At the Annual General Meeting (AGM) of Fabege on 27 March 2007 the shareholders approved the Board’s proposal for a 2006 dividend of SEK 8.00 per share. It was also decided that the record date for payment of the dividend should be the 30 March 2007. It is expected that the cash dividend will be paid through VPC on 4 April 2007.
The AGM also decided to approve a redemption procedure in which shareholders will be offered to exchange every sixteenth share in Fabege for eight (8) shares in Klövern AB (publ). The main points of the offer are as follows. For each Fabege share the holder will receive one (1) redemption right. The record date for receipt of the redemption rights is 30 March 2007. Sixteen (16) redemption rights will entitle the holder to redeem one (1) Fabege share. Trading in redemption rights will take place on the Stockholm Stock Exchange for a certain period during the month of April. To make it easer for holders of small or odd lots to take advantage of the offer, shareholders will be able to sell up to 1,600 redemption rights free of commission. The shareholders also decided to approve a bonus issue which is aimed at restoring the share capital. More information about the redemption procedure is available on Fabege’s website, www.fabege.se. In early April a brochure containing a more detailed description of the redemption procedure will be sent to the shareholders.
On full acceptance of the redemption offer, a total of around SEK 2.2bn, including the cash dividend, will be transferred to the shareholders*.
The AGM voted to approve the withdrawal of 5,441,100 company-owned shares and a subsequent bonus issue aimed at restoring the share capital.
The shareholders also approved a division (split) of the company’s shares (2:1), to be effected in June 2007. To enable implementation of the split, the shareholders approved a change in the Articles of Association relating to the maximum number of shares.
The AGM approved the Board’s proposal for principles of remuneration and other terms of employment for senior management.
The shareholders decided to authorise the Board, up to the time of the next AGM, to acquire the company’s own shares. Share buybacks are subject to a limit of no more than 10 per cent of the total number of outstanding shares at any time.
*At current Klövern share price.
The AGM also decided to approve that the company’s shareholders, subject to a decision by the Board, be offered to buy or sell free of commission the number of shares required to achieve a shareholding consisting of round lots. The Board was authorised to decide on the timing and specific terms for such an offer.
The shareholders decided to re-elect the Directors Mats Qviberg, Göte Dahlin, Sven-Åke Johansson, Märtha Josefsson and Erik Paulsson and to elect Christian Hermelin, Helen Olausson and Svante Paulsson as new Directors. Erik Paulsson was elected Chairman of the Board. Maths O. Sundqvist and Stefan Dahlbo had declined re-election. The AGM also decided to approve the payment of Directors’ fees totalling SEK 2,405,000, to be distributed as follows: SEK 365,000 to the Chairman, who will also receive a separate compensation of SEK 835,000 for work in projects; SEK 180,000 to each of the other, Non-Executive Directors, and SEK 125,000 as compensation for work on the Board’s Audit Committee, of which SEK 50,000 to the Chairman of the Audit Committee and SEK 25,000 to each of the other members.
The AGM established the following principles for appointment of the Nomination Committee:
1. The Nomination Committee shall consist of one representative from each of the four largest shareholders. In addition, the Nomination Committee may decide that the company’s Chairman should sit on the Nomination Committee. The names of the members of the Nomination Committee and the owners they represent shall be announced no later than six months before the AGM and be based on the known ownership immediately prior to the announcement. The mandate period of the Nomination Committee shall expire upon the election of a new Nomination Committee. The chairman of the Nomination Committee shall be the member representing the largest shareholder, unless the Nomination Committee agrees otherwise.
2. If an owner is no longer one of the four largest shareholders, the representative of this owner shall vacate his seat, and the new shareholder that is now among the four largest shareholders shall be offered a seat on the Nomination Committee. Marginal changes need not be taken into account, however. An owner that has appointed a representative to the Nomination Committee shall be entitled to relieve the representative of his duties and appoint a new representative. Any changes in the membership of the Nomination Committee shall be announced.
3. The Nomination Committee shall prepare proposals on the following issues to be decided at the AGM:
a. proposal for chairman of the AGM
b. proposal for Board of Directors
c. proposal for Chairman of the Board of Directors
d. proposal for Directors’ fees, specifying the breakdown between the Chairman and other Directors and any remuneration due for committee work
e. proposal for auditors
f. proposal for fees to the Company’s auditors
g. any proposals for changes to the procedure for appointing the Nomination Committee
4. The company shall bear the cost of any reasonable expenses that the Nomination Committee believes are required to enable the Committee to complete its assignment.
Fabege AB (publ)
For further information, please contact:
Christian Hermelin, CEO, phone +46 (0)8-555 148 25, +46 (0)733-87 18 25
Roger Johansson, CFO, phone +46 (0)8-555 148 13, +46 (0)70-374 42 85
Mats Berg, Director of Communications and Investor Relations, phone +46 (0)8-555 148 20, +46 (0)733-87 18 20