GÖTEBORG, Sweden--(BUSINESS WIRE)--Regulatory News:
The shareholders of Wallenstam AB (STO:WALLB), co. reg. no. 556072-1523, are called to attend the AGM on Tuesday, 28 April 2015 at 16:00 at the Elite Park Avenue Hotel, Kungsportsavenyen 36–38 in Gothenburg, Sweden. The venue opens for registration at 15:00. Light refreshments will be served before the AGM.
Registration, etc. Shareholders wishing to participate in the AGM must be registered as shareholders in the shareholders’ ledger administered by Euroclear Sweden AB by Wednesday, 22 April 2015, and must also register with the company on 22 April 2015 (preferably before 16:00) their intention to participate in the AGM.
Registration to participate in the AGM may take place in the following ways:
· by telephone on +46 31-743 95 91 · by mail to Wallenstam AB (publ), FAO: Louise Wingstrand, SE 401 84 Gothenburg SWEDEN · by email to arsstamma@wallenstam.se · on the Wallenstam website at www.wallenstam.se/arsstamma
Upon registration, shareholders must provide:
· their name (company) · personal ID number (company registration number) · address and telephone number · the name and personal ID number of any agent · the number of any accompanying assistant(s) (no more than two)
Shareholders who have their shares registered with nominees must re-register their shares in their own name for the right to participate in the AGM. Such registration, which may be temporary, must be carried out at Euroclear Sweden AB on Wednesday, 22 April 2015. Shareholders should request their nominees to take care of re-registration in good time before this date.
Shareholders represented by agents must complete written, dated proxies for their agents. Proxy forms can be obtained from www.wallenstam.se/arsstamma. Proxy forms should be sent in original to the company at the above address in good time before the AGM. If a proxy is issued by a legal entity, the registration certificate or equivalent document must be sent to the company. Note that shareholders who are represented by proxies must also register with the company according to the instructions above and be listed as shareholders in the shareholders ledger on 22 April 2015.
Proposed agenda
1. The meeting is opened
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two verifiers of the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Statements by the Chairman of the Board and the CEO
8. Presentation of the annual report and the consolidated financial statements and also the audit report regarding the parent company and the group 9. Resolution regarding the adoption of the income statement and balance sheet and also the consolidated income statement and consolidated balance sheet
10. Resolution regarding the allocation of the company’s profit as reported in the adopted balance sheet
11. Resolution regarding discharge from liability for the Board members and the CEO
12. Report of the nomination committee’s work
13. Approval of the number of Board members, alternate Board members and the number of auditors and substitute auditors
14. Approval of the remuneration to be paid to Board members and the auditor
15. Election of the Chairman of the Board and other Board members
16. Election of the auditor and substitute auditor
17. Resolution regarding the nomination committee
18. Resolution regarding guidelines for remunerations to senior executives
19. Resolution regarding the division of shares (share split)
20. Resolution regarding amendments to the articles of association
21. Resolution regarding authorization for the Board to decide on the acquisition of the company’s own shares
22. Resolution regarding authorization for the Board to decide on the assignment of the company’s own shares
23. Closure of the meeting
Motions
Item 2: The nomination committee proposes that Chairman of the Board Christer Villard be elected Chairman of the Meeting.
Item 10: The Board of Directors proposes that a dividend be paid for the 2014 financial year in the amount of SEK 2.25 per share (previous year SEK 2.00 per share). The Board of Directors proposes Thursday, 30 April 2015 as the record date for the receipt of dividends. If the AGM adopts the proposal, dividend distribution is planned to take place from Euroclear Sweden AB on Wednesday, 6 May 2015.
Item 13: The nomination committee proposes that five board members without alternates be appointed and that one auditor and one substitute auditor be appointed.
Item 14: The nomination committee proposes fees be paid to Board members in the following amounts (2014 resolution in brackets):
· Chairman of the Board SEK 670,000 (650,000) · Deputy Chairman: SEK 240,000 (235,000) · Other Board members: SEK 140,000 (135,000)
The sums include compensation for committee work. The proposed total compensation to Board members amounts thus to SEK 1,330,000 (1,290,000).
The nomination committee proposes that a fee be paid to the auditor according to approved invoice.
Item 15: The nomination committee proposes all current Board members, i.e. Christer Villard, Ulrica Jansson Messing, Agneta Wallenstam, Erik Åsbrink and Anders Berntsson, for re-election. The nomination committee further proposes Christer Villard for re-election as Chairman of the Board. A presentation of the individuals proposed for election to the Board by the nomination committee is available on the Wallenstam website at www.wallenstam.se/arsstamma.
Item 16: The nomination committee proposes re-election of Harald Jagner as the company’s auditor and re-election of Pernilla Lihnell as the company’s substitute auditor, both from Deloitte AB, until the end of the 2016 AGM.
Item 17: The nomination committee proposes that a new nomination committee be appointed for the 2016 AGM according to the following:
If the AGM approves the nomination committee’s proposal in respect of Chairman of the Board, Christer Villard is proposed for election to the nomination committee in his capacity as Chairman of the Board, otherwise the individual elected as Chairman. It is further proposed that Hans Wallenstam be elected to the nomination committee in his capacity as principal shareholder in Wallenstam, and also Lars-Åke Bokenberger in his capacity as the AMF representative. Said persons have declared that they wish to appoint Dick Brenner as a nomination committee member; accordingly, Dick Brenner is proposed for election as a member and chairman of the nomination committee.
The nomination committee also proposes that the nomination committee appointed by the 2015 AGM be charged with preparing proposals for the nomination committee for the 2016 AGM.
Item 18: The Board of Directors proposes that the AGM adopt guidelines for remunerations to senior executives in the company in regard to agreements entered into during the period between the 2015 AGM and the conclusion of the 2016 AGM according to the following:
The guidelines include the CEO and other individuals in the company’s senior management.
Fixed salaries Senior executives must be offered fixed salaries on prevailing market terms and which are based on the employee’s area of responsibility and performance.
Pension benefits Senior executives must be offered pension benefits on prevailing market terms chiefly in the form of premium-based pension agreements.
Non-monetary benefits Senior executives must be offered customary non-monetary benefits that inter alia facilitate the performance of their work; such benefits include cars, mobile telephones and occupational health services. Additionally, benefits in the form of accommodation may also be offered in exceptional cases.
Variable remunerations In addition to fixed salaries, variable remunerations that reward measurable goal-oriented performance may also be offered. Such variable remunerations must seek to promote the creation of long-term value within the Group. Furthermore, the Board, in connection with the conclusion of a published company business plan and to the extent the Board considers appropriate, will have the right to resolve on monetary compensation to the CEO and the Deputy CEOs as a reward for work performed extraordinarily well during the implementation of the business plan.
Variable remuneration must be paid in the form of salary and may not exceed the fixed remuneration for the position concerned for the relevant year. Payments in respect of the incentive programme below are not pensionable.
Share-related remuneration Senior executives may be offered incentives in the form of so-called synthetic options if such an offer is available to all personnel employed indefinitely in the company.
Period of notice and severance pay A reciprocal period of notice of six months applies to senior executives. Severance pay, including salary during the period of notice, may not exceed 24 monthly salary payments.
The Board retains the right to deviate from the guidelines if there are particular reasons for this in individual cases.
Item 19: The board of directors proposes that the AGM resolve to increase the number of shares in the company by dividing each current share into two shares of the same type (2:1 share split). The proposed date of record for the division of shares is 26 May 2015.
Following the share split, the company will have a total of 340,000,000 shares outstanding, of which 34,500,000 A shares, and 305,500,000 B shares.
The Board of Directors also proposes that the CEO, or the CEO’s nominee, be authorized to make such minor adjustments to the resolution as are manifestly necessary in connection with registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Item 20: The Board of Directors proposes that the AGM resolve to amend Section 6, Section 9, first paragraph, and Section 10 in the Articles of Association according to the wording proposed below.
Current wording
§ 6 - Board composition The Board must comprise at least four and no more than eight members with a maximum of an equivalent number of alternates.
Proposed wording (new text in italics)
§ 6 - Board composition The Board must comprise at least four and no more than eight members without alternates.
Current wording
§ 9 – Notice to attend (first paragraph) Notice to attend the AGM must be given through the Official Swedish Gazette (Post- och Inrikes Tidningar) and the company’s website. Notice that an AGM is convened must be advertised in Svenska Dagbladet and Göteborgs Posten.
Proposed wording (new text in italics)
§ 9 – Notice to attend (first paragraph) Notice to attend the AGM must be given through the Official Swedish Gazette (Post- och Inrikes Tidningar) and the company’s website. Notice that an AGM is convened must be advertised in Dagens Industri.
Current wording
§ 10 Annual General Meeting
The following matters must be addressed at the AGM:
1. Election of Chairman of the Meeting 2. Preparation and approval of the voting list 3. Approval of the agenda 4. Election of one or two verifiers of the minutes of the meeting 5. Determination of whether the meeting has been duly convened 6. Presentation of the annual report and audit report and where applicable the consolidated financial statements and audit report for the group 7. Resolutions a) regarding the adoption of the income statement and balance sheet and where applicable the consolidated income statement and consolidated balance sheet, b) regarding the allocation of the company’s profit or loss as reported in the adopted balance sheet, c) regarding the discharge from liability for the Board members and the CEO. 8. Approval of the number of Board members, alternate Board members and, where applicable, the number of auditors and alternate auditors 9. Approval of the remuneration to be paid to Board members and, where applicable, auditors 10. Election of Board members and alternate Board members 11. Where applicable, election of an auditor and alternate auditor 12. Other matters that concern the AGM pursuant to the Swedish Companies Act or the Articles of Association.
Proposed wording (new text in italics)
§ 10 Annual General Meeting
The following matters must be addressed at the AGM:
1. Election of Chairman of the Meeting 2. Preparation and approval of the voting list 3. Approval of the agenda 4. Election of one or two verifiers of the minutes of the meeting 5. Determination of whether the meeting has been duly convened 6. Presentation of the annual report and audit report and where applicable the consolidated financial statements and audit report for the group 7. Resolutions a) regarding the adoption of the income statement and balance sheet and where applicable the consolidated income statement and consolidated balance sheet, b) regarding the allocation of the company’s profit or loss as reported in the adopted balance sheet, c) regarding discharge from liability for the Board members and the CEO. 8. Approval of the number of Board members and the number of auditors and alternate auditors 9. Approval of the remuneration to be paid to Board members and auditors 10. Election of Board members 11. Election of the auditor and alternate auditor 12. Election of the nomination committee 13. Approval of the guidelines for remunerations to senior executives 14. Other matters that concern the AGM pursuant to the Swedish Companies Act or the Articles of Association.
Item 21: The Board proposes that the AGM resolve to authorize the Board to take decisions until the next AGM regarding the purchase on one or more occasions of a maximum number of its own B shares on the Nasdaq Stockholm exchange such that the company’s holding at any one time does not exceed 10 per cent of all shares in the company. Such acquisitions must take place within the prevailing price range (i.e. the spread between the highest purchase price and lowest selling price).
The purpose of the authorization to acquire shares is to provide the Board the freedom to adjust the company’s capital structure and create value for the company’s shareholders.
Item 22: The Board proposes that the AGM resolve to authorize the board to take decisions on one or more occasions up until the date of the next AGM on the assignment of our own shares in accordance with the following:
The Board has the right – with or without shareholder preference – to take decisions regarding the assignment of the company’s own shares by means other than through Nasdaq Stockholm. Assignment may take place against cash payment, against compensation by means other than cash or through the cancellation of debt by share assignment in exchange for a claim against the company. The Board’s decision regarding assignment must be executed within the time period determined by the Board. The number of company shares assigned may not exceed the number of shares held by the company at the time of assignment.
The purpose of the proposed authorization is to:
· promote a more efficient capital structure in the company, which is anticipated to have a positive effect on the price of the company’s shares and thus contribute to creating the largest possible dividend for the shareholders, · create flexibility in the company’s ability to distribute capital to the shareholders, · to continually adapt the company’s capital structure to its capital requirements at any given time in order to contribute to an increase in shareholder value, and · enable the financing of acquisitions through payment with our own shares.
The number of shares and votes At the time of the issue of this notification, the number of shares in the company totalled 170,000,000 distributed across 17,250,000 A shares with 10 votes each and 152,750,000 B shares with one vote each. Thus the number of votes in the company totalled 325,250,000. The company’s holding of repurchased own shares totalled 3,000,000 B shares, which cannot be represented at the AGM.
Provision of documents The nomination committee’s and Board of Directors’ proposals and reasoned statements are available on the company’s website at www.wallenstam.se/arsstamma and at the company’s office at Kungsportsavenyen 2, Gothenburg.
The Annual Report, Audit Report and the Auditor’s Statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act (2005:551) will be available on the company website www.wallenstam.se/arsstamma and at the company’s office at Kungsportsavenyen 2, Gothenburg, as of 06 April 2015 at the latest.
Following publication, the above documents will also be sent to shareholders so requesting and who provide their addresses. The documents will also be available at the AGM.
Disclosures at the AGM The Board of Directors and the CEO must, should any shareholder so request and the Board consider that it may do so without material harm to the company, disclose information at the AGM about circumstances that may influence the assessment of an agenda item and circumstances that may affect the assessment of the company’s or subsidiary’s financial situation and also about the company’s relation to other Group companies.
Gothenburg, March 2015 Wallenstam AB (publ) Board of Directors
Wallenstam AB (publ) is required to make this information public under the provisions of the Swedish Financial Markets Act and the Swedish Financial Instruments Trading Act. The information was made publicly available on 23 March 2015 at 15:00.
Wallenstam is a growing property company that manages, builds and develops properties for sustainable living and the pursuit of business in Gothenburg and Stockholm. The property holding is valued at around SEK 28 billion and the tenant base consists of just over 7,600 households and 1,000 businesses. The total lettable area is around 1 million sq m. Wallenstam is self-sufficient in renewable energy through Svensk NaturEnergi, with 67 of its own wind turbines and hydro power stations in operation. The company's B shares have been listed on Nasdaq Stockholm since 1984.
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