The shareholders of Hemfosa Fastigheter AB (“Hemfosa”) are hereby invited to the Extraordinary General Meeting on Wednesday 19 February 2020 at 10:30 a.m. CET at Advokatfirman Cederquist’s premises, Hovslagargatan 3, in Stockholm, Sweden. Entry to the Extraordinary General Meeting will commence at 10:00 a.m. CET.
The Extraordinary General Meeting is convened at the request of the shareholder Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB“), representing approximately 91.2 percent of the total outstanding shares and approximately 91.6 percent of the votes in Hemfosa as per the date of this notice. SBB has requested the Extraordinary General Meeting to resolve upon number of Board members, election of Board members, election of Chairman of the Board of Directors, remuneration for the new Board of Directors and remuneration for the resigning Board of Directors.
NOTIFICATION ETC.
Shareholders who wish to attend the Extraordinary General Meeting
shall be entered in the share register maintained by Euroclear Sweden AB on Thursday 13 February 2020,
shall give notice of their attendance to Hemfosa no later than on Thursday 13 February 2020. Notification shall be submitted in writing to Hemfosa Fastigheter AB, “Extraordinary General Meeting 2020”, P.O. Box 3283, 103 65 Stockholm, Sweden, or by e-mail to [email protected]. The notification shall state the name, personal identification number or company registration number, address, telephone number, number of shares and accompanying advisors, if any (not more than two).
Shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name in order to be entitled to attend and vote at the Extraordinary General Meeting. Such re-registration must be effected with Euroclear Sweden AB on Thursday 13 February 2020, which means that the shareholder must inform its nominee well before this date.
Shareholders attending by proxy or a representative should send powers of attorney in original, certificates of incorporation and any other documents of authorisation to the company at the address above well before the Extraordinary General Meeting. A template proxy form is available on the company’s website, www.hemfosa.se. Shareholders cannot vote or in other ways attend the Extraordinary General Meeting by remote access.
PROPOSED AGENDA
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting register
- Election of one or two persons to check and verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Determination of the number of Board members
- Election of Board members
- Election of Chairman of the Board of Directors
- Resolution on remuneration for the new Board of Directors
- Resolution on remuneration for the resigning Board of Directors
- Closing of the meeting
PROPOSED RESOLUTION
Item 2 – Election of Chairman of the meeting
It is proposed that the Chairman of the Board of Directors Bengt Kjell is elected Chairman of the meeting.
Item 7 – Determination of the number of Board members
SBB proposes that the Board of Directors shall comprise four ordinary members until the end of the next Annual General Meeting.
Item 8 – Election of Board members
SBB proposes that the Board of Directors until the end of the next Annual General Meeting shall comprise the members Ilija Batljan, Oscar Lekander, Eva-Lotta Stridh and Lars Thagesson. All current Board members in Hemfosa are dismissed in connection with the Extraordinary General Meeting provided that the meeting elects in accordance with SBB’s proposal.
Item 9 – Election of Chairman of the Board of Directors
SBB proposes that Ilija Batljan is elected as new Chairman of the Board of Directors until the end of the next Annual General Meeting.
Item 10 – Resolution on remuneration for the new Board of Directors
SBB proposes that no remuneration shall be paid to the Board of Directors until the end of the next Annual General Meeting.
Item 11 – Resolution on remuneration for the resigning Board of Directors
SBB proposes that the Board of Directors resigning at the meeting shall receive full remuneration for the mandate period in accordance with the resolution made at the Annual General Meeting 2019.
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MISCELLANEOUS
Shares and votes
As of the date of this notice, there is a total number of 180,488,248 shares in Hemfosa of which 169,488,249 are ordinary shares, carrying one vote per share and 10,999,999 are preference shares, carrying one-tenth of a vote per share, corresponding to a total number of 170,588,248.9 votes in the company. The company does not hold any own shares.
Shareholders’ right to request information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
Documentation
The notice and proxy form are available for shareholders at Hemfosa’s premises at the address Olof Palmes Gata 13 A in Stockholm, Sweden, and at Hemfosa’s website, www.hemfosa.se, and will be sent to those shareholders who so request and state their address. The notice will be presented at the Extraordinary General Meeting.
Process of personal data
For information regarding the processing of your personal data, please see the privacy notice available at Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm, January 2020
Hemfosa Fastigheter AB
Board of Directors
Other information
Schedule for the Extraordinary General Meeting:
10:00 a.m. CET – The doors open for shareholders.
10:30 a.m. CET – The Extraordinary General Meeting commences.
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For further information, please contact:
Bengt Kjell, Chairman of the bord, mobile +46 70-594 53 98