Annual general meeting in Bonava AB (publ) on 25 April 2018
Bonava's annual general meeting (“AGM”) was held on Wednesday, 25 April 2018, at 3 pm, in Stockholm, Sweden.
Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
The AGM adopted the income statement and balance sheet of the parent company and the group for the preceding year.
The AGM approved the proposed shareholder dividend of SEK 5.20 per share. It was decided that the dividend should be distributed in two installments. At the first installment, SEK 2.60 per share shall be distributed and at the second installment, SEK 2.60 per share shall be distributed. As record date for the first installment the AGM approved Friday 27 April 2018. As record date for the second installment the AGM approved Friday 26 October 2018. The dividends are expected to be disbursed by Euroclear Sweden AB on Thursday 3 May 2018 and on Wednesday 31 October 2018, respectively.
Board of directors
The AGM discharged the members of the board of directors and the CEO from liability for the preceding financial year. The AGM resolved that the number of directors would be seven, with no deputies. As board members Carl Engström, Viveca Ax:son Johnson, Åsa Hedenberg, Samir Kamal, Mikael Norman and Anna Wallenberg were re-elected. Frank Roseen was elected as new board member. The AGM elected Carl Engström as chairman of the board.
The AGM approved board fees in accordance with the following. The chairman of the board will receive SEK 630,000 and each of the other board members elected by the AGM will receive SEK 285,000. Remuneration to the members of the audit committee will be paid with SEK 150,000 to the chairman and SEK 75,000 to the other members.
PricewaterhouseCoopers AB (PwC) was elected as new auditor for the company to serve for the period until the end of the next AGM. PwC has announced that Patrik Adolfson will be appointed as auditor in charge.
The AGM approved that the nomination committee for the annual general meeting 2019 shall consist of Tomas Billing, Nordstjernan AB, Tomas Risbecker, AMF – Försäkring och Fonder, Mats Gustafsson, Lannebo Fonder, and the chairman of the board as an adjunct member. Tomas Billing was chosen to be the chairman of the nomination committee. The AGM approved the proposed instructions for the nomination committee.
Guidelines for remuneration to the executive management
The AGM approved the board’s proposed guidelines for remuneration to the executive management.
Long term share based incentive plan (LTIP 2018)
The AGM approved the board's proposal regarding the LTIP 2018. The LTIP 2018 comprises approximately 50 employees consisting of members of the executive management and certain key personnel within the Bonava group, divided into four categories. The first category comprises Bonava’s CEO, the second category comprises the CFO and the BU-managers, the third category comprises regional heads and the rest of the executive management, and the forth category comprises employees who are responsible for certain functions in Bonava.
To participate in the LTIP 2018, the participant must invest in a personal shareholding in Bonava ("Investment Shares"), which shall be allocated to the LTIP 2018. The Investment Shares shall be acquired specifically for the LTIP 2018. The participant can invest a maximum of one months' salary (according to salary levels on 1 January 2018) before taxes in the LTIP 2018. The investment can be made at any of the following investment levels: 50 or 100 per cent of the maximum investment. For the CEO, each Investment Share entitles to six (6) share rights, for the second category of participants, each Investment Share entitles to five (5) share rights, for the third category, each Investment Share entitles to four (4) share rights, and for the forth category, each Investment Share entitles to three (3) share rights. Allocation of shares of series B in Bonava, if any, shall normally take place within two (2) weeks after the disclosure of Bonava's interim report for the third quarter 2021. The maximum number of shares of series B in Bonava which may be allocated in total under the LTIP 2018 shall be limited to 224,912.
Further, the AGM approved the board's proposal regarding transfer of shares of series B in the company in accordance with the following.
- Not more than 224,912 shares of series B in Bonava may be transferred (or the higher number of shares of series B due to recalculation as a result of a bonus issue, a reversed share split or a share split, rights issue, compensation for divided or similar actions).
- The shares of series B may be transferred to participants in the LTIP 2018 who under the terms for the LTIP 2018 are entitled to receive shares.
- Transfer of shares of series B shall be made at the time and according to the other terms pursuant to which participants in the LTIP 2018 are entitled to receive shares of series B.
Acquisition and transfer of shares of series B in Bonava
The AGM approved the board's proposal regarding to authorise the board of directors, to, on one or several occasions for the period until the next annual general meeting, acquire a maximum number of shares of series B so that the company's holding following the acquisitions does not exceed 10 per cent of all the shares of series B in Bonava at any time. Acquisitions shall be conducted on Nasdaq Stockholm and at a price per share of series B that is within the price range for the share price prevailing at any time.
Further, the AGM approved the board's proposal regarding to authorise the board of directors to, on one or more occasions for the period until the end of the next annual general meeting, resolve on the transfer of own shares of series B. The number of shares of series B transferred may not exceed the total number of shares of series B held by Bonava at any time. Transfers may be conducted on or outside Nasdaq Stockholm, including a right to resolve upon deviations from the shareholders' pre-emption right. The transfer of shares of series B on Nasdaq Stockholm shall be conducted at a price within the registered price range at the time of the transfer. The transfer of shares of series B outside Nasdaq Stockholm shall be made at a price in cash or value in property received that corresponds to the share price at the point in time of the transfer of the Bonava shares of series B that are transferred with the deviation, if any, that the Board deems appropriate in each case.
The purpose of the above authorisations regarding acquisition and transfer of own shares of series B is to enable financing of acquisitions of companies and businesses by payment with own shares of series B and to continuously be able to adjust the capital structure of Bonava and thereby create added value to the shareholders as well as to enable that costs (including costs for social security costs) delivery are secured in connection with the implementation of Bonava's incentive plan at any time.
For more information, please contact:
Ann-Sofi Danielsson, CFO and Head of Investor Relations
Tel: +46 706 740 720
Bonava’s media line
Tel: +46 709 556 654
Bonava is a leading residential development company in Northern Europe. Born out of NCC, Bonava has been creating homes and neighbourhoods since the 1930s. Bonava has 2,000 employees and operates in Sweden, Germany, Finland, Denmark, Norway, St. Petersburg, Estonia and Latvia, with sales of SEK 14.5 billion in 2017. Bonava’s shares are listed on Nasdaq Stockholm.
For more information about us: bonava.com