The shareholders of Samhällsbyggnadsbolaget i Norden AB (publ), 556981-7660, are hereby invited to attend the Annual General Meeting on Friday 27 April 2018, at 1.30 p.m. The Annual General Meeting will be held at Näringslivets Hus, “Styrelserummet”, Storgatan 19 in Stockholm.
Participation etc
Shareholders who wish to participate in the Annual General Meeting shall:
Be registered in the shareholders’ register maintained by Euroclear Sweden AB on Friday 20 April 2018,
Notify the company of their intention to attend the Annual General Meeting not later than on 23 April 2018
– By post to Samhällsbyggnadsbolaget i Norden AB, Att: Årsstämma 2018, Strandvägen 3, 1tr, 114 51 Stockholm,
– By email to [email protected]
Upon notification, shareholders should state their name, personal-/corporate identity number, address and telephone number.
Shareholders whose shares are registered in the name of a nominee must temporarily register their shares in their own name in the shareholders’ register maintained by Euroclear Sweden AB, to be entitled to participate in the Annual General Meeting. Such procedure, so called voting right registration, must be effected no later than on 20 April 2018, which means that the shareholder must inform the nominee well in advance before this date.
Shareholders participating through a proxy or a representative should, in order to facilitate the entering at the Annual General Meeting, submit their proxy, certificates of registration or other documents of authorisation to the company not later than on 23 April 2018. Please note that any proxy must be dated and submitted in original. A power of attorney is not valid if it is dated more than one year ago (unless otherwise specified in the power of attorney (but in any event no older than five years). A template proxy is available for downloading on the company’s website at www.sbbnorden.se.
Proposed agenda
- Opening of the Annual General Meeting
- Election of Chairman at the Annual General Meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of one or more persons to verify the minutes
- Determination as to whether the Annual General Meeting has been duly convened
- Speech by the Managing Director
- Presentation of the annual report and the audit report and the consolidated financial statements and the consolidated audit report for 2017
- Resolution regarding adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for 2017
- Resolution regarding disposition of the company’s profits in accordance with the approved balance sheet for 2017
- Resolution regarding discharge from personal liability of the Board of Directors and the CEO for the year 2017
- Resolution regarding the number of members of Board of Directors, accountants and board alternates
- Resolution regarding remuneration to the Board of Directors and the accountants
- Election of Board of Directors, Chairman and accountants
- Resolution regarding principles for appointing members of the Nomination Committee and instructions to the Nomination Committee
- The Board of Directors’ proposal to authorise the Board of Directors to issue new shares
- The Board of Directors’ proposal to authorise the Board of Directors to synthetically repurchase the company’s own shares
- Closing of the Annual General Meeting
Proposals
Disposition of the company’s profits (item 10)
The Board of Directors proposes the Annual General Meeting to resolve on a dividend of SEK 35 per preference share (Preference Dividend) and SEK 0,10 per ordinary share. The dates for payment of the Preference Dividend shall be 10 July 2018 (record date 5 July 2018), 10 October 2018 (record date 5 October 2018), 10 January 2019 (record date 7 January 2019) and 10 April 2019 (record date 5 April 2019), with a quarter of the Preference Dividend (ie SEK 8,75) per payment date. The proposed date for payment of dividends to the ordinary shareholders is 2 May 2018. If the Annual General Meeting votes in favour, the payment of dividends of ordinary shares are estimated to be paid through Euroclear Sweden AB on 7 May 2018.
Election of Chairman, Board of Directors, Accountants etc (items 2, 12-14)
The Nomination Committee proposes that Lennart Schuss is elected Chairman of the Annual General Meeting.
The Nomination Committee proposes that the Board of Directors shall consist of seven members without board alternates.
The Nomination Committee proposes the re-election of Lennart Schuss, Ilija Batljan, Sven-Olof Johansson, Hans Runesten, Anne-Grete Strøm-Erichsen and Eva Swartz Grimaldi and Fredrik Svensson as a new member.
The Nomination Committee proposes the re-election of Lennart Schuss as Chairman of the Board of Directors.
The Nomination Committee proposes the re-election of Ernst & Young as auditors for the company for the period until the close of the next Annual General Meeting 2019. Ernst & Young has informed that they will appoint the chartered auditor Ingemar Rindstig to the auditor-in-charge if Ernst & Young is elected as auditor.
The Nomination Committee proposes that SEK 2,250,000 shall be paid to the Board of Directors, whereof the Chairman shall be paid SEK 450,000 and the other members of the Board of Directors shall be paid SEK 300,000 each. For members of the Nomination Committee the renumeration shall be SEK 120,000 in total (to be divided equally between the members). For the Audit Committee, which consists of the Board of Directors, no additional renumeration shall be paid. Renumeration to the auditors during the term of office shall be paid by approved accounts.
Proposals for principles for appointing the Nomination Committee and instructions to the Nomination Committee (item 15)
The Board of Directors proposes that the Annual General Meeting adopts principles for appointing members of the Nomination Committee and instructions to the Nomination Committee.
The Nomination Committee shall consist of representatives of up to three of the larger shareholders and the Chairman of the Board of Directors.
The Chairman of the Board is instructed to contact the three largest registered shareholders (by voting right) by 30 September 2018 and request each of them to appoint a representative to the Nomination Committee. If any of these shareholders do not wish to appoint a representative, further shareholders will be contacted (by voting right) and they will be requested to appoint a representative to the Nomination Committee. The Chairman of the Nomination Committee shall, unless the members have agreed differently, represent the largest shareholder (by voting right). The Chairman has the casting vote. The members of the Nomination Committee shall be published in the company’s interim report January – September.
The Nomination Committee’s term of office ends when a new Nomination Committee has been appointed. If the shareholder structure changes in a material way after the Nomination Committee has been appointed, the representatives shall be replaced in accordance with the above. The Nomination Committee shall propose and nominate to the Annual General Meeting the Chairman and the other members of the Board of Directors, remuneration to be divided between the Chairman of the Board Directors and the other members as well as principles for remuneration for committee work, proposal of auditor and remuneration thereof (and auditor alternate if applicable) and instructions for appointing a new Nomination Committee. The Nomination Committee may charge the company for hiring headhunters and other ancillary costs that are deemed appropriate in order for the Nomination Committee to be able to fulfill its duties.
Proposal to authorise the Board of Directors to issue new shares (item 16)
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, up to the next Annual General Meeting 2019, to issue new shares once or several times, with or without pre-emptive rights for existing shareholders, authorise the issue of new shares of all different classes of shares in the company, as well as warrants and/or convertibles with a right to subscribe for/ convert to all classes shares mentioned in the Articles of Association. Such issue right shall be paid in cash and / or through a cash issue and / or through off setting and / or via other terms and conditions. The total number of ordinary shares and / or preference shares and / or warrants and / or convertibles that can be issued via the authorisation shall not be limited other than by the current Articles of Association’s specification on share capital and number of shares.
The purpose of the authorisation and the reason for disapplying each shareholder’s pre-emptive rights is to allow for the increase in capital for expansion, acquisitions and for the company’s operations.
The issue price shall be determined in accordance with current market conditions.
The Board of Directors or the appointed representative of the Board of Directors shall have the right to effect minor adjustments of the above authorisations that are deemed necessary in conjunction with registering the decision.
Proposal to authorise the Board of Directors to synthetically repurchase the company’s own shares (item 17)
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors up to the next Annual General Meeting 2019, to synthetically repurchase the company’s own shares once or several times, in total not above 10 per cent of the company’s outstanding shares. The repurchases apply to series B. The repurchase price may not exceed SEK 9,65 per share. The company shall effect the synthetic repurchases by allowing one or several banks to enter into agreements to purchase the shares. The banks shall be offered the right to redeem the shares that have been repurchased. The decision to redeem shares shall be taken at the next Annual General Meeting.
The authorisation to synthetically repurchase shares is conditional upon the approval of the Swedish Securities’ Council.
Number of shares and votes
The total number of shares in the company is 738 282 236 of which 217 596 975 are ordinary A shares, 520 352 056 are ordinary B shares and 333 205 are preference shares. Ordinary A shares have one vote per share and ordinary B shares and preference shares have one tenth of a vote per share. The total number of votes in the company are 269 665 501,1. The above is correct as at the date of this notice.
Right to request information
At the Annual General Meeting shareholders have the right, if the Board of Directors believes it can be done without material harm to the company, to request information regarding circumstances that may affect the assessment of an item on the agenda as well as circumstances that can affect the assessment of the company’s or its’ subsidiaries’ financial situation (Sw: Aktiebolagslagen 7 kap, 32 paragrafen).
Documentation and other information
The accounting documents and the audit report and other relevant documentation will be made available on the company’s website www.sbbnorden.se no later than 6 April 2018. The documentation is also available at the company’s registered head office Samhällsbyggnadsbolaget i Norden AB, Strandvägen 3, 1tr, 114 51 Stockholm. Copies of the documentation will also be sent free of charge if requested and if an address is provided.
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Stockholm March 2018
Samhällsbyggnadsbolaget i Norden AB (publ)
The Board of Directors
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, +46 70 518 39 67, [email protected]
This information is information that Samhällsbyggnadsbolaget i Norden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was originally submitted for publication in Swedish, through the agency of the contact person set out above on March 27, 2018, at 21.55 CET.