(Información remitida por la empresa firmante)
18. Resolution to grant the Board of Directors the authority to resolve on an issue of new shares, either applying or disapplying shareholders’ preferential rights. 19. Resolution to grant the Board of Directors the authority to resolve on an issue of new shares, applying the shareholders’ preferential rights.
20. Resolution to grant the Board of Directors the authority to resolve on acquisitions and transfers of the Company’s own shares.
21. Resolution to reduce the share capital by way of cancellation of own shares.
22. Closing of the Annual General Meeting.
Resolutions proposed by the Board of Directors
Item 8 – Resolution regarding the allocation of the Company’s profit in accordance with the adopted balance sheet.
The Board of Directors proposes that no dividend is distributed and that the retained profit shall be carried forward to the new accounts.
Item 10 – Resolution to amend the Articles of Association.
For the purpose of adjusting the limits for the share capital and the number of shares in the Articles of Association in light of the Board of Directors’ proposal to authorise the Board of Directors to resolve upon a rights issue as set out in item 19 of the notice convening the Annual General Meeting, the Board of Directors proposes to amend § 4 and § 5 in the Articles of Association in accordance with the below. Further, the Board of Directors proposes that § 11 of the Articles of Association is amended so that a General Meeting, in addition to being able to be held in Gothenburg, may also be held in Stockholm.
Item 17 – Resolution on the approval of the remuneration report.
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ remuneration report.
Item 18 – Resolution to grant the Board of Directors the authority to resolve on an issue of new shares, either applying or disapplying shareholders’ preferential rights.
The Board of Directors’ proposal implies that the Board of Directors shall be authorised to, during the period until the next Annual General Meeting, resolve on new share issues, on one or several occasions, with or without deviation from the shareholders’ preferential rights and that shares corresponding to maximum ten per cent (10%) of the Company’s share capital as of the date for the first exercise of the authorisation may be issued. Further, the proposal implies that an issue may be made against cash payment, by set-off or by contribution in kind. In case of deviation from the shareholders’ preferential rights, shares shall be issued on market terms. The purpose of the Board of Directors’ proposal is to (i) enable the Company to completely or partially finance any future real property investments and/or acquisitions of real property companies/businesses by issuing new shares as payment in connection with agreements on acquisition of real property, alternatively to raise capital for such investments and/or acquisitions; and/or (ii) enable the Company to strengthen its financial position and/or create a larger liquidity buffer for financing commitments.
Item 19 – Resolution to grant the Board of Directors the authority to resolve on an issue of new shares, applying the shareholders’ preferential rights.
The Board of Directors’ proposal implies that the Board of Directors shall be authorised to, during the period until the next Annual General Meeting, resolve on new share issues, on one or several occasions, with preferential rights for the shareholders, for the purpose of strengthening the Company’s financial position. The total number of shares that may be issued by virtue of the authorisation shall amount to the number of shares that corresponds to issue proceeds of approximately SEK 10 billion. Other terms and conditions for the new share issue shall be determined by the Board of Directors.
Item 20 – Resolution to grant the Board of Directors the authority to resolve on acquisitions and transfers of the Company’s own shares.
The Board of Directors’ proposal implies that the Board of Directors shall be authorised to, during the period until the next Annual General Meeting, resolve on acquisition on one or several occasions, of the Company’s own shares provided that the Company after each acquisition will not hold more than ten per cent (10%) of all the shares in the Company, and to transfer all of the Company’s own shares with deviation from the shareholders’ preferential rights. The objective of the Board of Directors’ proposal is to allow the Company to adapt its capital structure to its capital needs from time to time and thereby contribute to an increased shareholder value, and/or to transfer own shares as payment in order to completely or partially finance any future real property investments and/or acquisitions of real property companies/businesses or by using own shares as payment in connection with agreements on acquisition of real property, alternatively to raise capital for such investments and/or acquisitions. This objective does not allow the Company to trade with its own shares for the short-term purpose of making a profit.
Item 21 – Resolution to reduce the share capital by way of cancellation of own shares.
The Board of Directors proposes that the Annual General Meeting resolves to reduce the Company’s share capital by an amount of SEK 8,665,500 by way of cancellation of the 17,331,000 own shares held by the Company as of the date of this notice. The reduction amount shall be allocated to unrestricted equity.
The resolution to reduce the share capital by way of cancellation of own shares is conditional upon the Board of Directors utilising the authorisation proposed to be resolved by the Annual General Meeting in accordance with item 19 of the notice convening the Annual General Meeting.
The resolution to reduce the share capital may be carried out without obtaining an authorisation from the Swedish Companies Registration Office, since the resolution will not be executed unless the Company simultaneously carries out a rights issue by means of the Board of Directors’ exercise of the authorisation proposed to be resolved upon by the Annual General Meeting as set out in item 19 of the notice convening the Annual General Meeting. This entails that the share capital, after the rights issue, will increase by an amount exceeding the amount that the share capital is being reduced with as set out above. Combined, these measures entail that neither the Company’s restricted equity nor its share capital is reduced as a result of the cancellation of own shares.
Resolutions proposed by the Nomination Committee
The Nomination Committee, consisting of Helen Fasth Gillstedt (Chair of the Nomination Committee) appointed by Handelsbanken Fonder, Ralf Spann appointed by Akelius Residential Property AB (publ), Patrik Tillman appointed by M2 Asset Management AB and M2 Capital Management AB, Johannes Wingborg appointed by Länsförsäkringar Fondförvaltning AB (publ), and Per Berggren, Chair of the Board of Directors, has made the following proposals:
Item 1 – Election of the Chair of the meeting.
The Nomination Committee proposes the attorney Wilhelm Lüning to preside as Chair of the Annual General Meeting.
Item 12 – Determination of the number of members of the Board of Directors and auditors and deputy auditors.
The Board of Directors is proposed to consist of seven Board members and the number of auditors is proposed to be one with no deputy auditor.
Item 13 – Determination of the remuneration to be paid to the members of the Board of Directors and the auditor.
Remuneration to the members of the Board of Directors is proposed to be the following (2022 remuneration within brackets).
The Chair of the Board of Directors: SEK 1,110,000(SEK 1,075,000).
Each of the other members of the Board of Directors: SEK 450,000(SEK 440,000).
Chair of the People Committee: SEK 100,000(SEK 100,000).
(CONTINUA)