Who is the largest shareholder in Trelleborg?
The Dunker interests have a majority shareholding. There are two types of shares: Series A shares, entitling the holder to ten votes per share, and Series B shares that carry one vote each. All the Series A shares are owned by the Dunker interests. On September 30, 2006, the Dunker interests held a total of 12,159,774 shares (9,500,000 Series A shares and 2,659,774 Series B shares), corresponding to 13.46 percent of the share capital and 55.53 percent of the voting rights.
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.
Dividend from the Dunker interests, SEK M
| |
2007 |
2006 |
2005 |
2004 |
2003 |
| Helsingborg City |
27.1 |
43.1 |
22.4 |
14.6 |
11.7 |
| Beneficiaries |
23.5 |
38.4 |
21.2 |
14.9 |
13.3 |
| Villa Hevea |
10.1 |
9.6 |
9.5 |
9.1 |
9.1 |
How does Helsingborg City use the money?
Over the years, the funds have been used to build the Helsingborg City Theater, the Museum of Culture in Fredriksdal, a new stand at the Olympia Soccer Stadium and, most recently, the Dunker Cultural Center.
How are the Dunker interests managed?
The Dunker interests are administered by a Board of Directors consisting of six members. Didrik Normark is the Chairman and Rolf Kjellman the Deputy Chairman. The other members are Roland Bengtsson, Claes Lindqvist, Hans Biörck and Claes Peyron. Rolf Kjellman and Claes Lindqvist 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 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
| 2007 |
2006 |
2005 |
2004 |
2003 |
| 73.0 |
66.9 |
60.8 |
54.8 |
51.8 |
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 500 M. They have no dominant holdings in any other companies.
To contact the Dunker Foundations:Rolf Kjellman, tel. +46 42-18 33 55, +46 708-85 71 81