of the Board of Directors to acquire and transfer shares
The Annual General Meeting resolved that the Board of Directors is authorized to resolve, on one or more occasions prior to the next Annual General Meeting, on acquisition or transfer of own shares.
Acquisition may be made (i) by an offer to all shareholders at a price not below the market value when the offer is announced and no more than 110 percent of this rate or (ii) by way of acquisition on the NASDAQ OMX Stockholm at a price within the spread between the highest bid price and lowest ask price prevailing from time to time on the Exchange. The maximum number of shares to be acquired shall be such that the company’s holding from time to time does not exceed 10 perent of all shares in the company.
Transfer may take place on NASDAQ OMX Stockholm, with preference given to shareholders or, with deviation from the shareholders' pre-emotion rights, to third parties. The payment for the transferred shares may be made in cash, by non-cash consideration, by set-off or otherwise subject to terms and conditions. Transfers may only be made with the number of shares the company from time to time holds. Transfers on NASDAQ OMX Stockholm may only be made at a price within the prevailing price interval of NASDAQ OMX Stockholm, i.e. the interval between the highest bid price and lowest ask price.
The purpose of the authorization is to improve the company's capital structure and to enable the transfer of shares in connection with financing of possible acquisitions.
For further information:
Peter Strand, CEO: + 46 70 588 16 61, e-mail: peter.strand@tribona.se
About Tribona
Tribona AB (publ) is Sweden's largest pure-play logistic property company. The property portfolio consists of modern and strategically located logistic properties, 19 in Sweden and one in Denmark, with a total lettable area of about 734 000 square meters. For more information, please visit www.tribona.se
