The shareholders in Delarka Holding AB (publ) are hereby summoned to the annual general meeting on March 25, 2015 at the office of Pareto Business Management AB, Hamngatan 11, Stockholm.
Notification etc.
Shareholders who wish to participate in the general meeting must
Firstly be included in the shareholders' register maintained by Euroclear Sweden AB as of March 18, 2015, and
Secondly notify the company of their participation in the general meeting no later than on March 18, 2015.
The notification shall be in writing to Delarka Holding AB (publ), c/o Pareto Business Management AB, Hamngatan 11, P.O. Box 7415, 103 91 Stockholm, Sweden, or via e-mail: Mattias.Mattsson@pareto.no. The notification should state the name, personal/corporate identity number, address, telephone number and shareholding and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and counsels, shall be appended the notification.
Nominee shares
Shareholders whose shares have been registered in the name of a bank or other trust department or with a private securities broker, must temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Shareholders wishing such re-registration must inform their nominee of this well before March 18, 2015, when such re-registration must have been completed.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of the proxy or, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. The proxy is valid for one year from the issuance or the longer period of validity stated in the proxy, however not more than five year from the issuance. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The power of attorney in original and, where applicable, the registration certificate, should be submitted to the company by mail at the address set forth above well in advance of the general meeting. A proxy form is available on the company's website, www.delarka.se, and will also be sent to shareholders that so request and inform the company of their postal address.
Proposed agenda
1. Election of a chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Presentation of the annual accounts and the auditor's report and, if applicable, the group annual accounts and the auditor's report on the group accounts.
7. Decision:
a) regarding the adoption of the income statement and the balance sheet and, if applicable, of the consolidated income statement and the consolidated balance sheet;
b) regarding appropriation of the company's result according to the adopted balance sheet;
c) regarding discharge from liability for the members of the board of directors and the managing director.
8. Determination of the number of members and deputy members of the board of directors as well as the number of auditors and deputy auditors.
9. Determination of the fees to the board of directors and the auditors.
10. Election of the members and deputy members of the board.
11. Election of auditors.
12. Closing of the meeting.
The board of directors' proposal for resolution on distribution of profit (item 7 (b))
The board of directors of Delarka Holding AB (publ), 556944-5843, proposes that the annual general meeting to be held on March 25, 2015 resolves on distribution of profit, as set out below. It is noted that the board of directors also proposes that SEK 434,279,442 be carried forward.
Of the available profits of SEK 474,279,442, the distribution per share shall amount to in aggregate SEK 8, implying a distribution of in aggregate SEK 40,000,000. Payment of the dividend will take place on four separate occasions before the next annual general meeting with four equal installments. This means that at each installment SEK 2 per share shall be paid, or a total of SEK 10,000,000. It is proposed that the record dates for payment of the dividend shall be April 1, 2015, June 30, 2015, September 30, 2015, December 30, 2015, respectively.
Election of chairman of the meeting, determination of the number of members and deputy members of the board of directors as well as auditors and deputy auditors, fees to the board of directors and the auditors and election of members of the board of directors and auditors (items 1, 8, 9, 10 and 11)
The shareholders Försäkrings AB Alandia, Försäkrings AB Liv-Alandia, Försäkrings AB Pensions-Alandia, Redarnas Ömsesidiga Försäkringsbolag, EOJ 1933 AB, Socialdemokraterna och Gryningskust Förvaltning AB representing in total 35.6% of the shares and votes in the company, have presented the following proposal to the general meeting.
- Lennart Låftman, is proposed to chair the annual general meeting (item 1).
- The number of members of the board of directors shall be three, with no deputy members (item 8).
- The number of auditors shall be one without deputy auditors (item 8).
- The remuneration to the Board of Directors for work conducted until the end of the next annual general meeting is proposed to amount in aggregate SEK 175,000 whereof SEK 75,000 shall be paid to the Chairman and SEK 50,000 shall be paid to each of the other Board Members. In addition to the aforesaid remuneration, an extra fee of SEK 75,000 shall be paid to the Chairman and SEK 50,000 shall be paid to each of the other Board Members that were elected at the annual general meeting 2014 for work connected until the end of this annual general meeting 2015. Auditors' fees are proposed to be paid upon approval of the auditors' invoice (item 9).
- Re-election of the board members Tony Karlström, Lennart Låftman, and Johan Thorell. Lennart Låftman is proposed to be elected as new chairman of the board (item 10).
- Re-election of the registered auditing company Deloitte for the period up to the end of the next annual general meeting (item 11).
Presentation of proposed board members
Tony Karlström was born 1970 and is a Finnish citizen. He has studied at the Swedish School of Economics in Helsinki 1990-1996 and is currently investment director and head of personal insurance at Alandia Försäkring in Mariehamn. Tony Karlström is a director of Ålandsbanken Fondbolag Ab, SHALL Fastigheter AB and in a number of real estate companies within Alandia Försäkring, as well as supervisory board member of Pensionsförsäkringsaktiebolaget Veritas. He does not personally own any shares in Delarka Holding AB (publ), but represents shareholders collectively holding 1,000,000 shares in Delarka Holding AB (publ).
Lennart Låftman was born 1945 and is a graduate from the Stockholm School of Economics, majoring in Finance. He is the chairman of the boards of AVISA AB, Intervalor AB, Ros-Press AB, Dala- Demokraten Annons AB, and EOJ 1933 AB. Lennart is also a member of the boards of Oscar Properties Holding AB, RFSU AB, Royal Opera AB, AB Dala-Demokraten, Folktandvården Stockholms län AB, AB Stockholm Läns Landsting Interfinans and Telge Energi. He was the Managing Director of Femte AP- fonden (sub division of the National Pension System) until 1998. He has also been CEO of Affärsvärlden, a co-founder of Consensus Group and has been an Assistant Professor in Industrial Economy at the Linköping Institute of Technology and as a financial journalist. He does not personally own any shares in Delarka Holding AB (publ), but represents shareholders collectively holding 750,000 shares in Delarka Holding AB (publ).
Johan Thorell was born in 1970 and is a graduate from Stockholm School of Economics, majoring in Finance. He has been active in the real estate sector since 1996. Johan Thorell is the chairmanof the boards of game federation svenska AB, Hållsta Fastighetsutveckling AB and Fastighets AB Bromma Center Södra. He is also a board member of Rindi Energi AB, AB Sagax, Oscar Properties Holding AB, Cassandra Oil AB, Hemsö Fastighets AB and Tagehus Holding AB. He is a board member and managing director of Gryningskust Holding AB, JT Bromma Invest and Förvaltningsaktiebolaget Hummelbosholm. Limited partner in WASA Property Nassjö KB. Johan Thorell holds 30,000 shares in Delarka Holding AB (publ) indirectly.
Number of shares and votes
There are 5,000,000 shares and 5,000,000 votes in the company. The company holds no own shares.
Information at the general meeting
The board of directors and the managing director shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the group.
Documentation
The annual report, the auditor's report and the board of directors' proposal for distribution of profit and attached statement, will not later than March 4, 2015 be held available at the company's office at Delarka Holding AB (publ), c/o Pareto Business Management AB, Hamngatan 11, P.O. Box 7415, SE-103 91 Stockholm, Sweden, and on the company's website www.delarka.se as well as sent to the shareholders who so request and inform the company of their postal address.
Stockholm February 24, 2015
DELARKA HOLDING AB (PUBL)
The board of directors
The following documents can be retrieved from beQuoted
Delarka Notice of Annual General Meeting (English).pdf
Delarka Kallelse till årsstämma (Swedish).pdf
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