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2014-03-21

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

ual General Meeting of shareholders in 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 Execu...

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