AGM Information • Feb 21, 2008
AGM Information
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Shareholders in Hufvudstaden AB (publ) are hereby summoned to an Annual General Meeting, which will take place at 4 pm on Thursday, March 27, 2008 at the Grand Hotel, Vinterträdgården, Stockholm. The entrance is on the corner of Stallgatan and Blasieholmsgatan. The doors will open at 3 pm.
The Board of Directors will propose at the Annual General Meeting an ordinary dividend of SEK 1.75 per share. The Board proposes that the record date be April 1, 2008. If the proposal is approved at the meeting, it is estimated that the dividend will be distributed, through VPC, on April 4, 2008.
Remuneration to the Board of SEK 1,575,000 is proposed, of which SEK 350,000 is to the Chairman of the Board and SEK 175,000 to each of the other Board members, apart from the President Ivo Stopner.
It is proposed that a fee be paid to the auditors for time worked as billed for the examination of the financial statements, the company management and the group audit.
It is proposed that Fredrik Lundberg be elected to chair the Annual General Meeting.
It is proposed that the Board comprises nine ordinary members. It will be proposed that the following members be re-elected: Claes Boustedt, Bengt Braun, Peter Egardt, Louise Lindh, Fredrik Lundberg, Hans Mertzig, Sten Peterson, Anna-Greta Sjöberg and Ivo Stopner.
It is also proposed that Fredrik Lundberg be elected as Chairman of the Board.
It is proposed that George Pettersson be elected as auditor and Joakim Thilstedt as deputy auditor for a term of four years. They are both authorized public accountants of KPMG.
The proposals regarding the Chairman of the AGM, the Chairman of the Board, Board members, auditors and remuneration to the Board and the auditors are supported by shareholders representing more than 50 per cent of the shares and the votes.
The Board proposes that the principles for remuneration to Group management and senior executives shall comprise salaries set on market terms as well as a limited profit-related bonus programme, applied in the same manner as previously. The proposal means a payment level that in principle concurs with the previous year. No share-related incentive schemes are proposed.
The Board has decided to present a proposal at the Annual General Meeting on March 27, 2008 that the Board be granted authorization for the period up to the next Annual General Meeting to acquire shares in the Company. Acquisition shall take place on the OMX Nordic Exchange in Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price and subject to the provision that the Company's holding of its own shares shall at no time exceed 10 per cent of the total number of shares in the Company, and that an acquisition may not take place to such an amount that the equity ratio, following the acquisition, falls below the Group's target of 40 per cent. The aim of the authorization is to allow the Board the opportunity to adjust the capital structure and in doing so create increased value for the Company's shareholders.
The Board will also propose that the Board be granted authorization at the Annual General Meeting for the period up to the next Annual General Meeting to dispose of the Company's own shares in a manner other than through the OMX Nordic Exchange as payment for or to finance the acquisition of a company or a property and thus, deviating from the shareholders' priority right, transfer shares to a certain person as payment for such an acquisition. Authorization can be exercised on one or more occasions and covers all the shares in the Company held by the Company. Applicable rules laid down in the Swedish Companies Act shall be observed.
Shareholders who wish to attend the Annual General Meeting
– must be registered in the shareholders' register kept by VPC AB (Swedish Securities Register Centre) by March 19, 2008, whereupon shareholders who have their shares under management must temporarily re-register their shares with VPC in their own name to be entitled to attend the meeting. Registration must be completed by March 19, 2008.
– must notify the Company, address Hufvudstaden AB, NK 100, SE-111 77 Stockholm, or by telephone on +46 8-762 90 00 or fax on +46 8-762 90 01 or e-mail at [email protected] no later than 4 pm on March 19, 2008. Notification should include the name, civic registration number or company registration number, daytime telephone number and the names of any representatives. If participation is by virtue of a proxy, the proxy should be sent in and be received by the Company before the meeting. Proxies, which should be originals, certificates of registration and other authorization documents, must be available at the meeting and should be sent to the company in advance to facilitate admission. No entry cards to the Annual General Meeting will be sent out.
A shareholder who wishes to issue a proxy to a person to represent him at the Annual General Meeting can, on request, receive a proxy form from the Company. The form is also available on the Company's website www.hufvudstaden.se.
Five days prior to the Annual General Meeting a total of 211,271,933 shares had been issued by the Company, of which 202,996,869 were Series A shares and 8,275,064 Series C shares. A total of 5,006,000 Series A shares were held by the Company and are thus not represented at the Meeting. The total number of votes in the Company at the aforementioned time is thus 1,025,497,269.
Personal information which is taken from the shareholders' register, notification of attendance at the Annual General Meeting and details of representatives and assistants will only be used for registration, drafting of a voting list for the Annual General Meeting and, where applicable, for the minutes of the meeting. The minutes of the meeting will be published on the Company's website.
The Annual Report, Auditors' Report plus the Auditor's statement about whether guidelines for remuneration to senior executives have been followed, and the Board's proposal for a dividend plus a statement by the Board giving reasons therefor, the Board's proposal for guidelines regarding remuneration to senior executives and the Board's proposal for authorization to acquire and sell company shares, together with a statement giving reasons therefor, is available at the Company from March 13, 2008 at the latest and will also be available on the Company's website. The documents are sent to shareholders on request and will be presented at the Annual General Meeting.
Stockholm, February 2008 Hufvudstaden AB (publ) Board of Directors
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