Vasakronan’s Annual General Meeting on April 22, 2008
Welcome to Vasakronan’s public Annual General Meeting on Tuesday April 22, 2008 at 4:00 p.m. at Garnisonen Conference, Main Auditorium, Karlavägen 100, Stockholm.
Registration
Shareholders or others wishing to attend the Annual General Meeting should register their participation in writing, not later than Tuesday, April 15, 2008, to Vasakronan AB, Group Staff Legal, Box 24234, SE-104 51 Stockholm or by telephone to +46 (0)8-783 21 29 or fax +46 (0)8-783 21 01 or on the company’s website, www.vasakronan.se.
Agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Determination that the Meeting has been duly convened
6. Election of minutes checkers
7. Decision regarding attendance entitlement for non shareholders
8. Presentation by Håkan Bryngelson, President of Vasakronan AB
9. Presentation of the Annual Report and the Auditors’ Report, the Consolidated Accounts and the Auditors’ Report on the Consolidated Accounts
10. Resolution on:
a. adoption of the income statement and the balance sheet, and the consolidated income statement and balance sheet
b. appropriation of the company’s profits in accordance with the adopted balance sheet
c. discharge from liability of the members of the Board of Directors and the President
11. Resolution regarding the number of Board members and any deputy members
12. Election of the Board members and auditors and any deputy auditors
13. Determination of the fees to be paid to the Board of Directors and auditors
14. Resolution regarding principles for remuneration and other employment conditions for company management
15. Close of the Meeting
Dividend
The Board of Directors and the President propose that the Annual General Meeting approve a dividend of SEK 197.75 per share or a total of SEK 791,000,000 be paid for 2007.
Motions
Vasakronan AB is wholly owned by the Kingdom of Swedish via Civitas Holding AB. Civitas Holding AB’s only asset is all the shares in Vasakronan AB. The owner, Civitas Holding AB, has announced that it intends to vote in favor of the following motions:
Item 2
That Lars Kylberg be elected as Chairman by the Annual General Meeting.
Item 7
That non shareholders who registered their participation in the manner stated in the notification shall be entitled to attend the Annual General Meeting.
Item 11
That the number of Board members shall be seven ordinary members appointed by the Annual General Meeting, with no deputies.
Item 12
That the following Board members be re-elected: Lars Kylberg, Lars Johan Cederlund, Håkan Erixon, Birgitta Kantola, Christina Liffner, Jan Roxendal and Kristina Schauman. That Lars Kylberg be re-elected Chairman of the Board.
That Ernst & Young AB be appointed auditors for an additional three-year period, meaning until the 2011 Annual General Meeting, with Authorized Public Accountant Ingemar Rindstig as Auditor in Charge.
Item 13
That fees for Board members shall be unchanged in relation to the preceding year and be paid in the amount of SEK 348,000 to the Chairman, of which SEK 174,000 pertains to an extra fee based on the increased demands resulting from the extra workload connected with preparations for the sale of the company, and to each of the remaining Board members the amount of SEK 174,000, of which SEK 87,000 pertains to an extra fee based on the increased demands resulting from the extra workload connected with preparations for the sale of the company. In addition, a separate fee of SEK 15,000 per year per Board member and committee will be paid for committee work to Board members who are members of the Audit Committee and Remuneration Committee. Remuneration shall also be paid to Board members for expenses, out-of-pocket costs and similar, attributable to the execution of assignments.
That fees to auditors for the period up to the next Annual General Meeting shall be paid according to agreement.
Item 14
That the principles for remuneration and other employment conditions for senior executives shall apply according to the following:
Vasakronan shall apply the Ministry of Industry, Employment and Communication’s “Guidelines for employment conditions for senior executives, and incentive programs for employees in State companies.” The basic general principle for remuneration to senior executives is based on salaries being market-based, individual and, with the exception of the President who is not included in the existing incentive program, profit-based, when systematic comparison is made with other companies in Sweden. The existing incentive program, which applies to all employees with the exception of the President, is based on net operations development, new leasing and customer satisfaction and can yield a maximum of two months’ salary per year. The incentive program is three years and is valid until the end of 2008.
Senior executives shall have six months termination notice and be entitled to full severance pay if termination is served by the company. The employment terms shall allow for retirement at the age of 62. Premium-based pension shall apply. Otherwise, general employment conditions shall apply, such as car benefits, health insurance, etc.
Senior executives that are included in these guidelines are members of the company’s Group Council.
The Board of Directors’ Remuneration Committee shall prepare the Board’s proposals pertaining to salaries and other remuneration to the President, as well as process and approve the President’s proposals for salaries and remuneration to other senior executives.
The Board is entitled to deviate from these principles if an individual case warrants doing so.
It is considered that the principles above do not deviate significantly from the earlier principles approved by the Annual General Meeting.
Documents
The Annual Report and the Auditors’ Report in addition to the proposals above are available at the company and on the company’s website, www.vasakronan.se.
Stockholm, March 2008
VASAKRONAN AB (publ)
BOARD OF DIRECTORS