Notification of Annual General Meeting
Shareholders of Catena AB (publ) are hereby invited to attend the Annual General Meeting on Thursday, 25 April 2019 at 4.00 p.m. at the World Trade Center, Klarabergsviadukten 70 in Stockholm, Sweden.
22 March 2019 8:00 a.m.
Shareholders wishing to attend the Meeting must be recorded in the share register maintained by Euroclear Sweden AB with regard on conditions on Wednesday, 17 April 2019, and shall have e-mailed notification of their intention to participate and any assistants to email@example.com by Wednesday, 17 April 2019, 2:00 p.m. at the latest. Notification can also be provided by telephone on +46 (0)730-70 22 22 or by letter to Catena AB (publ), Extraordinary General Meeting, Box 5003, SE-250 05 Helsingborg, Sweden.
The notification should include the shareholder’s name, address, telephone number, personal or corporate identity number and registered shareholding. Notification and details of any representatives and assistants shall be registered with Catena to create a basis for the voting list. Any proxies should be submitted in writing no later than at the AGM. Proxy forms are available at www.catenafastigheter.se, at the head office at Landskronavägen 23, Helsingborg, Sweden or will be sent to shareholders on request. For authorisations issued by a legal entity, registration documents shall also be appended (registration certificates or the equivalent).
Shareholders whose shares are nominee-registered through a bank or private broker must temporarily register the shares in their own name in order to attend the Meeting. Such temporary registration must have been implemented by Wednesday, 17 April 2019. This means that shareholders must notify their nominee or bank sufficiently well in advance of their request for temporary shareholder registration (voting-rights registration).
Accounting information and complete proposals
Accounting information, audit report, complete proposals for decisions, the Board’s considered statements and accounts, and auditors’ opinions, in accordance with the points below, and proxy forms are available at www.catenafastigheter.se and at the Company’s head office in Helsingborg from Monday, 1 April 2019 at the latest. Copies will be sent to shareholders who so request and state their address.
Disclosures at the AGM
Shareholders are entitled to request that the Board and the Chief Executive Officer disclose information in accordance with Chapter 7, Section 32 of the Companies Act.
- Opening of the Meeting
- Election of Chairman for the Meeting
- Preparation and approval of voting list
- Approval of the agenda
- Selection of one or more persons to check the minutes
- Determination of whether the Meeting has been duly convened
- Account of the work of the Board and its committees
- Presentation by the Chief Executive Officer
- Presentation of the Annual Report and audit report for 2018, the consolidated accounts, and the audit report for the consolidated accounts for 2018
- Decision on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- Decisions on the distribution of the unappropriated profits at the disposal of the Meeting
- Resolution on discharge from liability for Board Members and the Chief Executive Officer
- Determination of the number of Board Members
- Determination of Board and auditors’ fees, etc.
- Election of Board Members
- Election of auditor
- Instructions for the Nomination Committee
- Adoption of remuneration policy
- Authorisation for buyback of Catena shares
- Authorisation for disposal of Catena shares
- Authorisation to issue new shares
- Other matters
- Closing of the Meeting
Proposals for decision
The Nomination Committee proposes that Chairman of the Board Gustaf Hermelin be elected Chairman of the Meeting.
The Board proposes that a dividend of SEK 5.75 per share be paid for 2018 (previously SEK 4.50 per share). The proposed record date for the dividend is Monday, 29 April 2019. If the AGM decides in accordance with the proposal, it is estimated that payment will be distributed by Euroclear Sweden AB on Friday, 3 May 2019.
The Nomination Committee proposes that the Company’s Board of Directors shall consist of seven (7) ordinary Board Members with no deputies.
The Nomination Committee proposes that fees be paid to the Board of Directors in the amount to SEK 330,000 (previously SEK 300,000) to the Chairman and SEK 165,000 (previously SEK 150,000) to each of the other Board
Members who are not employed by the company. For work on the Remuneration Committee, additional remuneration of SEK 40,000 is to be paid, to be distributed in the amount of SEK 20,000 (SEK 20,000) to the chairman of the Committee and SEK 10,000 (SEK 10,000) to each of the other two members; for the Audit Committee, remuneration of SEK 100,000 (SEK 100,000 ) is to be paid, to be distributed in the amount of SEK 50,000 (SEK 50,000) to the chairman of the Committee and SEK 25,000 (SEK 25,000) to each of the other two members. Accordingly, it is proposed that total remuneration to members amount to SEK 1,460,000 (previously SEK 1,340,000). It is proposed that fees to the auditors be paid according to customary standards and approved invoicing.
The Nomination Committee proposes that Henry Klotz, Gustaf Hermelin, Katarina Wallin, Hélène Briggert, Tomas Andersson and Ingela Bendrot be re-elected as ordinary Board Members, that Magnus Swärd be newly elected as ordinary Board Member, and that Gustaf Hermelin be re-elected as the Chairman of the Board. Bo Forsén has declined re-election. Details of the members are available at www.catenafastigheter.se.
The Nomination Committee proposes that registered accounting firm PricewaterhouseCoopers AB be elected as auditor, with authorised public accountant Mats Åkerlund as the principal auditor. Information about the proposed auditors and the principal auditor can found at www.pwc.se and www.catenafastigheter.se.
The Nomination Committee proposes that the Meeting resolves to adopt unchanged instructions for the Nomination Committee. It is proposed that the Nomination Committee consist of four members – representing the four largest shareholders at the beginning of October plus the Chairman of the Board. No fees are to be paid to the members of the Nomination Committee.
The instructions for the Nomination Committee shall comply with the Swedish Code of Corporate Governance (the Code) unless deviations are justified and reported in the Corporate Governance Report.
The Board proposes that the Meeting adopt guidelines for remuneration to senior executives entailing, among other things, that occasional variable remuneration correspond to at most 50 percent of the fixed annual salary for the Chief Executive Officer and not more than 25 percent of the fixed annual salary for other senior executives. Total remuneration and benefits for management in 2018 is presented in the 2018 Annual Report.
The Board proposes that the Meeting authorise the Board to decide, until the next AGM, on the acquisition of at most 1/10 of all shares with funds available for the distribution of earnings. Decisions may be made on one or several occasions. The authorisation includes the right to decide to deviate from shareholders’ preferential rights. For acquisitions on NASDAQ Stockholm, the price shall be within the registered price interval at any given time. Shares may be acquired to adjust the capital structure, to be used in financing acquisitions or other transactions, or otherwise for disposal or redemption.
The Board proposes that the Meeting authorise the Board to decide, until the next AGM, on the disposal of at most 1/10 of all shares. Decisions may be made on one or several occasions. The authorisation includes the right to decide to deviate from shareholders’ preferential rights, to determine the terms for this and the manner in which disposal takes place. Disposals may be made in connection with possible acquisitions or other structural transactions or through sale on the open market. For disposals via NASDAQ Stockholm, sales are to be made at the prevailing market price.
The Board proposes that the Meeting authorise the Board, on one or more occasions prior to the next AGM, to issue new shares, with or without preferential rights for shareholders to participate in the issue and with or without provisions regarding payment in kind or set-off. The authorisation may cover at most a combined 1/10 of the total number of shares outstanding at the time of the Board’s first decision to issue shares. New share issues are to be implemented on the usual market terms.
The purpose of the authorisation under items 19-21 is to be able to continuously adapt the Company’s capital requirements and thereby contribute to increased shareholder value and to be able to transfer shares in connection with financing of possible property or company acquisitions, through payment with the company’s own shares.
Position of the principal shareholders
Shareholders representing approximately 44 percent of the total votes in the Company have stated their intention to vote in favour of the proposals.
Number of shares and votes
At the time of issue of this Notice, the total number of registered shares and the total number of voting rights in the Company each amounted to 37,698,853. The Company holds no treasury shares.
Processing of personal data
Helsingborg, March 2019
Catena AB (publ)
Board of Directors
For further information, please contact
Gustaf Hermelin, Chairman
Tel. +46 (0) 705-60 00 00
Benny Thögersen, CEO
Tel. + 46 (0)706-60 83 50