The shareholders of Samhällsbyggnadsbolaget i Norden AB (publ), Reg. No. 556981-7660, (”SBB”) are hereby given notice to attend the Extraordinary General Meeting on Wednesday 14 June 2023, at 15:00. The Extraordinary General Meeting will be held in the premises of Advokatfirman Vinge at Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Entrance and registration take place from 14:30.
Exercise of the right to vote
Shareholders who wish to exercise their voting rights at the Extraordinary General Meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on Monday 5 June 2023, and
- notify their intention to participate in the Extraordinary General Meeting according to the instructions under the heading "Notification of participation” no later than Thursday 8 June 2023.
To be entitled to participate in the meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of 5 June 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed no later than the second banking day after 5 June 2023 are taken into account when preparing the register of shareholders.
Notification of participation
Anyone wishing to attend the meeting must no later than Thursday 8 June 2023 give notice in one of the following ways:
- by post to Samhällsbyggnadsbolaget i Norden AB, ”Extraordinary General Meeting”, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden
- by e-mail to [email protected]
- by phone, +46 8 402 90 46, weekdays at 09.00-16.00
When notifying, shareholders must state their name, personal or registration number, shareholding, address and telephone number and, where applicable, the number of assistants (maximum two).
Anyone who does not wish to attend in person may exercise their right at the meeting by proxy with a written, signed and dated power of attorney. A form of proxy is available on SBB’s website https://corporate.sbbnorden.se/en/section/corporate-governance/general-meetings/. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity must be attached.
To facilitate access to the meeting, proxies, registration certificates and other authorization documents should be sent to SBB at the address Samhällsbyggnadsbolaget i Norden AB, ”Extraordinary General Meeting”, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden, no later than Thursday 8 June 2023.
Please note that notification of participation in the meeting must be made even if the shareholder wishes to exercise his or her voting rights at the meeting through a proxy. A submitted power of attorney does not apply as notification to the meeting.
Proposed agenda
- Opening of the meeting;
- Election of the chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons to verify the minutes;
- Determination of whether the meeting has been duly convened;
- Resolution regarding amendment of the company’s Articles of Association;
- Resolution regarding authorization for the Board of Directors to determine record dates; and
- Closing of the meeting.
Proposals for resolutions
Election of the chairman of the meeting (item 2)
The Board of Directors proposes that Jesper Schönbeck, member of the Swedish Bar Association, Advokatfirman Vinge, is elected chairman of the meeting.
Resolution regarding amendment of the company’s Articles of Association (item 7)
In order to enable for the Board of Directors to resolve on postponement of record date for dividends, it is proposed that item 5 of the company’s Articles of Association is amended as follows:
Current wording
”Disbursement of dividends relating to Class A and Class B common shares shall be made in a single instalment, in four (4) equal instalments or in twelve (12) equal instalments. For four instalments, the record dates for payment of dividends shall be the last business day in June, September, December and March. For twelve instalments, the record dates for payment of dividends shall be the last business day in each calendar month, or such other date as proposed by the Board of Directors and resolved on by the General Meeting.
Disbursement of any dividend relating to Class D common shares shall be made in four (4) equal instalments. Record dates for payment of dividends shall be the last business day in June, September, December and March with the first record date for payment of dividends relating to Class D common shares to be the last business day in March 2019.”
Proposed wording
”Disbursement of dividends relating to Class A and Class B common shares shall be made in a single instalment, in four (4) equal instalments or in twelve (12) equal instalments. For four instalments, the record dates for payment of dividends shall be the last business day in June, September, December and March. For twelve instalments, the record dates for payment of dividends shall be the last business day in each calendar month, or such other date as proposed by the Board of Directors and resolved on by the General Meeting.
Disbursement of any dividend relating to Class D common shares shall be made in four (4) equal instalments. Record dates for payment of dividends shall be the last business day in June, September, December and March with the first record date for payment of dividends relating to Class D common shares to be the last business day in March 2019.
Notwithstanding the above, the Board of Directors is entitled to determine the number of record dates and the dates on which these shall occur for all classes of common shares provided that the General Meeting has authorized the Board of Directors to do so.”
This resolution regarding an amendment to the company’s Articles of Association is valid if it has been supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the General Meeting.
Resolution regarding authorization for the Board of Directors to determine record dates (item 8)
The Board of Directors proposes that the Extraordinary General Meeting authorizes the Board of Directors to determine the number of record dates and the dates on which these shall occur in relation to the resolution on dividend resolved on by the company’s Annual General Meeting 2023. This proposed resolution shall apply in relation to such record dates for resolved dividends that take place after the Extraordinary General Meeting.
The background to the authorization for the Board of Directors to determine record dates is to enable postponement of the payment date for the dividend resolved on by the Annual General Meeting 2023 in order to strengthen the liquidity of the company and thereby the company’s financial position.
The resolution is conditional upon the Extraordinary General Meeting resolving to amend the Articles of Association in accordance with item 7 above.
If the Extraordinary General Meeting resolves in accordance with the above, it will affect the record dates that occur after the resolution of the Extraordinary General Meeting. The record date of 31 May 2023 for A and B shares, as resolved by the Annual General Meeting, is not affected by the resolution under this item and will thereby occur as planned.
Miscellaneous
Number of shares and votes
The total amount of shares in SBB is 1,648,007,803, divided into 209,977,491 ordinary Class A shares, 1,244,164,407 ordinary Class B shares and 193,865,905 ordinary Class D shares. Ordinary Class A shares carry one vote while ordinary Class B shares and ordinary Class D shares carry 1/10 vote. The total number of votes in SBB is 353,780,522.2. This information pertains to the circumstances as per the time of issue of this notice. SBB does not hold any own shares.
Documents and further information
The Annual Report 2022 including the auditor’s report are available on SBB’s website, https://corporate.sbbnorden.se/en/reports-and-presentations/. Other relevant documents will be available on the company’s website www.sbbnorden.se and at the address Samhällsbyggnadsbolaget i Norden AB, Strandvägen 1, SE‑114 51 Stockholm, Sweden no later than 24 May 2023. Copies of these documents can be sent to shareholders upon request and who provide their mail or email address.
The Board of Directors and the CEO shall, if requested by a shareholder and if the Board of Directors believes that it can be done without material harm to SBB, provide information regarding circumstances that may affect the assessment of a matter on the agenda.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
______________________
Stockholm, May 2023
Samhällsbyggnadsbolaget i Norden AB (publ)
The Board of Directors
For further information, please contact:
Helena Lindahl, Treasury director & IR, [email protected]
The information was submitted for publication, through the agency of the contact persons set out above, on 15 May 2023 08:00 CEST.
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) is the Nordic region’s leading property company in social infrastructure. The Company’s strategy is to long term own and manage social infrastructure properties in the Nordics and rent regulated residential properties in Sweden, and to actively work with property development. Through SBB’s commitment and engagement in community participation and social responsibility, municipalities and other stakeholders find the Company an attractive long-term partner. The Company’s series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. Further information about SBB is available at www.sbbnorden.se.