NCC AB’s Annual General Meeting on April 12, 2016
The Annual General Meeting of NCC AB shareholders will be held on Tuesday, April 12, 2016 at Aula Medica, Solna. The Meeting will start at 4:30 p.m. and registration will commence at 3:30 p.m.
The Board proposes that the Meeting approve a dividend for the 2015 fiscal year in the following manner: through a spinoff of all shares in HoldCo Residential 1 AB (publ), Corp. Reg. No.: 556928-0380 (“Housing”) and through a dividend of SEK 3.00 per share with November 7, 2016 as the record date.
The Board of Directors proposes that the spinoff be effected on the basis of the following terms and conditions: For each Series A share of NCC AB, one Series A share of Housing will be received and for each Series B share of NCC AB, one Series B share of Housing will be received. The Board of Directors proposes that the AGM assign the Board to determine the record date for the spinoff of shares in Housing.
An information brochure concerning the proposal to spin off all of the shares of Housing will be made available on NCC’s www.ncc.se/arsstamma2016 website commencing on March 18, 2016.
The Nomination Committee proposes the following members as Members of the Board: reelection of Tomas Billing, Ulla Litzén, Christoph Vitzthum, Sven-Olof Johansson, Carina Edblad and Viveca Ax:son Johnson. It is proposed that Tomas Billing be elected Chairman of the Board. Olof Johansson has declined reelection.
It is proposed that director fees be paid in a total amount of SEK 3,600,000, distributed so that the Chairman of the Board receives SEK 1,100,000 and each other AGM-elected member receives SEK 500,000. The fees have been reduced by SEK 500,000 because it is proposed that the number of Board members be reduced by one. No fees are payable for work on committees. The auditors will be remunerated in return for approved invoices.
It is proposed that the registered auditing firm EY, i.e. Ernst & Young AB, with Mikael Ikonen as auditor-in-charge, be elected auditor of the company. The auditing firm is to be elected until the close of the 2017 AGM.
The Board of Directors proposes that the guidelines for determining salaries and other remuneration of Group Management, as adopted at the 2015 AGM, continue to be applied. The Board also proposes a long-term performance-based incentive program (LTI 2016), which places additional focus on profitability, growth and work environment. It is proposed that LTI 2016 will encompass approximately 180 senior executives and key personnel. The reasons, scope, terms and conditions are described in the enclosed official notification. If LTI 2016 is adopted by the AGM, the short-term maximum variable remuneration payable to the participants will be reduced. In all significant respects, LTI 2016 complies with the corresponding program (LTI 2015) adopted by the AGM on March 24, 2015.
In order to secure delivery of Series B shares in accordance with LTI 2016 and to cover costs, including costs for social security fees and payments on the basis of the synthetic shares, it is proposed that the Board be authorized by the AGM to make decisions on one or several occasions during the period up to the following AGM to buy back no more than 867,486 Series B shares, and that the AGM resolve to permit the transfer of not more than 300,000 Series B shares to the participants of LTI 2016. It is also to be possible to transfer a maximum of 500,000 Series B shares via Nasdaq Stockholm to cover costs, mainly for compensation for dividends, social security fees and payments on the basis of the synthetic shares, pursuant to outstanding long-term performance-based incentive programs (LTI 2013, LTI 2014 and LTI 2015) and LTI 2016.
Shareholders representing more than 50 percent of the total voting rights in NCC AB propose the following Nomination Committee: reelection of Viveca Ax:son Johnson and Johan Strandberg, equity researcher, SEB Funds, and new election of Anders Oscarsson, equity manager at AMF/AMF Funds. It is proposed that Viveca Ax:son Johnson be elected chairman of the Nomination Committee.
The complete notification is available in the enclosed pdf document.
The Annual Report, motions/proposals, the statement and the information brochure will be available at the company’s office as of March 18, 2016 and on the Group’s website www.ncc.se/arsstamma2016.
For further information, please contact:
Johan Bergman, Head of Investor Relations, +46 8-585 523 53, +46 70-354 80 35
NCC’s media line +46 8 585 519 00 or press@ncc.se
This is the type of information that NCC could be obligated to disclose pursuant to the Securities Market Act. The information was issued for publication on March 7, 2016 at 7 p.m. (CET).
All of NCC:s press releases are available on www.ncc.se.
NCC is one of the leading construction and property development companies in the Nordic region. NCC had in 2015 sales of SEK 62 billion, with 18,000 employees.