Notification of the Annual General Meeting in Fabege AB (publ)
The shareholders of Fabege AB (publ) are hereby invited to attend the Company’s Annual General Meeting (AGM) on 27 March 2007 at 4 p.m., at Moderna Museet, on Skeppsholmen in Stockholm. Registration for the AGM begins at 3 p.m.
Shareholders wishing to attend the AGM must
be registered in the register of shareholders maintained by VPC AB no later than 21 March 2007,
notify the Company of their intention to attend the AGM no later than 4 p.m. on 21 March 2007. Notification of participation in the AGM can be made in any of the following ways:
• by post to Fabege AB, Årsstämma, Box 730, SE-169 27 Solna
• by telephone on +46 (0)8-555148 00
• by fax on +46 (0)8-623 03 38.
• At Fabege’s website, www.fabege.se.
When notifying their intention to attend, shareholders are to state their name, personal identity number or corporate identity number, address and telephone number, shareholding in Fabege, and the names of any assistants they wish to invite. Shareholders whose shares are registered in the name of a nominee must, to be entitled to take part in the AGM, request that their shareholding be temporarily reregistered in their own name. Such reregistration must be completed no later than Wednesday, 21 March 2007. To ensure this, shareholders are advised to contact their nominee to request reregistration well before this date. Participants attending under a power of attorney must enclose this document with their notification.
1. Opening of the meeting.
2. Election of a chairman of the meeting.
3. Preparation and approval of the list of voters.
4. Election of one or two individuals to verify the minutes of the meeting.
5. Approval the agenda.
6. Establish whether the meeting has been duly convened.
7. Presentation of the Annual Report and Audit Report and the Consolidated Financial Statements and
Audit Report for the Group, followed by a presentation by the Chief Executive Officer.
8. Resolutions regarding:
a) adoption of the income statement and balance sheet and of the consolidated income statement and
consolidated balance sheet,
b) appropriation of the company’s profit in accordance with the balance sheet adopted,
c) discharge from liability of the Board of Directors and the Chief Executive Officer, and
d) establishment of a date of record in the event the AGM resolves to distribute dividends.
9. Resolution regarding a decrease of share capital via the retirement of shares, with
repayment to shareholders, and regarding a bonus issue.
10. Resolution regarding a decrease of share capital via the retirement of treasury shares and regarding a bonus issue.
11. Resolution regarding amendment to the Articles of Association regarding the maximum number of
board members permitted.
12. Resolution regarding the number of Board members and, following this, the Nomination
Committee’s account of its activities.
13. Determination of fees for the Board and of audit fees.
14. Election of the Board of Directors and of the Chairman of the Board.
15. Resolution regarding principles for appointment of the Nomination Committee.
16. Resolution regarding guidelines for remuneration to the Company’s management.
17. Resolution regarding amendment to the Articles of Association regarding the number of shares.
18. Resolution regarding a split of the Company’s shares (2:1 split).
19. Resolution regarding authorisation for the Board to acquire and transfer the Company’s own shares.
20. Resolution regarding commission-free trading.
21. Any other business.
22. Closing of the meeting.
Resolutions proposed by the Board
Items 8 b) and 8 d) – Dividend and date of record
The Board of Directors proposes that the AGM resolve that a dividend of SEK 8.00 per share be distributed for 2006.
The proposed date of record for receiving dividends is 30 March 2007. Should the AGM resolve in favour of the proposal, it is estimated that cash dividends will be paid from VPC on 4 April 2007.
Item 9 – A decrease of share capital via retirement of shares, with repayment to shareholders, and a bonus issue
The Board of Directors proposes that the AGM resolve to decrease the Company’s share capital by a maximum of SEK 320,000,000 via the retirement of a maximum of 6,000,000 shares. The purpose of this decrease is to provide a refund to shareholders in the form of shares in Klövern AB (publ). The proposal primarily entails the following:
For each share in Fabege, shareholders will receive one (1) redemption right. Sixteen (16) redemption rights entitle the redemption of one (1) Fabege share in exchange for eight (8) shares in Klövern AB (publ). The proposed date of record for receipt of redemption rights is 30 March 2007.
Trade in redemption rights on the Stockholm Stock Exchange is expected to proceed for approximately two weeks during April of 2007. It is proposed that each rights-holder be permitted to sell up to 1,600 redemption rights on a commission-free basis after having provided notification of such sale. It is estimated that shareholders will receive the shares in Klövern AB (publ) in May 2007.
For shareholders who, due to oversight, do not participate in the redemption program, it is proposed that a procedure be applied which provides such shareholders with compensation on the following basis. After the notification deadline, but in accordance with the other terms and conditions, Handelsbanken is entitled with the right to redeem the shares in order to distribute the redemption amount, after deduction for costs, to the shareholders in Fabege holding expired, unexercised redemption rights at the end of the redemption period. However, the maximum amount of compensation which will be paid is equal to the amount paid per redemption right in the commission-free sale of such rights.
The Board of Directors proposes that the AGM resolve upon a bonus issue, without issuing new shares, in an amount equivalent to the reduction in share capital resulting from the decrease pursuant to this item. The purpose of this bonus issue is to restore the reduction in share capital resulting from the decrease pursuant to this item, whereby a reasonable rounding off of the bonus issue amount may take place. The Company’s share capital shall be increased via a transfer from non-restricted equity.
To ensure that the redemption offer can be implemented, the Board reserves the right to, no later than 13 March 2007, alter its proposal regarding the redemption relation ship and other terms and conditions for the redemption offer, as well as to adapt the amount of the bonus issue to any such alterations, in conjunction with which a reasonable rounding off of the bonus issue amount may take place.
Item 10 – A decrease of share capital via the retirement of treasury shares and a bonus issue
The Board of Directors proposes that the AGM resolve that, prior to the retirement of shares with repayment to shareholders and the bonus issue as stated in item 9, the Company’s share capital be decreased by SEK 270,555,000 via the retirement of 5,411,100 shares. The purpose of this decrease is that the amount by which the share capital is reduced shall be transferred to non-restricted equity. The decrease shall be executed on the basis of the retirement of 5,411,100 treasury shares which the Company acquired pursuant to a decision by the Board of Directors in accordance with authorisation granted by previous annual general meetings.
The Board of Directors proposes that the AGM resolve upon a bonus issue of SEK 270,555,000, without issuing new shares, for the purpose of restoring the reduction in share capital resulting from the decrease pursuant to this item. The Company’s share capital shall be increased via a transfer from non-restricted equity.
Item 11 – Amendment of the Articles of Association regarding the maximum number of Board members permitted
The Board of Directors proposes that the AGM resolve upon the following amendment to §6 of the Articles of Association, to be registered immediately following the close of the AGM:
- That the maximum number of Board members be raised by one, from a maximum of eight members to a maximum of nine.
The purpose of the amendment is to enable an increase in the number of Board members in accordance with the Nomination Committee’s proposal as stated in item 12.
Item 6 – Guidelines for remuneration and other employment terms for the Company’s management
The term “Company’s management” refers to the Chief Executive Officer and other members of Group management.
All members of the Board of Directors, with the exception of the Chief Executive Officer, addressed the matter of establishment of principles for remuneration and other employment terms for the Company’s management, as well as decisions regarding remuneration and other employment terms for the Chief Executive Officer.
The Board’s proposal to the AGM regarding principles for remuneration and other employment terms for the Company’s management are as follows:
Remuneration shall be market-based and competitive. Responsibilities and work performance that are in the interest of shareholders shall be reflected in the level of remuneration. Fixed salary shall be shall be reviewed annually. Fabege has a profit-sharing foundation that covers all Company employees. Allocation to this foundation is based on achieved return on equity levels and is subject to a ceiling of one basic amount per employee and year. Any remuneration in addition to the fixed salary shall be subject to a ceiling and related to the fixed salary. Other benefits, if any, shall constitute a limited portion of remuneration packages.
The retirement age is 65. Pension benefits shall be equivalent to the ITP plan or shall be defined contributions-based, with a maximum allocation of 35% of pensionable salary. Termination salary and severance pay combined shall not exceed 24-months’ salary.
Item 17 – Resolution regarding amendment to the Articles of Association regarding the number of shares
The Board proposes that the meeting pass a resolution so that the following amendment to the Articles of Association 5 § can be registered in the Register of Companies as soon as possible, considering the redemption procedure in Item 9, but no sooner than 1 April 2007 and no later than 30 June 2007:
- That the number of shares be changed from a minimum of 33,400,000 and a maximum of 133,600,000 to a minimum of 66,800,000 and maximum of 267,200,000. The intention of the amendment to the Articles of Association is to allow the split of the Company’s shares proposed in Item 18.
Item 18 – Resolution regarding a split of Company’s shares (split 2:1)
The Board proposes that the shareholders at the meeting pass a resolution on the split of the Company’s shares with the relation 2:1, to be carried out in June 2007, after the conclusion of the redemption procedure in Item 9. The proposal entails that the number of shares be doubled and that their quotient value be halved. The intention of the split is to further increase liquidity in the share. The split shall be carried out on 4 June 2007. This date will be the so-called date of order in VPC’s system.
Item 19 – Resolution regarding authorisation for the Board to acquire and transfer the Company’s own shares
The Board proposes that the AGM authorise the Board, for a period ending no later than the next AGM, to buy back shares in the Company and transfer ownership of such shares. Share buybacks are subject to a limit of no more than ten (10) percent of the total number of outstanding shares at any time. Acquisition must be made by purchase on the Stockholm Stock Exchange. The right to transfer ownership of shares is subject to a limit of no more than ten (10) percent of all outstanding shares at any time. The Company is entitled to transfer shares on the Stockholm Stock Exchange and, deviating from the preferential rights of shareholders, to third parties in connection with acquisitions of properties or businesses. Payment for transferred shares may be made in cash, in kind, by offset or in another manner subject to terms and conditions. The authorisation is aimed at enabling the Company to continuously adapt its capital requirements and thereby improve shareholder value, and to transfer shares in conjunction with the financing of possible acquisitions of properties and businesses, by paying with the Company’s own shares.
Item 20 – Resolution regarding commission-free trading
For the purpose of achieving an appropriate ownership structure and improving liquidity in the Company’s shares, the Board proposes that the AGM approve that the Company’s shareholders, upon a decision by the Board, be offered to buy or sell, free of commission, the number of shares required to achieve a shareholding consisting of round lots (one round lot = 100 shares). It is proposed that a decision on the period and precise terms of the offering be left to the discretion of the Board, with the condition that the offering, if implemented, must be completed before the 2008 AGM.
Decisions proposed by the Nomination Committee
Items 2, 12, 13, 14, 15 – Election of AGM Chairman, number of Directors, Directors’ fees, auditors’ fees and election of a Board of Directors, Board Chairman and principles for the appointment of Nomination Committee
The Nomination Committee, which consists of Chairman Anders Silverbåge (Brinova Fastigheter AB), Erik Törnberg (Investment AB Öresund), Peter Lindh (Maths O. Sundqvist), and Jan Andersson (Swedbank Robur Fonder), together represents approximately 33 per cent of the votes in Fabege. A description of the work of the Nomination Committee is available at www.fabege.se.
The Nomination Committee proposes that: Mats Qviberg be elected chairman of the AGM; that the Board consist of nine Directors with no deputies; that the Directors Mats Qviberg, Stefan Dahlbo, Göte Dahlin, Sven-Åke Johansson, Märtha Josefsson and Erik Paulsson be re-elected to the Board; and that Christian Hermelin, Helen Olausson and Svante Paulsson be elected as new Directors. Mats Qviberg is proposed as Chairman of the Board.
Christian Hermelin, b 1964, Bachelor’s degree in Business Administration, is today CEO of Fabege. Employed in Fabege since 1998 and previous positions include head of Projects & development. Previous employments include Projects Manager at Fastighets AB Storheden. Shareholding: 15,700.
Helen Olausson, b 1968, Bachelor’s degree in Engineering, MBA, is today CEO of Fastighetsaktiebolaget Östersund-Storsjön (Fabös). Other appointments: Chairman of the Board of Fältjägaren Fastigheter AB and Member of the Board of Norrvidden Fastigheter AB and Åre Centrum AB. Previous employments include CEO of Länstidningen (in Östersund). Shareholding: 0
Svante Paulsson, b 1972, is today CEO of Backahill AB and largest owner in Svantab AB. Other appointments: Member of the Board of Brinova Fastigheter AB, PEAB AB, SBT AB, PorscheCenter Syd AB and ÄNAB Ängelholms Näringsliv AB. Previous employments include CEO of Paulssons Bil AB and Sales director of Hedin Bil AB in Ängelholm and Helsingborg. Shareholding: 72,219.
För more information on current and proposed Directors can be found on the Company’s website, www.fabege.se.
The Nomination Committee proposes that the procedure for the appointment of a new Nomination Committee for 2008’s AGM remain unchanged, that is, that a new Nomination Committee, consisting of representatives of the four largest shareholders, be appointed no later than six months prior to the 2008 AGM.
Fees for the Board of Directors are proposed to be paid to the amount of: SEK 365,000 for the Chairman of the Board; SEK 180,000 to other Directors not employed by the Company; SEK 1,200,000 to Erik Paulsson as a special fee for assisting Group management in two important projects during the period until the 2008 AGM; and SEK 125,000 as remuneration for work performed in the Board’s Audit Committee, to be distributed as follows: SEK 50,000 to the Chairman and SEK 25,000 to each of the three committee members. Remuneration to auditors is proposed to be paid according to approved invoices.
Deloitte AB, with Svante Forsberg as auditor-in-charge, was elected at the 2005 AGM to serve as auditor until the close of the 2009 AGM.
The Annual Report, Audit Report and the complete text of the proposals for resolutions will be available from the Company’s registered office as of 13 March 2007 and will be sent to shareholders that have requested to receive such information and have provided a postal address. The documents will also be made available at the Company’s website, www.fabege.se. The statement of the Board of Directors pursuant to Section 4 of Chapter 18 of the Swedish Companies Act (2005:551), relating to the dividend proposal, is included in the Director’s Report. The Company’s Annual Report will be distributed in March to shareholders who have requested to receive financial information from the Company.
Holders of convertible debenture loans (2004/2009 KV 5) must submit the loans for conversion by no later than 7 March 2007 in order to have the right to dividends according to Item 8d and in order to utilise the redemption offer according to Item 9, according to the proposal of the Board.
Stockholm, February 2007
Fabege AB (publ)
The Board of Directors