Notice of the Annual General Meeting for Platzer Fastigheter Holding AB (publ)
The shareholders in Platzer Fastigheter Holding AB (publ), corporate identity no. 556746-6437, are invited to attend the Annual General Meeting on Thursday, 28 April 2016 at 12.00 pm in Gamlestadens Fabriker, Gamlestadsvägen 2-4, House 15B in Gothenburg.
Platzer Fastigheter Holding AB (publ) holds its Annual General Meeting on Thursday, 28 April 2016 at 12.00 pm in Gamlestadens Fabriker, Gamlestadsvägen 2-4, Hus 15 B, in Gothenburg. Admission to the Annual General Meeting is from 11.30 am. Lunch will be served after the Annual General Meeting. Shareholders are then invited to visit Platzer's newly-opened urban development office in Gamlestadens Fabriker for coffee and cakes and a presentation of Platzer's development plans.
ENTITLEMENT TO ATTEND AND VOTE AND REGISTRATION
You have the right to attend and vote at the Annual General Meeting of Platzer Fastigheter Holding AB if you are entered in the shareholder register kept by Euroclear Sweden AB on 22 April 2016 and have notified the company of your intention to attend the Meeting no later than 22 April 2016, preferably before 4 pm. Send your registration by post to Platzer Fastigheter Holding AB, attention: Agneta Timhagen Meier, Box 211, 401 23 Gothenburg, Sweden, or call +46 (0)31 – 63 12 00 or send an email to agneta.meier@platzer.se, or register via the company's website platzer.se. The registration should include the shareholder's name, personal identity number/company registration number, address, telephone number and shareholding as well as the name(s) of any proxies (no more than two).
Shareholders who have chosen to register their shares in the name of an authorised agent must temporarily register their shares in their own name with Euroclear Sweden AB, so they are entered in the shareholder register no later than 22 April 2016 to be entitled to attend and vote at the Annual General Meeting. This can be a temporary registration.
Shareholders who are represented by a proxy/proxies must issue a written, dated power of attorney for the proxy/proxies. Power of attorney forms can be downloaded from the company's website platzer.se. If the power of attorney is issued by a legal entity, a signed copy of the entity's certificate of incorporation or equivalent authentication document is also required. The original of the power of attorney, certificate of incorporation and other authorisation documents must be available at the Meeting and, to facilitate admission to the Meeting, should be sent to the company at the above address, ensuring they will be received no later than 22 April 2016. The power of attorney must not be more than one year old, unless it states that it is valid for a longer period, although this must not be more than five years.
PROPOSED AGENDA
- Opening of the Meeting
- Election of the Chair of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two people to verify the minutes
- Determination as to whether the Meeting has been duly convened
- Presentation of
(i) the annual report and consolidated financial statements and the Auditor's Report concerning the parent company and the Group
(ii) the Board's proposal for payment of dividends and the explanatory statement
8. Address by the Chief Executive Officer
9. Resolution to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
10. Resolution on allocation of the company's profit in accordance with the duly adopted balance sheet and the record date
11. Resolution to grant discharge to the members of the Board and the Managing Director for their activities during the financial year
12. Resolution on amendment of the Articles of Association
13. Resolution on the number of Board members and, following that, the Nomination Committee's report on its work
14. Establishment of fees to the Board and auditors
15. Election of Board members and Chair of the Board of Directors
16. Election of auditors
17. Resolution on policies for the appointment of the Nomination Committee
18. Resolution on the Board's proposal for guidelines for remuneration of senior executives
19. Resolution on authorisation of the Board of Directors to decide on the issue of new shares
20. Resolution on authorisation of the Board of Directors or the CEO to make minor adjustments to the decisions
21. Closure of the Meeting
PROPOSALS FOR RESOLUTION
Election of Chair of the Meeting, resolution on the number of Board members, fees to the Board of Directors and auditors, election of Board members and Chair of the Board of Directors, election of auditors and resolution on policies for appointment of the Nomination Committee.
According to the policies approved by the Annual General Meeting on 28 April 2015, the Nomination Committee comprises Fabian Hielte (Chair of the Board of Directors), Magnus Swärd (Backahill AB), Anders Tykeson (Länsförsäkringar Göteborg och Bohuslän) and Staffan Ingeborn (Ernström & C:o AB), who is the Chair of the Nomination Committee. The three largest shareholders, who are represented in the Nomination Committee, together hold 76.6 percent of the votes and 32.5 percent of the capital. The Nomination Committee proposes the following.
Item 2 that the Meeting shall elect Olof Jisland as Chair of the Meeting.
Item 13 that the Board shall consist of six ordinary members without any deputy members.
Item 14 that total fees paid to the Board shall amount to SEK 1,050,000 (875,000), of which SEK 300,000 (250,000) is to the Chairman of the Board and SEK 150,000 (125,000) to each of the other members. This is an increase of 20%.
that fees to the auditors shall be paid according to an approved invoice.
Item 15 that Fabian Hielte, Anders Jarl, Lena Apler, Ricard Robbstål and Cecilia Marlow shall be re-elected as members of the Board. Eva Persson has declined re-election. Furthermore, it is proposed to appoint as a new member:
Charlotte Hybinette (born in 1973). Charlotte is a lawyer and managing partner of MAQS Advokatbyrå in Stockholm, with long experience of commercial real-estate transactions, securities law and corporate governance. Charlotte studied Law at Stockholm University and the College of Law in London before she joined MAQS Advokatbyrå in 2001. Charlotte is a member of the Boards of the Stockholm Law Society (Juristföreningen), the International Federation for European Law and the law firm Christersdotter AB. Charlotte holds no shares in Platzer.
Fabian Hielte is proposed for re-election as Chair of the Board of Directors.
Item 16 that the public accounting firm PwC be re-appointed as the company's auditor until the close of the 2017 Annual General Meeting, with Bengt Kron as the Auditor in Charge.
The Nomination Committee's proposal to re-appoint the accounting firm PwC until the close of the 2017 Annual General Meeting is conditional on the General Meeting's approval of the amendment to the Articles of Association as set out in Item 12 of the Agenda. It the amendment to the Articles of Association is not approved by the General Meeting as set out above, the auditor shall instead be appointed until the close of the 2020 Annual General Meeting.
Nomination Committee:
The Nomination Committee is appointed annually and must consist of the Chair of the Board of Directors and a representative of each of the three largest shareholders in terms of votes at the end of the third quarter. The Chair of the Board of Directors shall convene the first meeting of the Nomination Committee. The names of the persons who will form the Nomination Committee must be published on the company's website no later than six months before the next Annual General Meeting. If any of the three biggest shareholders in terms of votes refrains from appointing a representative to the Nomination Committee, this right accrues to the next largest shareholder in terms of votes. If a member's connection with the shareholder that nominated the member ends or if the member leaves the Nomination Committee for any other reason, the shareholder that nominated the member has the right to replace the member on the Nomination Committee. If any shareholder who appointed a member to the Nomination Committee disposes of a major holding of its shares in the company before the work of the Nomination Committee has been completed, the member appointed by this shareholder, if the Nomination Committee so decides, shall resign and be replaced by a new member appointed by the largest shareholder, in terms of votes, that is not represented on the Nomination Committee. The Nomination Committee appoints a Chair from among its members. The Chair of the Nomination Committee may not be a member of the Board of Directors. The Nomination Committee must prepare proposals for presentation to the 2017 Annual General Meeting for resolutions on the Chair of the Meeting, Board fees, auditors' fees, the Board of Directors, the Chair of the Board of Directors, auditors and the Nomination Committee for the 2018 Annual General Meeting.
Dividend and record date (Item 10 on the Agenda)
The Board of Directors and the CEO propose a dividend to the shareholders of SEK 1.00 per share (SEK 0.75). The Board of Directors recommends 2 May 2016 as the record date for the dividend. If the proposal is approved by the Annual General Meeting, the dividend should be paid out by Euroclear Sweden AB on 6 May 2016.
Resolution on amendment of the Articles of Association (Item 12 on the Agenda)
The Board proposes that the Annual General Meeting approve an amendment to Section 9 of the Articles of Association, so that the Articles of Association read as follows: "The company must have at least one (1) and at most two (2) authorised public accountants or a registered public accounting firm, and at most two (2) deputy auditors." The following sentence is hereby deleted in its entirety: "The term of office as auditor shall run until the close of the annual general meeting that is held in the fourth financial year after the appointment of auditors".
Furthermore, the Board of Directors proposes the addition of two items to Section 12 of the Articles of Association as follows:
Establishment of fees to the Board and auditors
Resolution on policies for the appointment of the Nomination Committee
Proposal for amendment to the Articles of Association, published on www.platzer.se.
Please note that approval of the resolution is subject to the vote of shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
Guidelines for remuneration of senior executives (Item 18 on the Agenda)
The Board of Directors proposes that the Meeting shall pass a resolution on the following guidelines. Remuneration and other terms of employment for the company's management group shall be at market rates, competitive and based on each employee's responsibilities and performance. Remuneration is paid as a fixed salary to all members of the management group. Pension terms shall be at market rates and based on defined contribution pension solutions or the ITP plan.
In addition to the fixed salary, variable pay shall also be possible, which shall then reward predefined, measurable performance. Such variable pay must not exceed the equivalent of three months' salary and, for the CEO, six months' salary. Long-term, variable pay programmes shall be share-related and based on performance as well as, when promised, based on a maximum of one year's salary.
Termination of employment by the company shall be subject to no more than 12 months' notice. Severance pay, including salary during the period of notice, may not exceed 12 monthly salaries.
The Board of Directors may waive these guidelines in individual instances should there be special reasons for doing so.
Authorisation for the Board of Directors to decide on a new share issue (Item 19 on the Agenda)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide, by no later than the time of the next Annual General Meeting, on one or more occasions and with or without a preferential right for the shareholders, on a new issue of class B shares for a total value of no more than 10 percent of the share capital. The share issue may be made as a cash, non-cash or offset issue. Shares may only be issued at market price. The reason for departing from the preferential right for the shareholders is that the company, in the case of property transactions, may need prompt access to capital or, alternatively, need to pay with the company's shares. Furthermore, it is proposed that the Meeting authorise the Board of Directors and the CEO to make any minor adjustments to this resolution and take any action that may be necessary in connection with registration.
Please note that approval of the resolution is subject to the vote of shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
NUMBER OF SHARES AND VOTES
The total number of shares and votes in the company at the time this notice was issued was as follows:
The total number of shares in the company is 95,997,434, of which 20,000,000 are Class A shares and 75,997,434 are Class B shares. The company has a holding of 250,000 Class B shares which cannot be represented at the Annual General Meeting.
One A share has 10 votes. One B share has one vote.
The total number of votes in the company is 275,997,434.
DOCUMENTS
The Annual Report, Auditor's Report and Board of Directors' explanatory statement pursuant to chapter 18, section 4, of the Swedish Companies Act and the auditor's opinion pursuant to chapter 8, section 54 of the Swedish Companies Act are available at the company for the shareholders three weeks before the Meeting. The documents are available for viewing on the company's website, platzer.se.
The documents will be sent upon request to shareholders who provide their postal address.
INFORMATION AT THE MEETING
The shareholders are entitled to certain information at the Meeting. The Board of Directors and the CEO shall disclose information on matters that may affect the assessment of an item on the agenda, matters that may affect the assessment of the company's or a subsidiary's financial situation or the company's relationship with another Group company if requested to do so by a shareholder and if the Board of Directors is of the opinion that it will not cause any material harm to the company.
Questions may be sent in advance to Platzer Fastigheter Holding AB, attention: Agneta Timhagen Meier, Box 211, 401 23 Gothenburg or by email: agneta.meier@platzer.se
Gothenburg, Sweden, March 2016
Platzer Fastigheter Holding AB (publ)
Board of Directors
For further information, contact:
CEO P-G Persson, +46 (0)734-11 12 22
CFO Lennart Ekelund, +46 (0)703-98 47 87
Platzer Fastigheter Holding AB (publ) is required to publish this information under the Swedish Securities Market Act and/or Financial Instruments Trading Act. The information was submitted for publication on 29 March 2016 at 16,00 hrs.
Platzer Fastigheter Holding AB (publ) owns and manages commercial properties in the Gothenburg area with a lettable area of approximately 465,000 square metres with a value of approximately SEK 10 billion. Platzer is listed on Nasdaq OMX Stockholm, Mid Cap.