FAQ The Dunker interests and Trelleborg

FAQ - The Dunker interests and Trelleborg

Who is the largest shareholder in Trelleborg?
The Dunker Interests have a majority shareholding. There are two classes of shares: Series A shares carrying ten votes and Series B shares carrying one vote. All Series A shares – 28,500,000 – are owned by the Dunker Interests, which corresponds to 10.5 percent of the share capital and 54.0 percent of the votes. On December 31, 2014, the Dunker Interests owned no Series B shares.

What are the Dunker interests?
The Dunker interests mainly comprise two foundations, The Henry and Gerda Dunker Donation Fund No. 2 (“The Donation Fund”) and The Henry and Gerda Dunker Foundation (“The Foundation”), both created through provisions in the will of the founder of the Helsingborg and Trelleborg rubber plants, Henry Dunker, and his wife Gerda. In addition, the Donation Fund is the “Parent Company” of three companies: Henry Dunkers Förvaltnings AB, Förvaltningsaktiebolaget HD and Aktiebolaget Hevea. The shares in Trelleborg are divided among these five legal entities.

Who was Henry Dunker? Read an excerpt from the Trelleborg Anniversary book (pdf)

What is the Dunker interests’ mission?
Their main mission is to monitor and develop Trelleborg AB, which is the Dunker interests’ most important asset. This task is executed primarily by two members in the Trelleborg Board of Directors. It is also Henry Dunker’s very clearly expressed wish in the will that ownership should be retained in this form, that is to say the foundation form.

After a portion of the net annual income in the Donation Fund has been added to the capital, the remainder is placed at the disposal of Helsingborg City to be used, to quote the phrasing in the will, “for an independent purpose of benefit to the citizens of Helsingborg.” However, the Dunker interests have no influence over how the City interprets this and uses the money, their task being simply to manage the capital in the best possible manner in accordance with the testator’s wishes.

Part of the income from the Donation Fund also goes to Henry and Gerda Dunker’s siblings, nephews and nieces and the latter’s children, but for not more than at most three generations. Thereafter, this portion of the income also goes to Helsingborg City.

The income in the Foundation goes in its entirety to operation of the Dunker Hospital, housed in Henry Dunker’s former private residence in Helsingborg, Villa Hevea.

Payments from the Dunker interests, SEK M
  2015     2014   2013   2012   2011   2010
Helsingborg City  37,7    33.5 30.9 22.5 10.9 11.0
Beneficiaries   28,5    26.3 24.3 17.8 9.0 9.1
Villa Hevea   11,5    10.1 8.8 8.2 8.5 3.0

How does Helsingborg City use the money?
Over the years, the funds have been used for such purposes as the construction of the Helsingborg City Theater, the Cultural Center in Fredriksdal, a new grandstand at the Olympia soccer arena, the Dunkers Kulturhus and, most recently, the Helsingborg Arena.

How are the Dunker interests managed?
The Dunker interests are administered by a Board of Directors consisting of six members. Roland Bengtsson is the Chairman and Claes Lindqvist the Executive Director. The other members are Hans Biörck, Anders Dahlvig, Ragnar Lindqvist and, Johan Malmquist. Hans Biörck and Johan Malmquist are also on Trelleborg AB’s Board of Directors. The first members of the Foundation’s Board of Directors were appointed in Henry Dunker's will. When any member leaves the Board of Directors, the remaining members select a new member, with the proviso that at least three Board members must be resident in or near Helsingborg.

How are the Dunker interests governing Trelleborg? 
The Dunker Interests are represented in Trelleborg’s Board of Directors by two representatives. They have in turn assignments in the Audit Committee, the Finance Committee and the Remuneration Committee. 

The Dunker Interests also act as Chairman of the Nomination Committee. 

How large have the dividends received from Trelleborg by the Dunker interests been in the past few years?

The Dunker interests' dividend from Trelleborg, SEK M
 2015   2014   2013   2012   2011   2010
106,9  92.6  87.0 73.6 56.8 17.5

Can the Dunker interests sell their shares in Trelleborg?
As stated above, the Dunker interests’ main task is to develop, preserve and protect Trelleborg AB. But farsighted as he was, Henry Dunker also prescribed that, in the event of pressing necessity, the original assets could be “divested or converted in some other manner to other assets.” This is, however, subject to the provision that the Board of Directors is entirely unanimous and that both Helsingborg City and the supervisory authority, that is, the country administrative board, give their approval.
The deed of donation is formulated in such a manner that leaves scope for interpretation and the interpretation of the Foundation's Board of Directors is outlined above.

Is it prescribed in the statutes that the head office must always be in Trelleborg?
No, there are no such provisions. Instead, this issue is regulated by the Annual General Meeting, which at present prescribes that the Board of Directors shall have its registered office in Trelleborg. For this to be changed, a decision of the Annual General Meeting is required in accordance with the provisions of the Companies Act.

What other ownership interests do the Dunker Foundations have?
In addition to their holding in Trelleborg, the Dunker interests have a securities portfolio worth approximately SEK 900 M. They have no dominant holdings in any other companies.

To contact the Dunker Foundations:
tel. +46 42 18 33 55