AGM Information • Apr 5, 2022
AGM Information
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To the shareholders of Selvaag Bolig ASA
Oslo, Norway, 5 April 2022
Dear shareholder,
The board of directors of Selvaag Bolig ASA (the company) hereby gives notice of the annual general meeting.
Time: 26 April 2022 at 10.00 (CET) Place: Silurveien 2, NO-0311 Oslo, Norway
The following agenda is proposed by the board of directors for the annual general meeting.
The board proposes that the general meeting elects Olav H Selvaag to chair the meeting and that one of the shareholders present be elected to co-sign the minutes.
The company's annual report for 2021 is available at www.selvaagboligasa.no.
Selvaag Bolig paid a dividend of NOK 2.00 per share, totalling NOK 187.5 million, for the first half of 2021. Based on the financial results for 2021, the board proposes that a dividend of NOK 3.00 per share, totalling NOK 281.3 million, be paid for the second half of 2021. That would bring the total dividend for the year to NOK 5.00 per share, totalling NOK 468.8 million. Should this proposal be approved, the company's shares will be traded exclusive of the dividend of NOK 3.00 from 27 April 2022 and the dividend will be paid on 5 May 2022.
The board proposes that the general meeting adopts the following resolution:
The board's proposal for the financial statements and directors' report for fiscal 2021, including the payment of a dividend of NOK 3.00 per share, is adopted as presented. The auditor's report is noted.
The nomination committee supports the Norwegian code of practice on corporate governance which calls for directors to own shares in the company. The committee therefore proposes
that shareholder-elected directors are given a compensation over and above the regular director's fee, where the net proceeds after tax are intended to be used for the purchase of shares in the company. This does not apply to the chair, who is the principal shareholder of the company. Other regulation of the ordinary director's fees is in line with general pay trends. The nomination committee proposes a significant increase in the fees for the chair and the members of the audit committee. Owing to an increased workload in connection with new regulatory requirements and a comparison with similar roles in larger listed companies an increase of NOK 50 000 for the chair and NOK 25 000 for members.
The nomination committee proposes that the general meeting adopts the following resolution:
Fees for 2021 (2020) are as follows:
Board chair NOK 520 000 (500 000).
Shareholder-elected directors NOK 300 000 (290 000). In addition, NOK 50 000 (50 000) for the purchase of shares.
Employee-elected directors NOK 41 000 (39 000). Alternates for employee-elected directors NOK 4 000 (4 000) per meeting.
Audit committee chair NOK 150 000 (100 000), post as member of the audit committee NOK 100 000 (75 000).
Remuneration committee chair NOK 68 000 (65 000), post as member of the audit committee NOK 52 000 (50 000).
The board proposes remuneration for the chair and the two other members of the nomination committee. The board proposes that the general meeting adopts the following resolution:
Remuneration for 2021 (2020) is as follows:
Chair of the nomination committee NOK 40 000 (39 000), NOK 35 000 (34 000) for other members.
Fees for 2021 (2020) are as follows:
Accrued fees for the auditor in 2021 total NOK 1 941 387 (3 674 591) for the company, including NOK 1 792 431 (2 505 459) for statutory auditing and NOK 148 956 (1 169 132) related to other services. The general meeting is required to approve the fee related to statutory auditing.
The board proposes that the general meeting adopts the following resolution:
The auditor's fee of NOK 1 792 431 for statutory auditing in 2021 is approved.
The remuneration report for leading employees is available at www.selvaagboligasa.no. The board proposes that the general meeting adopts the following resolution:
The board's remuneration report for leading employees for 2021 is adopted as proposed.
Proposal for new guidelines on pay and other remuneration for leading employees are available at www.selvaagboligasa.no.
The board proposes that the general meeting adopts the following resolution:
The guidelines on pay and other remuneration for leading employees are adopted as proposed.
The board proposes that the general meeting mandates the board to pay dividend, on one or several occasions during the term of the mandate, pursuant to section 8, sub-section 2, second paragraph of the Norwegian Act on Public Limited Companies.
Such a mandate will give the board the freedom to pay dividend to shareholders during the term of the mandate through mechanisms permitted by the Act on Public Limited Companies. Payment of dividend to shareholders other than at the annual general meeting could be an important means of fulfilling the company's dividend strategy. Furthermore, such a mandate will also mean that the board can maintain the desired correspondence between the company's results and the direct return on the shares.
The board proposes that the general meeting mandates the board to pay dividend in accordance with the company's applicable guidelines on dividend.
When considering whether to mandate the board to pay dividend, the company's financial position should be taken into account. Shareholders are referred to the financial statements and directors' report for 2021 for further details on this subject and for general information about the company, in addition to stock exchange announcements published under the company's ticker code through the www.newsweb.no news service operated by Oslo Børs ASA.
The company proposes that the general meeting adopts the following resolution:
The board is mandated to pay dividend subject to the following conditions:
The board proposes that the general meeting mandates the board to acquire the company's own shares. The board holds such a mandate at the date this notice is issued, and the proposed mandate represents a continuation of the existing mandate approved by the general meeting in 2021.
The mandate will give the board the opportunity to utilise the financial instruments and mechanisms permitted by the Act on Public Limited Companies. Repurchasing the company's own shares, followed by their deletion from the register, can be an important instrument for
optimising the structure of the company's share capital. Furthermore, such a mandate will mean that the company can use its own shares for incentive programmes and for full or partial settlement in connection with the acquisition of businesses.
At 5 April 2022, the company owned 511 933 of its own shares.
The board proposes that the general meeting mandates the board to acquire the company's own shares up to a total nominal value corresponding to 10 per cent of the company's share capital. Shares acquired by the company can be used for a possible later write-down of the share capital with the consent of the general meeting, for incentive programmes or as settlement for the possible acquisition of businesses.
The board proposes that the general meeting adopts the following resolution:
The board is mandated to acquire the company's own shares, subject to the following conditions:
To give the board the necessary flexibility and opportunity to increase the share capital quickly, the board proposes that the general meeting mandates the board to increase the share capital. This mandate could be used to issue shares as payment related to incentive schemes, as consideration for the acquisition of businesses falling within the company's business purpose, or for strengthening of the company's equity.
This purpose means it will be possible to set aside the pre-emptive right of shareholders when exercising the mandate.
The board has previously held such a mandate to increase the share capital, and considers it appropriate that a corresponding mandate be given for the coming year. The board's proposed resolution covers a mandate to issue a number of new shares which will increase the present share capital by up to 10 per cent. According to the proposed resolution, the mandate will replace earlier mandates for increasing the share capital.
When considering whether to mandate the board to increase the share capital, the company's financial position should be taken into account. Shareholders are referred to the financial statements and directors' report for 2020 for further details on this subject and for general information about the company, in addition to stock exchange announcements published
under the company's ticker code through the www.newsweb.no news service operated by Oslo Børs ASA.
The board proposes that the general meeting adopts the following resolution:
The board of the company is mandated to increase the share capital, subject to the following conditions:
The board has the following shareholder-elected directors: Olav H Selvaag (chair), Gisele Marchand, Tore Myrvold, Øystein Thorup and Camilla Wahl. All shareholder-elected directors are up for election in 2022.
The nomination committee proposes that the general meeting re-elects all the existing directors, and will account for its recommendation at the general meeting on 26 April.
The nomination committee proposes that the general meeting adopts the following resolution:
Olav H Selvaag, Tore Myrvold, Gisele Marchand, Øystein Thorup and Camilla Wahl are reelected for one year. Olav H Selvaag is elected chair of the board.
The nomination committee comprises the following members: Steinar Mejlænder-Larsen (chair), Leiv Askvig and Helene Langlo Volle. All members of the nomination committee are up for re-election in 2022.
The nomination committee will account for its recommendation at the general meeting on 26 April.
The nomination committee proposes that the general meeting adopts the following resolution:
Steinar Mejlænder-Larsen, Leiv Askvig and Helene Langlo Volle are re-elected for one year.
The company has conducted a tendering process with the aim of electing a new auditor from the 2022 financial year. The board's audit committee recommends that PwC be elected as the auditor. The recommendation is available at www.selvaagboligasa.no. The board supports the audit committee's assessment and recommendation.
The board proposes that the general meeting adopts the following resolution:
The election of PwC as Selvaag Bolig's auditor from the 2022 financial year is approved.
***
No further business remains to be transacted.
The company has 93 765 688 issued shares, each of which carries one vote. At 5 April 2022, the company owned 511 933 of its own shares.
The board of directors would request that all shareholders who wish to attend the general meeting fill in and submit the attached registration form no later than the day before the general meeting. Shareholders may also register online via Investor Services or the company's website at www.selvaagboligasa.no/en.
Shareholders who cannot attend the general meeting in person may authorise the chair of the board to act as their proxy by completing and submitting the attached proxy form, or appoint another person to vote for their shares. The appointment of a proxy must be made in writing, dated and signed, and submitted at the latest when the general meeting takes place.
Shareholders are entitled to move resolutions on issues under consideration by the general meeting. They are also entitled to be accompanied by advisers, and may give one such adviser the right to speak.
A shareholder may require that the directors and the CEO provide available information to the general meeting on matters which may affect the assessment of items presented to the shareholders for decision. The same applies to information on the company's financial position and other business to be transacted at the general meeting, unless the information requested cannot be disclosed without causing disproportionate harm to the company.
In the case of shares which are registered in a separate investor account (registered under a management/nominee account), managers may not attend nor vote for these shares at general meetings. Shareholders wishing to attend and vote at the general meeting must transfer these shares from the investor account to an account in their own name. A shareholder wishing to participate has to appear as a directly registered shareholder in the Norwegian Central Securities Depository (VPS) at the latest by the opening of the general meeting.
Information concerning the annual general meeting, including this notice with attachments and the company's articles of association, is available on the company's website at www.selvaagboligasa.no/english.
Yours faithfully, for the board of directors of Selvaag Bolig ASA
Olav H Selvaag Chair
__________________
Ref no:
The AGM in Selvaag Bolig ASA will be held on 26 April 2022 at 10 a.m. CET. Address: Silurveien 2. NO-0311 Oslo, Norway
The shareholder is registered with the following amount of shares at summons: Record Date: 25 April 2022 and vote for the number of shares owned per
Advance votes may only be executed electronically, through the Company's website www.selvaagboligasa.no (use ref.nr and pin code on this form) or through VPS Investor Services. In Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.
Notice of attendance should be registered through the Company's website www.selvaagboligasa.no or through VPS Investor Services. For notification of attendance through the Company's website, the reference number and pin code on this form must be stated. In VPS Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator. If you are not able to register this electronically, you may send by e-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway.
This is a physical meeting, and we encourage shareholders to either participate by advance votes, proxy or physically. If any shareholder enrolled prefer to attend electronically, please send an e-mail to [email protected] and we will facilitate for this.
| Place | Date | Shareholder's signature | |||
|---|---|---|---|---|---|
| Proxy to another individual to vote for your shares. | Proxy without voting instructions for Annual General Meeting of Selvaag Bolig ASA | Ref no: Ref no: |
PIN code: PIN code: |
||
| Proxy should be registered through the Company's website www.selvaagboligasa.no or through VPS Investor Services. |
For granting proxy through the Company's website, the reference number and pin code on this form must be used. In VPS Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator. If you are not able to register this electronically, you may send by E-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration. The Proxy must be dated and signed to be valid.
hereby grants (if you do not state the name the proxy holder, the proxy will be given to the Chair of the Board of Directors)
the Chair of the Board of Directors (or a person authorised by him or her), or
_____________________________________________
| (Name of proxy holder in capital letters) | |||
|---|---|---|---|
| ------------------------------------------- | -- | -- | -- |
proxy to attend and vote for my/our shares at the Annual General Meeting of www.selvaagboligasa.no on 26 April 2022.
You must use this proxy form to give voting instructions to Chair of the Board of Directors or the person authorised by him or her. (Alternatively, you may vote electronically in advance, see separate section above.) For Instruction to other than Chair of the Board, give a proxy without voting instructions and agree directly with the proxy holder how voting should be executed.
Proxies with voting instructions can only be registered by DNB, and must be sent to [email protected] (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 25 April 2022 at 4 p.m. CET. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration.
hereby grants the Chair of the Board of Directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual General Meeting of Selvaag Bolig ASA on 26 April 2022.
The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the Board's and Nomination Committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.
| Agenda for the Annual General Meeting 2022 | For | Against | Abstention | |
|---|---|---|---|---|
| 1. | To open the meeting by board chair Olav H Selvaag, including taking the register of shareholders present |
|||
| 2. | To elect the chair for the meeting and a person to co-sign the minutes | | | |
| 3. | To approve the notice and the agenda | | | |
| 4. | To adopt the financial statements and the directors' report for fiscal 2021, including the payment of dividend |
| | |
| 5. | To approve the remuneration of directors | | | |
| 6. | To approve the remuneration of the members of the nomination committee | | | |
| 7. | To approve the auditor's fee | | | |
| 8. | To approve the board's remuneration report for leading employees for 2021 | | | |
| 9. | To adopt guidelines on pay and other remuneration for leading employees | | | |
| 10. To mandate the board to resolve the payment of dividend | | | | |
| 11. To mandate the board to acquire own shares | | | | |
| 12. To mandate the board to increase the share capital | | | | |
| 13. To elect directors | | | | |
| 14. To elect members of the nomination committee | | | | |
| 15. To elect the auditor | | | |
Place Date Shareholder's signature (Only for granting proxy with voting instructions)
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