Notice to attend the annual general meeting of Catella AB (publ)
The annual general meeting of Catella AB (publ) will be held at 2pm on Wednesday, 22 May 2013, at Summit, Grev Turegatan 30, in Stockholm.
Entitlement to participate at the general meeting
Shareholders who wish to participate at the annual general meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on the record date, Thursday, 16 May 2013;
- have given written notice of their participation to Catella AB (publ), Att: Investor Relations, Catella AB, Box 5894, 102 40 Stockholm, or by e-mail to firstname.lastname@example.org not later than 4pm on Friday, 17 May 2013. The notice shall state the shareholder’s name, personal ID/registration number, address, telephone number, shareholding and any assistants or proxies (not more than two).
Where participation is to take place by proxy, a proxy form should be submitted together with the notice of participation at the general meeting. Representatives of legal entities should also take with them a certified copy of a certificate of registration or similar authorisation document. Copies of these documents should also be submitted to the Company in connection with the notice of participation at the annual general meeting. Proxy forms are available on the Company's website, www.catella.se. Proxy forms may be ordered from same address and e-mail address as set forth above. The proxy form shall state that it is valid for a period of not more than five years from the date of issuance.
Shareholders whose shares are nominee-registered through a securities institution or equivalent foreign institution must temporarily reregister the shares in their own name in order to be entitled to vote at the general meeting. Shareholders who desire such registration should instruct their nominee thereof in ample time prior to Thursday, 16 May 2013, by which date such registration must be executed.
1. Opening of the general meeting.
2. Election of a chairman of the general meeting.
3. Preparation and approval of the voting register.
4. Approval of the agenda.
5. Election of two persons to attest the minutes.
6. Determination of whether the meeting has been duly convened.
7. The CEO’s address.
8. Presentation of the annual report and auditor’s report, as well as consolidated financial statements and auditor's report for the group.
9. Resolution regarding adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet.
10. Resolution regarding appropriation of the Company's profits or losses in accordance with the adopted balance sheet.
11. The issue of discharge from liability for the directors and CEO.
12. Determination of the number of directors and alternate directors, as well as the number of auditors and alternate auditors.
13. Determination of fees for the Board of Directors and auditors.
14. Election of a Board of Directors and Chairman of the Board.
15. Election of auditors.
16. Resolution regarding a nominating committee for the 2014 annual general meeting.
17. Resolution regarding guidelines for remuneration to senior executives.
18. Closure of the meeting.
Item 2. Election of a chairman of the general meeting.
The nominating committee proposes Johan Claesson as chairman of the general meeting.
Item 10. Resolution regarding appropriation of the Company's profits or losses in accordance with the adopted balance sheet.
The Board proposes that retained earnings plus profit for the year be carried forward.
Items 12-16. Number of directors and alternate directors, Board fees and auditor’s fees, election of Board of Directors, Chairman of the Board, and auditors, as well as resolution regarding nominating committee
The nominating committee comprises Petter Stillström (chairman of the nominating committee) as well as Johan Claesson and Thomas Andersson Borstam.
Item 12. Determination of the number of directors and alternate directors, as well as the number of auditors and alternate auditors.
The nominating committee proposes that five (5) directors be elected, without alternates, and that one auditor be elected.
Item 13. Determination of fees for the Board of Directors and auditors.
The nominating committee proposes that directors’ fees be unchanged compared with last year and total SEK 1,700,000, of which the Chairman of the Board shall receive SEK 500,000 and other directors shall each receive SEK 300,000. The nominating committee also proposes that auditor’s fees be paid in accordance with approved invoices.
Item 14. Election of a Board of Directors and Chairman of the Board.
The nominating committee proposes that Johan Claesson, Jan Roxendal and Niklas Johansson be re-elected and that Viveka Ekberg and Petter Stillström be newly elected. It is proposed that Johan Claesson be elected Chairman of the Board. Stefan Carlsson and Björn Edgren have declined re-election.
Viveka Ekberg, born 1962, M.Sc. (Business Administration), director of, inter alia, SPP Liv and the Swedish Foundation for International Cooperation in Research and Higher Education. Viveka has previously held senior positions within PP Pension, Morgan Stanley, Brummer & Partners and SEB.
Petter Stillström, born 1972, M.Sc. (Business Administration), President and CEO Traction AB and director of BE Group, OEM International, Nilörngruppen, PartnerTech and other companies in Traction’s investment portfolio.
Item 15. Election of auditors.
The nominating committee proposes that PricewaterhouseCoopers AB be elected as auditors for a term of office commencing the close of the 2013 annual general meeting until the close of the 2014 annual general meeting, with Patrik Adolfson as intended auditor-in-charge.
Item 16. Resolution regarding a nominating committee for the 201
The nominating committee proposes that the members of the nominating committee be appointed through the Chairman of the Board contacting the three largest shareholders in terms of votes as per 30 September 2013, who shall each appoint a representative to constitute, together with the Chairman of the Board, a nominating committee for the period of time until the close of next annual general meeting or until a new nominating committee is appointed. In the event any of the three largest shareholders in terms of votes elects to waive the right to appoint a representative, such right shall pass to the shareholder with the largest shareholding after the declining shareholder, until full membership of the nominating committee is achieved. In the event any member of the nominating committee leaves the committee before its work is complete, where deemed necessary a replacement shall be appointed by the shareholder who appointed the resigning member or, in the event such shareholder is no longer one of the three largest shareholders in terms of votes, by the new shareholder belonging to such group. The nominating committee shall appoint a chairman from among its members, who may not be the Chairman of the Board. Where the Chairman of the Board has been appointed as a member of the nominating committee, the committee may comprise three members. The composition of the nominating committee shall be published as soon as the committee is appointed, however, not later than six months prior to the annual general meeting. In the event of any change in the ownership structure after the nominating committee has been appointed such that any shareholder who appointed a member of the nomination committee is no longer one of the three largest shareholders in terms of votes, where the nominating committee deems necessary the composition of the nominating committee may also be changed accordingly. The duties of the nominating committee are to produce proposals to be presented to the general meeting regarding a chairman of the general meeting, the number of directors, board fees and auditors’ fees, the composition of the Board of Directors, rules regarding the nominating committee for the 2014 annual general meeting, and election of auditors.
Item 17. Resolution regarding guidelines for remuneration to senior executives
The Board Directors proposes guidelines for remuneration to senior executives Remuneration to the CEO and other members of company management shall comprise fixed salary, variable remuneration and other benefits as well pension. The total remuneration package shall be on market terms and competitive, and shall be proportionate to responsibilities and powers. The variable remuneration shall be based on results relative to individually defined qualitative and quantitative targets and may never exceed fixed salary. In the event of termination of an employment agreement by the Company, termination pay and severance pay together may not exceed 12 monthly salaries. Pension benefits shall be contribution-based. The Board of Directors may deviate from these guidelines only where special reasons exist in an individual case.
Documents for the annual general meeting will be available at the Company's offices and on the Company's website, www.catella.se, not later than 1 May 2013, and may be ordered in hardcopy by shareholders on telephone +46 8 463 34 26 or by e-mail to email@example.com.
Right to pose questions
Pursuant to Chapter 7, section 32 of the Swedish Companies Act (2005:551), at the annual general meeting shareholders are entitled to request information from the Board of Directors and the CEO regarding circumstances which may influence the assessment of a matter on the agenda and circumstances which may influence the assessment of the Company's financial position.
Number of shares and voting rights
On the date of issuance of the notice to attend the annual general meeting, the Company has a total of 81,698,572 shares, of which 2,530,555 comprise class A shares (each carrying five votes) and 79,168,017 comprise class B shares (each carrying one vote), equal in total to 91,820,792 votes.
Stockholm, April 2013
THE BOARD OF DIRECTORS
The information in this press release constitutes information which Catella AB (publ) is required to make public pursuant to the Securities Market Act. The information will be submitted for publication at 3.45 pm (CET) on 22 April 2013.
For more information, please contact:
Chief Executive Officer
+46 8 463 33 10
Ann Charlotte Svensson
Head of Communications
+46 8 463 32 55, +46 72 510 11 61
About Catella: Catella is an independent financial advisor and asset manager. We have operations in 12 European countries and 430 employees. Catella has a strong offering in financial services through its business breadth, geographical coverage and leading position in the property sector. Catella is listed on Nasdaq OMX First North Premier, trading under the stock symbols CAT A and CAT B. The company’s certified advisor is Remium AB. Read more about Catella at www.catella.com .