Tribona AB (publ) Notice of Annual General Meeting of shareholders in Tribona AB

| Source: Tribona AB Tribona AB

Lund, Sweden, 2014-03-21 08:30 CET (GLOBE NEWSWIRE) --  

NOTE: This is an office translation of the original notice, which is in Swedish. In case of discrepancies, the Swedish version shall prevail.

 

NOTICE OF ANNUAL GENERAL MEETING OF TRIBONA AB (PUBL)

 

The shareholders of Tribona AB (publ) are hereby given notice to attend the annual general meeting on April 22nd, 2014, at 13.00 at the office of MAQS Lawfirm, Mäster Samuelsgatan 20, Stockholm, Sweden, entry and registration starts at 12.30.

 

Right to participate

A right to participate at the annual general meeting applies for those who have been recorded in the share register kept by Euroclear Sweden AB on April 14th, 2014, and who gives notice of intent to participate at the annual general meeting no later than on the same day at 16.00. Notice shall be made in writing to Tribona AB, c/o Fredersen Advokatbyrå, att: Christina Rentschler, Turning Torso, 211 15 Malmö, Sweden, by e-mail to christina.rentschler@fredersen.se, by fax to +46-40-232003 or by telephone to +46-40-109795 or +46-702-123063. When notifying, the shareholders should state name, personal identity number or registration number and daytime telephone number. When applicable the number of advisors (maximum two) must also be stated.

 

Shareholders whose shares are registered under the name of a nominee must temporarily register their shares in their own names with Euroclear Sweden AB to be entitled to participate in the meeting. Such registration must be in effect no later than April 14th, 2014 and should be requested with the nominee well in advance.

 

Proxy

If shareholders wish to be represented by proxy, a power of attorney shall be issued to the proxy. If the power of attorney is issued for the legal entity a copy of the registration certificate or, if no such document exists, equivalent documentation shall be included with the notification. The power of attorney and the registration certificate may not be issued earlier than one year before the annual general meeting, except if the power of attorney indicates a longer duration, with a maximum of five years. To facilitate registration at the general meeting, the power of attorney in original as well as registration certificate and other documents of authority should be provided to Fredersen Advokatbyrå to the address above preferably before 16.00 on April 14th 2014. If the power of attorney and other authorization documents have not been submitted in advance, the power of attorney and other authorization documents must be presented at the general meeting. Power of attorney forms are available at the Company and on the Company’s website, www.tribona.se, and will be sent upon request to any shareholder who states their postal address.

 

Proposal of agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of two persons to confirm the minutes
  6. Determination as to whether the meeting has been duly convened
  7. Presentation of the annual report and the audit report
  8. Adoption of the balance sheet and the income statement
  9. Allocation of profit according to the adopted balance sheet
  10. Resolution as to the Board of Directors’ and the CEO’s discharge from liability
  11. Resolution as to the number of Board Members, Deputy Board Members, Auditors and Deputy Auditors
  12. Resolution on the remuneration to the Board of Directors and Auditor
  13. Election of Board Members
  14. Election of Chairman of the Board
  15. Election of Auditor
  16. Resolution on guidelines for the Nomination Committee
  17. Resolution as to principles for remuneration of Senior Executives
  18. Resolution to issue new shares
  19. Authorization of the Board of Directors to acquire and transfer shares
  20. Authorization of the Board of Directors to make minor adjustments of the decisions
  21. Closing of the meeting

 

Dividend (item 9)

The Board of Directors proposes that dividend for the financial year 2013 is distributed with SEK 0.50 per share with record day for dividend on April 25th, 2014, meaning that the last day of trading including the right to dividend is April 22nd, 2014 and that payment will occur on April 30th, 2014.

 

Election of Chairman of the Meeting, Board of Directors, Chairman of the Board and Auditor, decisions regarding Remuneration and Guidelines for the Nomination Committee (items 2, 11-16)

The nomination committee, composed by Jakob Mörndal (Klövern AB), Chairman, Michael Gobitschek (Skagen Vekst), Jesper Bonnivier (Länsförsäkringar Fastighetsfond) and Mats-Olof Ljungquist as Chairman of the Board, propose as follows;

  • Chairman of the Meeting: Mats-Olof Ljungquist,
  • Number of Board Members: five members and no deputy members,
  • Auditor: a registered public accounting firm,
  • Renumeration: SEK 150,000 to the Chairman of the Board and SEK 100,000 each to the other Board Members
  • Remuneration to the Auditors: according to an authorized account
  • Board Members: re-election of Rutger Arnhult, Patrik Essehorn, Christina Källenfors, Mats-Olof Ljungquist och Malin Rylander Lejon
  • Chairman of the Board: re-election of Mats-Olof Ljungquist,
  • Auditor: re-election of Ernst & Young (Ernst & Young has notified that Mikael Ikonen will continue as responsible auditor if re-elected); and
  • That the following instruction shall apply for the Nomination Committee for the Annual General Meeting 2015: The Chairman of the Board shall, when the registered shareholding of the company as per September 30th 2014 are known, promptly contact the three largest, in terms of votes, registered shareholders according to the share register 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 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. The Nomination Committee shall appoint one member as chairman. The names of the members of the Nomination Committee shall be made public no later than six months prior to the Annual General Meeting of 2015. When constituting the Nomination Committee, the provisions regarding independence in the Swedish Code of Corporate Governance (the ”Code”) shall be taken into account. The Nomination Committee shall follow and fulfil the assignments set out in the articles of association and the Code and shall present proposals for the process of appointing a new Nomination Committee for the next Annual General Meeting. Should any of the shareholders who have appointed a member of the Nomination Committee transfer a substantial part of its shares in the company before the Nomination Committee has fulfilled its assignment, the member appointed by that shareholder shall, if the Nomination Committee so decides, resign and, if the Nomination Committee sees fit, be replaced by a new member who represents the shareholder who at that point is the largest, in terms of votes, shareholder not represented in the Nomination Committee. Should any of the members of the Nomination Committee, before the assignment of the Nomination Committee has been fulfilled, no longer represent the shareholder who appointed that member, such member shall, should the Nomination Committee so decide, be replaced by a new member appointed by that shareholder. Should the registered shareholding of the company change substantially in any other way before the assignment of the Nomination Committee has been fulfilled, the Nomination Committee may either decide on changes in the composition of the Nomination Committee according to the principles set out above, or the Nomination Committee may conclude its assignment without the appointment of a new member. The term of office for the Nomination Committee shall be until a new Nomination Committee has been appointed. The members of the Nomination Committee shall not be entitled to any remuneration for their work. If necessary, the company shall compensate reasonable costs, which the Nomination Committee has deemed necessary for the fulfilment of its assignment. The Nomination Committee shall be entitled to call in one or more additional members, who shall not be entitled to vote.

 

Decision on Guidelines regarding Remuneration for Senior Executives (item 17)
The Board of Directors proposes the following guidelines for Senior Executives.
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. Currently, the CEO, CFO and Property Manager are considered as 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 outcome of the variable compensation shall be disbursed as a non-pensionable 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 Managing Director, 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.

 

Resolution to issue shares (item 18)

With the purpose to create conditions in which the Company can reach the growth target communicated earlier, the Board of Directors proposes that the Annual General Meeting decide the issuing of new shares with pre-emption rights to the shareholders on the following primary terms. The share capital shall increase with maximum SEK 155,702.56 by the issue of 9,731,410 new shares. One share shall on the record day, May 5th, 2014, entitle to one subscription right. Four subscription rights shall entitle to the subscription of a new share at the issuing price of SEK 30.

 

The subscription period shall run from and including May 8th until and including May 22nd, 2014, or any later date decided by the Board of Directors.

 

Subscription based on subscription rights is made by payment. Subscription not based on subscription rights is made on a subscription list. Payment for shares subscribed without subscription rights is made in accordance with instructions on the transaction note, no later than 3 banking days after the dispatch of the transaction note. Shares not subscribed for using subscription rights shall be assigned to whoever has subscribed for shares without subscription rights. Allocation when subscription is done without subscription rights shall, firstly, be made to others who also have subscribed for shares based on subscription rights and, as far as allocation cannot fully be made, in relation to the amount each one has subscribed for based on subscription rights, and when this cannot be done, by drawing of lots. Allocation when subscription is done without subscription rights shall, secondly, be done to others who have subscribed for shares without subscription rights and, as far as allocation cannot fully be done, in relation to the amount each one has declared for subscription and, when this cannot be done, by drawing of lots.

 

New shares shall entitle to dividend on the first record day for dividend occurring after the new shares have been registered.

 

Authorization of the Board of Directors to acquire and transfer shares (item 19)

The Board of Directors proposes that the Annual General Meeting decide the following. 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 corresponding to the market value when the offer is announced or (ii) by way of acquisition on the NASDAQ OMX Stockholm at a price within the prevailing price interval 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 one tenth 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-emption 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 shall 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.

 

Authorization of the Board of Directors to make minor adjustments of the decisions (item 20)

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, the CEO or the person appointed by the Board of Directors to make such minor adjustments and clarifications to the decisions taken by the Annual General Meeting to the extent necessary for the registration of the decisions.

 

Other information

Decisions according to paragraph 19 shall only be valid if supported by shareholders holding at least two-thirds of the votes casted as well as the shares represented at the meeting.

 

When this notice to attend the Annual General Meeting was issued, the total number of shares and votes in the company was 38,925,641.

 

Accounting documents, Auditor’s report and complete supporting documents will be available at the company and on the company’s website www.tribona.se, during a period of not less than three weeks prior to the Annual General Meeting. Copies of the documents will be sent upon request to any shareholder stating his postal address. Upon request by any shareholder, the Board of Directors and the CEO shall at the Annual General Meeting provide information regarding any circumstance which may affect the assessment of a matter on the agenda and any circumstance which may affect the assessment of the company’s or any subsidiary’s financial position, provided that such information in the opinion of the Board of Directors and the CEO may be given without causing significant harm to the company, or any subsidiary. The duty to provide information shall apply also to the company’s relationship to other group companies.

 

Lund, March 2014

Tribona AB (publ)

The Board of Directors

Attachments

Tribona AB (publ) Notice of Annual General Meeting of shareholders in Tribona AB.pdf