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

| Source: Tribona AB Tribona AB

Lund, Sweden, 2015-03-20 08:00 CET (GLOBE NEWSWIRE) --  

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

 

The shareholders of Tribona AB (publ) are hereby summoned to attend the Annual General Meeting (“AGM”) on April 22nd, 2015, at 13.00 CET at the office of MAQS, Mäster Samuelsgatan 20, Stockholm, Sweden. Registration starts at 12.30 CET.

 

Right to participate

Those who have been recorded as shareholders in the share register kept by Euroclear Sweden AB as per April 16th, 2015, and who, no later than April 16th, 2015 at 16.00 CET, give notice to the company of their intent to participate at the AGM have a right to participate in the AGM. Notice to participate shall be given in writing to Tribona AB, c/o Fredersen Advokatbyrå, Turning Torso, 211 15 Malmö, Sweden, by e-mail to tribona@fredersen.se  or by fax to +46-40-232003. The notice shall contain the shareholder’s name, personal identity number or registration number and daytime telephone number and, where applicable, the number of advisors (maximum two). Subsequent to giving notice of participation the shareholder will receive a confirmation. If no confirmation is received, notice has not been duly given.

A shareholder whose shares are registered under the name of a nominee must temporarily register his shares in his own name with Euroclear Sweden AB to be entitled to participate in the AGM. Such registration must be in effect no later than April 16th, 2015 and should be requested with the nominee well in advance. Shareholders whose shares are registered at the Norwegian Central Securities Depository (norske Verdipapirssentralen VPS) must send a request in writing to DNB Bank ASA, Verdipapirservice, P.O. Box 1600 Sentrum, 0021 Oslo, Norway or by e-mail to vote@dnb.no no later than 12.00 noon CET, April 14th, 2015.

 

Proxy

If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the power of attorney is issued for a legal entity, a copy of the registration certificate or, if no such document exists, equivalent documentation shall be included with the notification. To facilitate registration at the AGM, please provide the power of attorney in original as well as registration certificate and other documents of authority to Fredersen Advokatbyrå to the address above preferably before 16.00 on April 16th, 2015. 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 AGM. 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 register
  4. Approval of the agenda
  5. Election of two persons to attest the minutes
  6. Determination as to whether the meeting has been duly convened
  7. Presentation of the annual report and the auditor’s report as well as the group accounts and and the auditor’s report for the group
  8. Adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
  9. Allocation of the company’s profits as set forth in the adopted balance sheet
  10. Resolution on discharge from liability for the Board Members and the CEO
  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 principles for the Nomination Committee
  17. Resolution on principles for remuneration of Senior Executives
  18. Authorization of the Board of Directors to issue new shares
  19. Authorization of the Board of Directors to acquire and transfer own shares
  20. Authorization of the Board of Directors to make adjustments of the decisions
  21. Closing of the meeting

 

Resolution proposals

Dividend (item 9)

The Board of Directors proposes that dividend for the financial year 2014 is distributed in the amount of SEK 0.50 per share.  The last day of trading including a right to receive dividend is the day of the AGM, April 22nd, 2015. The proposed record day for dividend is April 24th, 2015. If the AGM decides accordingly, payment should be made from Euroclear Sweden AB on April 29th, 2015.

 

 Election of 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, Jesper Bonnivier (Länsförsäkringar Fastighetsfond), Anna Jakobsson (Nordea Fonder), and Mats-Olof Ljungquist in capacity as Chairman of the Board, proposes as follows:

  • Chairman of the Meeting: Mats-Olof Ljungquist,
  • Number of Board Members: five members and no deputy members,
  • Number of auditors: one registered accounting firm,
  • Renumeration: SEK 150,000 to the Chairman of the Board (unchanged) and SEK 100,000 each to the other Board Members (unchanged); however, any Board Member who is employed by the company shall not receive remuneration in capacity as Board Member; any Board Member conducting committee duty will not receive any further remuneration;
  • Remuneration to the Auditors: according to an approved account
  • Board Members: re-election of Rutger Arnhult, Patrik Essehorn, Mats-Olof Ljungquist and Malin Rylander Lejon and election of Annelie Jansson, as Christina Källenfors has declined re-election
  • Chairman of the Board: re-election of Mats-Olof Ljungquist,
  • Auditor: re-election of Ernst & Young AB (Ernst & Young has notified that Mikael Ikonen will continue as auditor-in-charge if Ernst & Young is re-elected); and
  • That the following instruction shall apply for the Nomination Committee for the AGM 2016: The Chairman of the Board shall, when the registered shareholding of the company as per August 31st, 2015 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 AGM of 2016. When constituting the Nomination Committee, the provisions regarding independence in the Swedish Corporate Governance Code (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 AGM. 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.

 

Anneli Jansson, born 1974, holds a Master of Science in Surveying from the Swedish Royal Institute of Technology and is in charge of the Nordic business of Grosvenor Fund Management since 2012. She has previously been a Tenant Representative with KF Fastigheter and Investment Manager at Vision & Resurs Property Development and she has experience from property valuation.

 

 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 monthly 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 annually. 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.

 

Authorization of the Board of Directors to issue shares (item 18)

The Board of Directors proposes that the AGM decide the following. The Board of Directors is authorized to issue new shares, on one or more occasions prior to the next AGM, with or without regard to shareholders’ pre-emption rights. 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 per cent of the shares from time to time outstanding.

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

The Board of Directors proposes that the AGM decide the following. The Board of Directors is authorized to resolve, on one or more occasions prior to the next AGM, on acquisition or transfer of own shares.

Acquisition may be made (i) by an offer to all shareholders at a price equivalent to the stock quote when the offer is announced or (ii) by way of acquisition on Nasdaq Stockholm at a price within the price interval prevailing from time to time. 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 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 Stockholm shall be made at a price within the prevailing price interval of Nasdaq 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 adjustments of the decisions (item 20)

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

 

Other information

Decisions according to paragraphs 18 and 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 AGM was issued, the total number of shares and votes in the company was 48,657,051. The company does not hold any own shares.

Accounting documents, Auditor’s report, Auditor’s opinion on the application of the decision on Guidelines regarding Remuneration for Senior Executives from the AGM 2014 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 AGM. 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 AGM 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 2015

Tribona AB (publ)

The Board of Directors

 

For further information
Per Johansson, CEO: +46 708 17 1363, e-mail: per.johansson@tribona.se
Tommy Åstrand, CFO: +46 705 45 5997, e-mail: tommy.astrand@tribona.se

 

This information is such that Tribona AB (publ) is obliged to disclose under the Securities Market Act and/or the Financial Instruments Trading Act. The information was made available for publication on 20 March 2015, 08:00 CET.

 

 

 

About Tribona
Tribona is one of Sweden’s largest listed pure-play logistic property company. The property portfolio consists of modern and strategically located logistic properties, 29 in Sweden and one in Denmark, with a total lettable area of about 686 000 square meters. For more information, visit www.tribona.se

 

Attachments

Notice of Annual General Meeting of Tribona AB (publ) - 2015-04-22.pdf