The shareholders of Hemfosa Fastigheter AB (publ) (“Hemfosa”) are hereby invited to the Annual General Meeting on Wednesday 24 June 2020 at 10.00 a.m. CET at SBB’s office, Strandvägen 1, Stockholm, Sweden.
Shareholders who wish to attend the Annual General Meeting
shall be entered in the share register maintained by Euroclear Sweden AB on Wednesday 17 June 2020,
shall give notice of their attendance to Hemfosa no later than on Wednesday 17 June 2020. Notification shall be submitted in writing to Hemfosa Fastigheter AB (publ), “Annual General Meeting 2020”, c/o Samhällsbyggnadsbolaget i Norden AB, Strandvägen 1, 114 51 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 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 Wednesday 17 June 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 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.
INFORMATION DUE TO THE CORONA VIRUS
As a precautionary measure to reduce the risks of spreading the corona virus, Hemfosa’s board of directors has decided to limit planned speeches to a minimum and that no food or beverages will be served in connection with the meeting. The participation of board members, Company management and non-shareholders will be limited. For shareholders who are worried about spread of infection due to the corona virus, we want to emphasize the option of not being present in person at the Annual General Meeting but instead attending via a proxy. The Company recommends the same option for shareholders who are ill, have recently been in a risk area or belong to a risk group.
- 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
adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
disposition of the company’s earnings in accordance with the adopted balance sheet, and
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
The Board’s proposal for a decision to amend the Articles of Association
Closing of the meeting
Item 2 – Election of Chairman of the meeting
The company’s main shareholder, representing 98.28 percent of the company’s shares and 98.83 percent of the company’s votes, Samhällsbyggnadsbolaget i Norden AB (“SBB”) proposes that Rikard Lindahl, member of the Swedish Bar Association, is elected Chairman of the Annual General Meeting.
Item 8 b – Resolution regarding disposition of the company’s earnings in accordance with the adopted balance sheet
The Board of Directors proposes no dividend to the shareholders and that the unappropriated funds available to the Annual General Meeting be carried forward.
Item 9 – Determination of remuneration to be paid to the Board members and the auditor
SBB proposes that no remuneration be paid to the members of the Board.
SBB proposes that fees for the company’s auditor should be paid in accordance with approved invoices.
Item 10 – Election of Board members and auditor
SBB proposes that the Board of Directors shall consist of four ordinary members. As Board members for the period until the end of the next Annual General Meeting, it is proposed that Ilija Batljan, Lars Thagesson, Oscar Lekander and Eva-Lotta Stridh shall be re-elected.
SBB further proposes that Ilija Batljan is re-elected as Chairman of the Board of Directors. Information regarding the proposed Board members is available on the company’s website, www.hemfosa.se.
SBB further proposes that the registered accounting firm Ernst & Young AB is elected as auditor until the end of the next Annual General Meeting.
Item 11 – The Board’s proposal for a decision to amend the Articles of Association
According to a proposed amendment to the Swedish Companies Act, the record date for a general meeting must fall six banking days before the meeting (the amendment is proposed to enter into force on 3 September 2020). The Board of Directors therefore proposes to amend the corresponding provision in the Articles of Association. Furthermore, it is proposed that the company’s registered office be changed to Stockholm as well as some minor adjustments due to previously implemented legislative changes. The following provisions are proposed to be adjusted (for current wording refer to the registered articles of association available on the company’s website).
Note: The Swedish word for “business name is changed from “firma” to “företagsnamn” and it is suggested that the Swedish wording in the clause is changed accordingly. However, this does not entail any change in the English translation.
New wording of the provision – The company’s registered office shall be in the municipality of Stockholm, Stockholm county, Sweden.
New wording of the second paragraph – Shareholders who wish to attend the general meeting shall register with the company no later than the day specified in the meeting notice. This day may not be a Sunday, other general public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not fall earlier than the fifth working day before the meeting.
The first paragraph is removed.
New wording of the first paragraph – The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479)
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, 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.
The annual report and audit report will be available at the company’s premises at the address c/o Samhällsbyggnadsbolaget i Norden AB, Strandvägen 1, 114 51 Stockholm, Sweden, and at the company’s website, www.hemfosa.se, no later than on Wednesday 3 June 2020 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.
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.
Nacka, May 2020
Hemfosa Fastigheter AB (publ)
Board of Directors