Shareholders of Fabege AB (publ) are hereby notified of the Annual General Meeting (AGM) to be held on Tuesday, 2 April 2019, at 3:00 pm at Filmstaden Scandinavia, Mall of Scandinavia, saloon 2, Råsta Strandväg 19A Solna, Sweden. Registration for the AGM begins at 2.15 pm.
Notice of Participation
Participation in the AGM is limited to shareholders who are both registered as shareholders in the register of shareholders maintained by Euroclear Sweden AB on Wednesday, 27 March 2019, and who notify Fabege of the intention to attend in person, or be accompanied by an advisor, no later than at 4.00 pm on Wednesday, 27 March 2019. Notice of participation at the AGM may be submitted in one of the following ways:
- in writing to Fabege AB (publ), “Fabeges Årsstämma”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden
- By telephone at +46 8 402 90 68
- Online at www.fabege.com/AGM
When giving notice of participation, the shareholder is to state his or her name, personal ID/corporate registration number, address and telephone number, their shareholding in Fabege and the names of any advisors they wish to attend. Shareholders with shares registered in the name of a trustee must, in order to be entitled to participate in the AGM, temporarily re-register their shares in their own names. Such temporary re-registration must be executed by Wednesday, 27 March 2019. To ensure that this is completed in time, shareholders are advised to notify their trustees to request temporary re-registration well in advance of this date. Shareholders who are represented by proxy shall issue a power of attorney to be enclosed with the notice of participation, along with any registration certificates or other proof of authorisation.
1. Opening of the Meeting.
2. Election of Chairman for the Meeting.
3. Preparation and approval of voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the Meeting has been duly convened.
7. Presentation of the Annual Report and the Auditors’ Report, as well as the Consolidated Financial Statements and the Consolidated Auditor’s Report.
8. Resolutions regarding
a) the adoption of the Profit and Loss Account and Balance Sheet as well as the Consolidated Profit and Loss Account and Consolidated Balance Sheet,
b) the allocation of the Company’s profit in accordance with the adopted Balance Sheet,
c) discharge from liability of the Board of Directors and the Chief Executive Officer, and
d) record date should the Meeting decide on dividend payment.
9. Resolution on the number of Directors and, in this connection, a presentation by the Nominating Committee of its work.
10. Determination of remuneration to the Board of Directors and auditors.
11. Election of Board members and Chairman of the Board.
12. Election of auditors.
13. Resolution on guidelines for the procedure for appointing the Nominating Committee.
14. Resolution on principles for remuneration of Company management.
15. Resolution authorising the Board of Directors to decide on acquisition of own shares and transfer of such treasury shares to other parties.
16. Other items.
17. Closing of the meeting.
The Board of Directors’ motions
Item 8 b) and 8 d) – Dividend and record date
The Board of Directors proposes that the AGM decide to approve a dividend of SEK 2.65 per share for 2018.
The proposed record date for payment of the dividend is 4 April 2019. Should the shareholders attending the AGM approve the said motion, the dividend is scheduled to be distributed by Euroclear Sweden AB on 9 April 2019.
Item 14– Principles for remuneration of company management
Company management is defined as the Chief Executive Officer and other senior executives. All members of the Board are responsible for preparing a draft statement of principles governing remuneration and other terms of employment for company management, and for preparing decisions on the CEO’s remuneration and other terms of employment.
The Board’s motions concerning principles for remuneration and other terms of employment for management are as follows:
Remuneration should be market-based and competitive, and reflect responsibilities and performance that are in the interest of the shareholders. Fixed salary should be reviewed annually. In addition to fixed salary, remuneration may be paid for target-related performance. Variable remuneration may not exceed three months’ salary. Senior executives who receive variable remuneration undertake to make a long-term investment (for a period of at least three years) of at least two-thirds of this salary component after tax in shares in the company. The aim is to encourage participation and commitment by offering senior executives the opportunity to become shareholders in a more structured manner. Variable remuneration to company management must not exceed a maximum total annual cost for the company of around SEK 10m (excluding social security fees), calculated on the basis of the number of persons who currently constitute senior executives. Any other benefits shall constitute only a limited part of the total remuneration.
The company has a profit-sharing fund covering all employees of the company. Allocations to the profit-sharing fund should be based on the achieved return on equity and be subject to a ceiling of two base amount per year per employee.
The retirement age is 65. Pension benefits should be equivalent to the ITP supplementary pension plan for salaried employees in industry and commerce, or be contribution-based with a maximum contribution of 35 per cent of pensionable salary. Termination salary and severance pay must not exceed 24 months in total.
Item 15 – Authorisation for the Board of Directors to decide on acquisition and transfer of treasury shares
The Board of Directors proposes that the Meeting authorise the Board, for a period ending no later than at the next AGM, to on one or more occasions acquire shares in the company and transfer the company’s shares to other parties. Share buybacks are subject to a limit of 10 per cent of the total number of shares outstanding at any time. Acquisitions may be effected on the Nasdaq Exchange Stockholm at a price per share that is within the registered span of share prices at the particular time. All of the treasury shares held by the company at the time of the Board of Directors’ decision may be transferred. The shares may be transferred either on Nasdaq Stockholm or in another manner, disapplying the shareholders’ preferential rights, at a price per share that is within the registered span of share prices at the particular time. Payment for transferred shares may take the form of cash, cash in kind, the offsetting of debt or otherwise be subject to terms and conditions. The reason for the authorisation is to be able to continuously adjust the company’s capital requirements and thus contribute to increasing shareholder value and, in connection with the financing of any property or company acquisitions, to be able to use treasury shares as means of payment.
Resolutions proposed by the Nominating Committee
Items 2, 9, 10, 11, 12, 13 - Election of Chairman for the AGM, resolutions on the number of Directors etc. and on the remuneration of Directors and auditors, the election of a Board of Directors and Chairman of the Board, election of auditors as well as resolution on guidelines for appointing the Nominating Committee.
In accordance with the principles adopted by Fabege’s 2018 Annual General Meeting, the following persons have been appointed to the Nominating Committee: Bo Forsén (Backahill AB), Thomas Ehlin (Fjärde AP-fonden), Eva Gottfridsdotter-Nilsson (Länsförsäkringar fondförvaltning) and Andreas Hofmann (Investment AB Öresund). Bo Forsén has served as the Committee’s chairman. The four owner representatives jointly represent approximately 25 per cent of the votes in Fabege, 31 January 2019.
The Nominating Committee proposes that the 2018 Annual General Meeting resolve:
- to elect Jan Litborn as chairman of the AGM,
- to appoint seven Directors without deputies,
- to re-elect the ordinary Directors Anette Asklin, Eva Eriksson, Märtha Josefsson, Jan Litborn, Pär Nuder, Per-Ingemar Persson and Mats Qviberg,
- to re-elect Jan Litborn as Chairman of the Board,
- to re-elect the registered auditing firm of Deloitte AB as auditor, with authorized public accountant Kent Åkerlund as auditor-in-charge,
- to approve the remuneration of the Board of Directors in a total amount of SEK 2,340,000 to be divided as follows: SEK 550,000 to the Chairman of the Board, SEK 240,000 to each non-executive Director not employed by the company, SEK 150,000 as remuneration for work in the Board’s Audit Committee, to be distributed as SEK 70,000 to the Chairman and SEK 40,000 each to the two members, SEK 200,000 as remuneration for work in the Board´s Remuneration committee, to be distributed as SEK 100,000 to the Chairman and SEK 50,000 each to the two members.
- to approve the payment of auditors’ fees in accordance with the approved invoices, and
- that the Nominating Committee prior to the 2020 AGM shall be appointed no later than six months before the 2020 AGM, at which representatives of the four largest shareholders will primarily being offered membership. The Chairman of the Nominating Committee shall be the member representing the largest shareholder.
More information about the Noiminating Committees proposed Directors and auditor is available on the company’s website, www.fabege.com.
Shareholders’ entitlement to request information
Shareholders are entitled at the AGM to request information concerning conditions that could impact on assessments of an item on the agenda and conditions that could impact on assessments of the company’s financial position. The Board of Directors and the CEO must disclose such information assuming that the Board is of the opinion that this is possible without it causing material damage to the company. The disclosure obligation also applies to the company’s relationships with other Group companies, the consolidated financial statements and such conditions described above that concern subsidiaries.
At the time of issuing this AGM notice, there were 330,783,143 shares and votes in the company. The company holds no treasury shares. The Annual Report, Audit Report and a complete set of proposals for the resolutions and a reasoned opinion pursuant to the Companies Act, including audit statements and power of attorney forms, will be available from the company’s office no later than three weeks before the AGM, and sent to shareholders that have requested this, stating their postal address. The documents will also be made available on the company’s website, www.fabege.com. The Board of Directors’ statement pursuant to Chapter 18, Section 4 of the Companies Act (2005:551) relating to the dividend proposal is included in the Directors’ Report. The Company’s Annual Report will be distributed in March to those shareholders who have stated that they wish to receive financial information from the Company.
Stockholm, February 2019
Fabege AB (publ)
Board of Directors