Shareholders of Catena AB (publ) are hereby invited to attend the Annual General Meeting Thursday, 26 April 2018 at 4:00 p.m., at the IVA conference centre, Grev Turegatan 16 in Stockholm, Sweden.
22 March 2018, 8:00 a.m.
Shareholders wishing to attend the Meeting must be recorded in the share register maintained by Euroclear Sweden AB on Friday, 20 April 2018, and shall have e-mailed notification of their intention to participate and any assistants to email@example.com by Friday, 20 April 2018, 2:00 p.m. at the latest. Notification can also be provided by telephone on +46 (0)730 70 22 46 or by letter to Catena AB (publ), Extraordinary General Meeting, Box 5003, SE-250 05 Helsingborg, Sweden.
The notification should include the shareholder's name, address, telephone number, personal or corporate identity number and registered shareholding. Notification and details of any representatives and assistants shall be registered with Catena to create a basis for the voting list. Any proxies should be submitted in writing no later than at the AGM. Proxy forms are available at www.catenafastigheter.se, at the head office at Landskronavägen 23, Helsingborg, Sweden or will be sent to shareholders on request. For authorisations issued by a legal entity, registration documents shall also be appended (registration certificates or the equivalent).
Shareholders whose shares are nominee-registered through a bank or private broker must temporarily register the shares in their own name in order to attend the Meeting. Such temporary registration must have been implemented by Friday, 20 April 2018. This means that shareholders must notify their nominee or bank sufficiently well in advance of their request for temporary shareholder registration (voting-rights registration).
Accounting information and complete proposals
Accounting information, audit report, complete proposals for decisions, the Board's considered statements and accounts, and auditors' opinions, in accordance with the points below, and proxy forms are available at www.catenafastigheter.se and at the Company's head office in Helsingborg from Wednesday, 4 April 2018 at the latest. Copies will be sent to shareholders who so request and state their address.
Disclosures at the AGM
Shareholders are entitled to request that the Board and the Chief Executive Officer disclose information in accordance with Chapter 7, Section 32 of the Companies Act.
Proposals for decision
The Nomination Committee proposes that Chairman of the Board Gustaf Hermelin be elected Chairman of the Meeting.
The Board proposes that a dividend of SEK 4.50 per share be paid for 2017 (previously SEK 3.50 per share). The proposed record date for the dividend is 30 April 2018. If the AGM decides in accordance with the proposal, it is estimated that payment will be distributed by Euroclear Sweden AB on 4 May 2018.
The Nomination Committee proposes that the company’s Board of Directors shall consist of seven (7) ordinary members without deputies.
The Nomination Committee proposes that fees be paid to the Board of Directors in the amount to SEK 300,000 (previously SEK 250,000) to the Chairman and SEK 150,000 (previously SEK 125,000) to each of the other Board members who are not employed by the company. For work on the Remuneration Committee, additional compensation of SEK 40,000 (SEK 40,000) is to be paid, of which SEK 20,000 (SEK 20,000) to the chairman of the Committee and SEK 10,000 (SEK 10,000) each to two members, for work on the Audit Committee, additional compensation of SEK 100,000 (SEK 100,000) is to be paid, of which SEK 50,000 (SEK 50,000) to the chairman of the Committee and SEK 25,000 (SEK 25,000) each to two members. Accordingly, it is proposed that total remuneration to the members amount to SEK 1,340,000 (previously SEK 2,940,000). It is proposed that fees to the auditors be paid according to customary standards and approved invoicing.
Th Nomination Committee proposes the re-election of Henry Klotz, Bo Forsén, Gustaf Hermelin, Katarina Wallin and Hélène Briggert (formerly Hélène Nathhorst Spångberg) and election of Tomas Andersson and Ingela Bendrot as ordinary Board members, and the re-election of Gustaf Hermelin as the Chairman of the Board. Details of the members are available at www.catenafastigheter.se.
The Nomination Committee proposes that registered accounting firm PricewaterhouseCoopers AB be elected as auditor, with authorised public accountant Mats Åkerlund as the principal auditor. Information about the proposed auditors and the principal auditor can found at www.pwc.se and www.catenafastigheter.se.
The Nomination Committee proposes that the Meeting resolves to adopt unchanged instructions for the Nomination Committee. It is proposed that the Nomination Committee consist of four members - representing the four largest shareholders at the beginning of October plus the Chairman of the Board. No fees are to be paid to the members of the Nomination Committee.
The instructions for the Nomination Committee shall comply with the Swedish Corporate Governance Code (the Code) unless deviations are justified and reported in the Corporate Governance Report.
The Board proposes that the Meeting adopt guidelines for remuneration to senior executives entailing, among other things, that occasional variable remuneration correspond to at most 50 percent of the fixed annual salary for the Chief Executive Officer and not more than 25 percent of the fixed annual salary for other senior executives. The Annual Report for 2017 specifies the total remuneration and benefits paid to management in 2017.
The Board proposes that the Meeting authorise the Board to decide, until the next AGM, on the acquisition of at most 1/10 of all shares with funds available for the distribution of earnings. Decisions may be made on one or several occasions. The authorisation includes the right to decide to deviate from shareholders’ preferential rights. For acquisitions on NASDAQ Stockholm, the price shall be within the registered price interval at any given time. Shares may be acquired to adjust the capital structure, to be used in financing acquisitions or other transactions, or otherwise for disposal or redemption.
The Board proposes that the Meeting authorise the Board to decide, until the next AGM, on the disposal of at most1/10 of all shares. Decisions may be made on one or several occasions. The authorisation includes the right to decide to deviate from shareholders' preferential rights, to determine the terms for this and the manner in which disposal takes place. Disposals may be made in connection with possible acquisitions or other structural transactions or through sale on the open market. For disposals via NASDAQ Stockholm, sales are to be made at the prevailing market price.
The Board proposes that the Meeting authorise the Board, on one or more occasions prior to the next AGM, to issue new shares, with or without preferential rights for shareholders to participate in the issue and with or without provisions regarding payment in kind or set-off. The authorisation may cover at most a combined 1/10 of the total number of shares outstanding at the time of the Board’s first decision to issue shares. New share issues are to be implemented on the usual market terms.
The purpose of the authorisation under items 19-21 is to be able to continuously adapt the Company's capital requirements and thereby contribute to increased shareholder value and to be able to transfer shares in connection with financing of possible property or company acquisitions, through payment with the company's own shares.
The Board proposes that the AGM resolve to change the Articles of Association entailing a change of the registered offices, share capital, number of shares, location for the General Meetings and record day provision. The proposal entails changes to § 2, § 4, § 5, § 8 and § 14 of the Articles of Association as follows.
Change of § 2
§ 2 Registered office
The Company has its registered office in Solna, Stockholms län Helsingborg, Skåne County.
Change of § 4
§ 4 Share capital
The Company’s share capital shall be at least fifty million Swedish kronor (SEK 50,000,000) fifty-five million Swedish kronor (SEK 55,000,000) and at most two hundred million Swedish kronor (SEK 200,000,000) two hundred, twenty million Swedish kronor (SEK 220,000,000).
Change of § 5
§ 5 Number of shares
the number of shares shall be a minimum of ten million (10,000,000) twelve million, five hundred thousand (12,500,000) and a maximum of forty million (40,000,000) fifty million (50,000,000).
Change of § 8
§ 8 Location of the General Meeting
The General Meeting of shareholders shall be held in Gothenburg Helsingborg or Stockholm.
Change of § 14
§ 14 Record day provision
The shareholders or nominees that on the record date are entered in the share register and listed in a CSD register as per Ch. 4 of the Financial Instruments Accounts Act (1998:1479) or anyone registered for a CSD account as per Ch. 4 Sect. 18 Paragraph 1 Items 6-8 of the aforementioned act shall be assumed to be authorised to exercise rights pursuant to Ch. 4 Section 39 of the Swedish Companies Act (2005:551).
Position of the principal shareholders
Shareholders representing 45.9 percent of the total votes in the Company have stated their intention to vote in favour of the proposals.
Number of shares and votes
At the time of issue of this Notice, the total number of registered shares and the total number of voting rights in the Company each amounted to 37,413,523. The Company holds no treasury shares.
Solna, March 2018
Catena AB (publ)
Board of Directors
For further information, please contact
Gustaf Hermelin, Chairman Benny Thögersen, CEO
Tel. +46 (0)705-60 00 00 Tel. +46 (0)706-60 83 50