Annual General Meeting of Wallenstam AB (publ)
The Annual General Meeting of Wallenstam AB (publ) on April 24, 2018, approved the Board’s proposal for a dividend of SEK 1.80 per share for the 2017 financial year, spread over two payment dates of SEK 0.90 each per share. The record day for the first payment was set to April 26, 2018 and distribution from Euroclear Sweden AB is expected to take place on May 2, 2018. The record day for the second payment was set to October 31, 2018 and distribution from Euroclear Sweden AB is expected to take place on November 5, 2018.
In accordance with the nomination committee’s proposals, the AGM re-elected Christer Villard (Chairman) and Ulrica Jansson Messing, Agneta Wallenstam, Anders Berntsson and Karin Mattsson Weijber as Board members. Fees to be paid to the Board of Directors were approved of SEK 1,440,000 in total, of which SEK 720,000 to the Chairman of the Board, SEK 255,000 to the Vice Chairman and SEK 155,000 to each of the other Board members. The fees include compensation for committee work.
The AGM resolved to re-elect Harald Jagner as the company’s auditor and Pernilla Lihnell as the company’s deputy auditor, both from Deloitte AB, until the end of the 2019 AGM.
Dick Brenner (chairman), Christer Villard, Lars-Åke Bokenberger and Hans Wallenstam were re-elected as members of the nomination committee ahead of the 2019 AGM.
The AGM approved the Board’s proposal for guidelines for remuneration to senior executives.
A resolution was also passed in accordance with the Board’s proposal to introduce a cash-settled options scheme, which is related to the market price of Wallenstam’s B share as listed on Nasdaq Stockholm, according to the following principal terms and conditions.
- All permanently employed personnel in Wallenstam, of whom six persons today constitute senior executives, shall be invited to acquire synthetic options. Board members of Wallenstam are not covered by the offer. In total, a maximum of 5,000,000 synthetic options shall be issued in the options scheme.
- Employees’ acquisition of options shall occur at market value. In order to determine the market value, a market valuation shall be performed of the synthetic options on the date they are transferred to the employee. The market value shall be calculated by using the Black & Scholes option pricing model and reviewed by an independent valuation company.
- The issuance of synthetic options to the employee shall occur by means of an agreement being entered into between Wallenstam and the employee, on the following principal terms and conditions:
- The term of the options scheme shall envisage a start date some time during the period from May 1 until June 29, 2018 with a final date of May 31, 2024.
- One synthetic option gives the option holder the right to obtain a cash amount from Wallenstam that is calculated on the value of the Wallenstam share, i.e. the closing price according to Nasdaq Stockholm’s official price list, on the date redemption of the option is called for (“the Redemption date”), less the strike price, which amounts to SEK 80 per option. Irrespective of whether the value of the Wallenstam share exceeds a quoted closing price of SEK 140 per share, Wallenstam will not redeem any synthetic option for a higher price than SEK 60 per option (maximum strike price). The maximum value per synthetic option for the option holder is thus SEK 60. If the Redemption date does not correspond with the final date of the options scheme (i.e. May 31, 2024), a market valuation shall be performed of the synthetic options’ value on the Redemption date.
- The option holder has the right to call for redemption of the synthetic options on the final date of the options scheme, i.e. May 31, 2024. However, if the Wallenstam share before this date reaches a quoted closing price according to Nasdaq Stockholm’s official price list of at least SEK 140 per share, Wallenstam and the option holder have the possibility to call for early redemption.
The maximum cost of the options scheme for Wallenstam shall not exceed SEK 330,000,000.
The Board, or whoever is appointed by the Board, shall be responsible for the more detailed design and management of the options scheme. The Board, or whoever is appointed by the Board, shall also have the right to adjust the strike price, the maximum strike price and the closing price above, in the event that the price of the Wallenstam share changes significantly from the time of the AGM’s resolution until issuance of the options occurs.
Since the options in the options scheme are synthetic, the options scheme does not result in any dilution of shareholdings.
Furthermore, the AGM authorized the Board until the next AGM, on one or more occasions, to take decisions regarding the acquisition of so many own B shares on Nasdaq Stockholm, such that the company’s maximum holding at any given time does not exceed 10 percent of all shares in the company. The acquisition must take place within the registered price range at the time (i.e. the spread between the highest buying price and lowest selling price).
Lastly, the AGM authorized the Board until the next AGM – with or without preferential rights for shareholders – to take decisions regarding the assignment of the company’s own shares by means other than through Nasdaq Stockholm. Assignment may take place against cash payment, against consideration other than in cash or by offsetting debt because of the company’s assignment in exchange for a claim on the company. The Board’s decision regarding assignment must be executed within the time period determined by the Board. The number of own shares assigned may not exceed the number of shares held by the company at the time of assignment.
For further information:
Elisabeth Vansvik, Communications Director Wallenstam AB (publ) tel. 46 31 20 00 00 or 46 705 17 11 38
Wallenstam is a property company that manages, builds and develops properties for sustainable living and enterprise in Stockholm, Gothenburg and Uppsala. The property holding is valued at around SEK 42 billion and the customer base consists of around 8,500 households and 1,000 enterprises. The total lettable area is around 1 million sq m. Wallenstam is self-sufficient in renewable energy through the company Svensk NaturEnergi. The company’s B shares have been listed on Nasdaq Stockholm since 1984.