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Selvaag Bolig ASA

AGM Information Apr 8, 2016

3741_iss_2016-04-08_9eb91911-ecba-416e-9aa2-30e928ffaa5d.pdf

AGM Information

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To the shareholders of Selvaag Bolig ASA

Oslo, Norway, 8 April 2016

Dear shareholder,

NOTICE OF ANNUAL GENERAL MEETING (AGM)

The board of directors of Selvaag Bolig ASA ("the company") hereby gives notice of the annual general meeting.

Time: 29 April 2016 at 14:00 (CET) Place: Silurveien 2, NO-0311 Oslo, Norway

The following agenda is proposed by the board of directors for the annual general meeting:

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

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.

3. To approve the notice and the agenda

4. To adopt the financial statements and the directors' report for fiscal 2015, including the payment of dividend

The company's annual report for 2015 is available at www.selvaagboligasa.no.

Selvaag Bolig paid a dividend of NOK 0.70 per share, totalling NOK 65.6 million, for the first half of 2015. As a result of good value creation, the board proposes that a dividend of NOK 0.80 per share, totalling NOK 75 million, be paid for the second half of 2015. That would bring the total dividend for the year to NOK 1.50 per share. Should this proposal be approved, the company's shares will be traded exclusive of the dividend of NOK 0.80 from 30 April 2016 and the dividend will be paid on 12 May 2016 to the shareholders registered at 29 April 2016.

The board proposes that the general meeting adopts the following resolution:

"The board's proposal for the financial statements and directors' report for fiscal 2015, including the payment of a dividend of NOK 0.80 per share, is adopted as presented. The auditor's report is noted."

5. To approve the remuneration of directors

The nomination committee proposes that the general meeting adopts the following resolution:

"Remuneration for 2015 is set to:

Chair NOK 450 000, shareholder-elected directors NOK 260 000, employee-elected directors NOK 31 000, alternates for employee-elected directors NOK 4 000 per meeting.

Chair of the audit committee NOK 100 000, members of the audit committee NOK 75 000.

Chair of the remuneration committee NOK 65 000, member of the remuneration committee NOK 50 000."

6. To approve the remuneration of the members of the nomination committee

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 2015 is set at NOK 35 000 for the chair of the nomination committee and NOK 30 000 for each of the two other members."

7. To approve the auditor's fee

Accrued fees for the auditor in 2015 total NOK 1 229 234 for the company, including NOK 1 178 834 for statutory auditing and NOK 50 400 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 1 178 834 for statutory auditing in 2015 is approved."

8. To approve the board's declaration on pay and other remuneration for leading employees of the company

The declaration on pay and other remuneration for leading employees is published in the company's annual report and can be found at www.selvaagboligasa.no.

The board proposes that the general meeting adopts the following resolution:

"The board's declaration on pay and other remuneration for leading employees is approved."

9. To mandate the board to acquire own shares

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 2015.

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.

During the period from 12 October 2015 to 8 April 2016, the company acquired 658 141 of its own shares for a total payment of NOK 16 697 889. In connection with the incentive programme, 491 484 of these shares were sold on to employees on 30 November 2015 and 16 February 2016.

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 remuneration of the directors, 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:

  • 1. The company can acquire shares on one or more occasions with a total nominal value of up to NOK 18 753 137.
  • 2. The amount paid for the shares purchased must be a minimum of NOK 10 and a maximum of NOK 40.
  • 3. The board can use the mandate in connection with a possible later write-down of the share capital with the consent of the general meeting, remuneration of the directors, incentive programmes, settlement for the possible acquisition of businesses, or for the purchase of shares where this is financially beneficial.
  • 4. The board has a free choice of the methods to be used in acquiring or disposing of shares.
  • 5. The mandate will last until the annual general meeting in 2017, and in any event no longer than to 30 June 2017.
  • 6. With effect from the date it is registered with the Norwegian Register of Business Enterprises, this mandate replaces mandates awarded earlier for acquisition of the company's shares."

10. To mandate the board to increase the share capital

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 object 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 2015 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 the Oslo Stock Exchange.

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:

  • 1. The share capital can be increased on one or more occasions by a total of NOK 18 753 137.
  • 2. The mandate can 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 necessary strengthening of the company's equity.
  • 3. The mandate will last until the annual general meeting in 2017, and in any event no longer than to 30 June 2017.
  • 4. The pre-emptive right of shareholders to subscribe to shares can be set aside.
  • 5. The mandate embraces capital increases in exchange for non-monetary considerations or the right to involve the company in special obligations.
  • 6. The mandate does not cover merger decisions.
  • 7. With effect from the date it is registered with the Norwegian Register of Business Enterprises, this mandate replaces mandates awarded earlier for increasing the share capital."

11. To elect directors

The board has the following shareholder-elected directors: Olav H Selvaag (chair), Peter Groth, Karsten Bomann Jonsen, Gisele Marchand and Anne Sofie Bjørkholt.

All shareholder-elected directors are up for re-election in 2016.

The nomination committee proposes that the general meeting adopts the following resolution:

"Olav H. Selvaag, Peter Groth, Karsten Bomann Jonsen, Gisele Marchand and Anne Sofie Bjørkholt are re-elected for one year."

12. To elect members of the nomination committee

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 2016.

The nomination committee proposes to the general meeting that all members of the nomination committee are elected for one year at a time. This will give flexibility in assessing the committee's composition on an annual basis without weakening the requirement for continuity.

The nomination committee proposes that the general meeting adopts the following resolution:

"All new elections of members for the nomination committee will be for a term of one year. Steinar Mejlænder-Larsen, Leiv Askvig and Helene Langlo Volle are re-elected for one year."

No further business remains to be transacted.

The company has 93 765 688 issued shares, each of which carries one vote. At the date of this notice, the company owns 177 188 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 two days 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 chief executive 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.

Information concerning the 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/en.

Yours faithfully, for the board of directors of Selvaag Bolig ASA

Olav H Selvaag Chair

__________________

Ref no: PIN code:

Notice of Annual General Meeting

The Annual General Meeting of SELVAAG BOLIG ASA will be held on 29 April 2016 at 2 p.m. at Silurveien 2, NO-0311 Oslo, Norway

If the above-mentioned shareholder is an enterprise, it will be represented by: _________________________________________

Name of enterprise's representative (To grant a proxy, use the proxy form below)

Notice of attendance

The undersigned will attend the Annual General Meeting on 29 April 2016 and vote for:

Own shares Other shares in accordance with enclosed Power of Attorney A total of Shares

This notice of attendance must be received by DNB Bank ASA no later than 4 p.m. on 28 April 2016 Notice of attendance may be sent electronically through the Company's website www.sboasa.no/en or through VPS Investor Services. To access the electronic system for notification of attendance or to submit your proxy, through the Company's website, the above-mentioned reference number and PIN code must be stated. Notice of attendance may also be sent by e-mail: [email protected], or by regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

Place Date Shareholder's signature (If attending personally. To grant a proxy, use the form below)

Proxy (without voting instructions) Ref no: PIN code:

Annual General Meeting of Selvaag Bolig ASA

This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please go to page 2.

If you are unable to attend the Annual General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chair of the Board of Directors or a person authorised by him.

The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 4 p.m. on 28 April 2016. The proxy may be sent electronically through Selvaag Bolig ASA's website www.sboasa.no/en, or through VPS Investor Services. It may also be sent by e-mail: [email protected]. Regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned_________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him), or

_____________________________________________

(Name of proxy holder in capital letters)

a proxy to attend and vote for my/our shares at the Annual General Meeting of Selvaag Bolig ASA on 29 April 2016.

Place Date Shareholder's signature (Signature only when granting a proxy)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxy (with voting instructions) Ref no: PIN code:

This proxy form is to be used for a proxy with voting instructions. If you are unable to attend the Annual General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chair of the Board of Directors or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 4 p.m. on 28 April 2016. It may be sent by e-mail: [email protected] /regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned: __________________________________ hereby grants (tick one of the two):

the Chair of the Board of Directors (or a person authorised by him), or

____________________________________

Name of proxy holder (in capital letters)

a proxy to attend and vote for my/our shares at the Annual General Meeting of Selvaag Bolig ASA on 29 April 2016.

The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.

Agenda Annual General Meeting 2016 For Against Abstention
1. To open the meeting by board chair Olav H Selvaag, including taking the register of
shareholders present
No voting
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 2015, 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 declaration on pay and other remuneration for leading
employees of the company
9. To mandate the board to acquire own shares
10. To mandate the board to increase the share capital
11. To elect directors
12. To elect members of the nomination committee

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

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