The shareholders of Hemfosa Fastigheter AB (publ) (“Hemfosa”) are hereby invited to the Annual General Meeting on Wednesday 18 April 2018 at 2.00 p.m. CET at Hilton Stockholm Slussen, Guldgränd 8, in Stockholm, Sweden. Entry to the Annual General Meeting will commence at 1.00 p.m. CET.
NOTIFICATION ETC.
Shareholders who wish to attend the Annual General Meeting
shall be entered in the share register maintained by Euroclear Sweden AB on Thursday 12 April 2018,
shall give notice of their attendance to Hemfosa no later than on Thursday 12 April 2018. Notification shall be submitted in writing to Hemfosa Fastigheter AB (publ), c/o Euroclear Sweden AB, “Annual General Meeting 2018”, Box 191, 101 23 Stockholm, Sweden, or by telephone to +46 (0)8-402 92 96. Notification can also be made via Hemfosa’s website, www.hemfosa.se. The notification shall state the name, personal identification number or company registration number, address, telephone number 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 Annual General Meeting. Such re-registration must be effected with Euroclear Sweden AB on Thursday 12 April 2018, 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 Annual 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 Annual 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
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the group
- Report by the Chairman of the Board on the work of the Board
- Presentation by the CEO
- Resolutions regarding
a) adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
b) disposition of the company’s earnings in accordance with the adopted balance sheet, and
c) whether the Board members and the CEO should be discharged from liability
- Determination of remuneration to be paid to the Board members and the auditor
- Election of Board members and auditor
- Resolution regarding authorisation for the Board of Directors to resolve upon new issue of ordinary shares
- Resolution regarding authorisation for the Board of Directors to resolve upon acquisition and transfer of ordinary shares in the company
- Resolution regarding guidelines for remuneration to senior executives
- Closing of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of Chairman of the meeting
The nomination committee proposes that Wilhelm Lüning, member of the Swedish Bar Association, is elected Chairman of the Annual General Meeting.
Item 10 b – Resolution regarding disposition of the company’s earnings in accordance with the adopted balance sheet
The Board of Directors proposes that the meeting resolves that, until the next Annual General Meeting, a dividend to the shareholders of ordinary shares shall be paid in a total amount of SEK 4.80 per ordinary share, with quarterly payments of SEK 1.20 per ordinary share. Proposed record days for the quarterly dividends on the ordinary shares are 20 April 2018, 10 July 2018, 10 October 2018 and 10 January 2019. In the event that such day is not a banking day, the record day shall be the immediate preceding banking day. The dividend payments on the ordinary shares are estimated to be distributed by Euroclear Sweden AB on the third banking day after each record day.
The Board of Directors further proposes that the meeting resolves that, until the next Annual General Meeting, a dividend to the shareholders of preference shares shall be paid in a total amount of SEK 10.00 per preference share, with quarterly payments of SEK 2.50 per preference share. Proposed record days for the quarterly dividends for the preference shares are 10 July 2018, 10 October 2018, 10 January 2019 and 10 April 2019. In the event that such day is not a banking day, the record day shall be the immediate preceding banking day. The dividend payments on the preference shares are estimated to be distributed by Euroclear Sweden AB on the third banking day after each record day.
In aggregate, the proposed dividend as set out above amounts to SEK 867,095,585.
The Board of Directors has furthermore proposed that the Annual General Meeting authorises the Board of Directors to resolve upon new issue of ordinary shares (item 13 on the agenda). The Board of Directors proposes that the new ordinary shares that may be issued pursuant to the authorisation shall entitle to dividend as set out above as of the day on which they are entered in the share register maintained by Euroclear Sweden AB. At a maximum use of the authorisation, the dividend for the new ordinary shares may amount to SEK 75,709,560.
The Board of Directors proposes that the remaining profits are carried forward.
Item 11 – Determination of remuneration to be paid to the Board members and the auditor
The nomination committee proposes that an annual remuneration of SEK 475,000 (previously SEK 450,000) shall be paid to the Chairman of the Board of Directors and that SEK 210,000 (previously SEK 200,000) shall be paid to each of the other Board members elected by the Annual General Meeting who are not employed by the company. The nomination committee has further proposed that for work in the audit committee, an annual remuneration of SEK 60,000 (unchanged) shall be paid to the Chairman of the audit committee and SEK 35,000 (unchanged) to each of the other members of the audit committee. No remuneration will be paid for work in the remuneration committee.
The nomination committee proposes that remuneration to the company’s auditor shall be paid in accordance with approved invoices.
Item 12 – Election of Board members and auditor
The nomination committee proposes that the Board of Directors shall consist of seven ordinary members and that Bengt Kjell, Jens Engwall, Gunilla Högbom, Anneli Lindblom, Per-Ingemar Persson, Caroline Sundewall and Ulrika Valassi shall be re-elected as Board members for the period until the end of the next Annual General Meeting, and that no deputy directors shall be elected.
The nomination committee further proposes that Bengt Kjell is re-elected as Chairman of the Board.
A report on the nomination committee’s proposals and further information regarding the proposed Board members is available on the company’s website, www.hemfosa.se.
The nomination committee further proposes, in accordance with the audit committee’s recommendation, that the registered accounting firm KPMG AB is re-elected as auditor until the end of the next Annual General Meeting. KPMG AB will appoint Björn Flink to be auditor in charge.
Item 13 – Resolution regarding authorisation for the Board of Directors to resolve upon new issue of ordinary shares
The Board of Directors and management see continued good potential to carry out acquisitions of real property in order to increase company growth and improve the result and the cash flow, and thereby attend to the interests of the shareholders.
The Board of Directors therefore proposes that the Annual General Meeting resolves to authorise the Board of Directors to, on one or more occasions for the period until the end of the next Annual General Meeting, with or without deviation from the shareholders’ pre-emption right, resolve upon a new issue of ordinary shares to the extent that such new issue can be made without amending the articles of association. The total number of ordinary shares that may be issued pursuant to the authorisation may not exceed ten per cent of the total number of ordinary shares in Hemfosa, at the time of exercising the authorisation. Such new ordinary shares shall be issued at a subscription price corresponding to market terms and payment can be made, except for payment in cash, by assets contributed in kind or by set-off.
The purpose of the authorisation, and the reason for any deviation from the shareholders’ pre-emption right, is that the Board of Directors shall be able to resolve on issues of shares in order to finance acquisitions of real property or real property companies, or part of real property or real property companies, or in order to finance investments in new or existing real property.
The Board of Directors proposes that the CEO, or any person appointed by the CEO, shall be authorised to make minor adjustments of the resolution mentioned above, as may be required in connection with the registration of the decision with the Swedish Companies Registration Office.
Item 14 – Resolution regarding authorisation for the Board of Directors to resolve upon acquisition and transfer of ordinary shares in the company
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, on one or more occasions for the period until the end of the next Annual General Meeting, acquire ordinary shares in the company so that, as a maximum, the company’s holding following the acquisition does not exceed 10 per cent of all the shares in Hemfosa at any time. Acquisitions may only be conducted at Nasdaq Stockholm and at a price that is within the registered range for the share price prevailing at any time, that is, the range between the highest bid price and the lowest ask price. In the event that acquisitions are effected by a stock broker assigned by the company, the price for the ordinary shares may, however, correspond to the volume weighted average price during the time period within which the ordinary shares were acquired, even if the volume weighted average price on the day of delivery to Hemfosa falls outside the price range. Payment for the ordinary shares shall be made in cash.
The Board of Directors further proposes that the Annual General Meeting resolves to authorise the Board of Directors to, on one or more occasions for the period until the end of the next Annual General Meeting, resolve upon transfer of the company’s ordinary shares. The number of ordinary shares to be transferred may not exceed the total number of shares held by the company at any time. Transfers may be conducted on or outside Nasdaq Stockholm, including a right to resolve upon deviations from the shareholders’ pre-emption right. Transfer of ordinary shares on Nasdaq Stockholm shall be conducted at a price within the from time to time registered price range. Transfers of ordinary shares outside Nasdaq Stockholm shall be conducted at a price in cash or value in property that corresponds to the, at the time of the transfer, current market share price of the ordinary shares in Hemfosa that are transferred, with such deviation that the Board of Directors considers appropriate in each case.
The purpose of the authorisations is to provide the Board of Directors with greater flexibility to adapt the company’s capital structure to the capital needs from time to time as well as to enable the financing of acquisitions of real property or real property companies, or part of real property or real property companies in a cost efficient way through payment with the company’s ordinary shares.
Item 15 – Resolution regarding guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual General Meeting resolves on the following guidelines for remuneration to the company’s senior executives.
Hemfosa shall apply the remuneration levels and employment terms necessary in order to attract and retain a highly competent management with capacity to achieve set goals. The forms of remuneration shall motivate senior executives to do their utmost to secure the shareholders’ interests.
Accordingly, the remuneration structure shall be in line with market terms and be competitive. It shall also be simple, long-term and measurable. The remuneration to senior executives may comprise of a fixed and a variable part. The fixed salary for senior executives shall be adapted to market conditions and based on competence, responsibility and performance. A variable part shall reward results clearly linked to targets and improvements in simple and transparent structures and shall be maximised. Any outcome must relate to the fulfilment of pre-determined goals with respect to results, cash flow, growth, value and individually measurable goals. Variable remuneration to each senior executive may not exceed four months’ salary and shall not entitle to pension benefits. The variable salary for all senior executives in the group, taken as a whole, may not exceed SEK four million.
Senior executives’ non-monetary benefits shall facilitate the work of senior executives and correspond to what may be deemed reasonable in relation to standard practices on the market in which each senior executive is active.
Senior executives may be offered incentive schemes which shall primarily be share based or related to the share price. Any incentive scheme must ensure long-term commitment to the company’s development and be implemented on market terms. Share based incentive schemes and incentive schemes related to the share price shall be resolved by the general meeting of shareholders. The company shall be able to pay remuneration in cash linked to senior executives’ acquisitions of shares or share-related instruments. Such remuneration in cash shall not generally exceed 15 per cent of the fixed salary.
The terms for pension benefits for senior executives will be based on defined contribution pension plans and comply with or correspond to general pension plans, the ITP1 plan in Sweden. Salary during the notice period upon termination and severance pay for a senior executive is not to exceed a total of 18 months’ salary, if the company terminates the employment and six months’ salary if a senior executive resigns. In this context, senior executives are defined as the CEO, CFO and other members of the group executive management.
The Board of Directors shall be entitled to deviate from the guidelines for remuneration to senior executives set out above if there are special reasons in an individual case. In such a case, the Board of Directors shall give an account for the reason for deviation from the guidelines for remuneration to senior executives at the next Annual General Meeting.
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MISCELLANEOUS
Shares and votes
As of the date of this notice, there is a total number of 168,728,248 shares in Hemfosa of which 157,728,249 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 158,828,248.9 votes in the company. The company does not hold any own shares.
Majority requirements
The resolutions under items 13 and 14 are valid only if supported by shareholders holding not less than two-thirds of the votes casted and the shares represented at the Annual General Meeting.
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, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group and the consolidated accounts.
Documentation
The annual report, audit report and the auditor’s report regarding whether the previously adopted guidelines for remuneration to senior executives have been complied with, the complete proposals for resolutions such as the reasoned statement of the Board of Directors pursuant to Chapter 18 Section 4 and Chapter 19 Section 22 of the Swedish Companies Act (2005:551) (items 10 b and 14) will be available at the company’s premises at the address Hästholmsvägen 28 in Nacka, Sweden, and at the company’s website, www.hemfosa.se, no later than on Wednesday 28 March 2018 and will be sent to those shareholders who so request and state their address. All of the above mentioned documents will be presented at the Annual General Meeting.
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Nacka, March 2018
Hemfosa Fastigheter AB (publ)
Board of Directors
Other information
Schedule for the Annual General Meeting:
1.00 p.m. CET – The doors open for shareholders.
2.00 p.m. CET – The Annual General Meeting commences.