notice of annual general meeting 2020
The shareholders of Akelius Residential Property AB (publ) are summoned to the annual general meeting,
2020-04-03 at 10:00,
Scandic Anglais Hotel, Humlegårdsgatan 23, Stockholm.
right to participate and registration
Shareholders who wish to participate in the meeting must be included in the share register kept by Euroclear Sweden AB no later than 2020‑03‑27,
and notify their attendance at the meeting and any number of assistants, no more than two, to the Company no later than 2020‑03‑31.
A notification of participation must be made in writing to Akelius Residential Property AB (publ), Box 104, 182 12 Danderyd or by e-mail to agm@akelius.se.
Please provide name,
personal identity or corporate registration number,
address,
telephone number,
shareholding and
any assistants at the time of notification.
representatives
Shareholders to be represented by representatives must issue a written and dated power of attorney.
The person who represents a legal person shall display a copy of the registration certificate or equivalent document of authority which expresses the authorized signatories.
The power of attorney must not be older than one year unless the term of validity, no more than five years,
is stated in the power of attorney.
A power of attorney in original form, registration certificate and corresponding authorization documents must be sent to the Company at the above address in good time before the annual general meeting.
A power of attorney form is available on the Company's website www.akelius.com/shareholder-information/general-meeting.
processing of personal data
Shareholder personal data collected from the share register,
notification of participation at the annual general meeting and data on representatives and assistants will be used for registration,
drawing up of voting register and,
where applicable, minutes of the general meeting.
The personal data is processed in accordance with the General Data Protection Regulation (GDPR).
For additional information on Akelius’ processing of personal data and your rights,
see the Company’s information on processing of shareholder personal data on the Company's website www.akelius.com/shareholder-information/general-meeting.
trustee-registered shares
A person who has registered the shares with a trustee must, in order to be entitled to attend the meeting,
instruct the trustee to register the shares for voting in his or her own name.
Shareholders who wish for such re-registration must request it from their trustee in good time before 2020‑03‑27.
proposed agenda
- opening of the annual general meeting
- election of the chairman of the meeting
- preparation and approval of the voting register
- election of one or two persons to verify the minutes
- determination of whether the meeting has been duly convened
- approval of the agenda
- presentation of the annual report and auditor's report for the financial year 2019, the consolidated accounts and group audit report for the financial year 2019 as well as the sustainability report for the financial year 2019
- resolutions on:
- adoption of profit and loss account and balance sheet and consolidated profit and loss account and consolidated balance sheet,
- allocation regarding the Company’s profit in accordance with the adopted balance sheet, and
- discharge from liability for the board members and the managing director
- determination of board and auditor's remuneration
- determination of number of board members and auditors.
Election of board members and election of auditors or registered auditing companies - resolution on change to the articles of association regarding removal of the share class preference shares
- resolution on authorization for the board to resolve upon the issue of class D ordinary shares
- closing of the annual general meeting
resolution proposals
item 2 - election of the chairman of the meeting
The board proposes that the annual general meeting shall appoint attorney at law Anders Janson to be the chairman of the meeting.
item 8b – allocation and distribution of profits
The board proposes that a dividend of maximum EUR 0.10 per class D ordinary share shall be distributed.
In total, the distribution of profits on class D ordinary shares shall be paid in the amount corresponding to a maximum of EUR 22,000,000.
The dividend shall be divided into four payments of EUR 0.025 per class D ordinary share at the respective dividend payment date.
The record dates are proposed to be on 2020‑05‑05,
2020‑08‑05,
2020‑11‑05 and
2021‑02‑05.
The dividend is expected to be paid through Euroclear Sweden AB on 2020‑05‑08,
2020-08-10,
2020-11-10 and
2021‑02‑10 respectively.
The board proposes that a dividend of EUR 0.06 per class A ordinary share shall be distributed.
In total, the distribution of dividends on class A ordinary shares will be paid in the amount of EUR 191,508,548.
The board proposes that the annual general meeting authorizes the board to determine the reconciliation date and payment date for the distribution of dividend on the class A ordinary shares.
The board proposes that the remaining recorded profit be balanced on a new account.
The board also proposes that the general meeting resolves that all class D ordinary shares which could be issued according to the annual general meeting’s authorization under item 12 below,
not more than 110,000,000 class D ordinary shares, will give rights to dividend on the record date occurring after registration of the share issue with the Swedish Companies Registration Office and registration of the class D ordinary shares in the share register kept by Euroclear Sweden AB.
item 9 - determination of board and auditor’s remuneration
It is proposed that remuneration shall be paid to the chairman of the board in the amount of SEK 500,000, in 2019: SEK 500,000, and
to other board members with SEK 300,000 each, in 2019: SEK 300,000.
No remuneration will be paid to board members who are employees in the group.
Furthermore, it is proposed that the auditors' remuneration shall be paid in accordance with approved invoices.
item 10 - determination of number of board members and auditors.
Election of board members and election of auditors or registered auditing companies
It is proposed that the annual general meeting shall decide that, until the end of the next annual general meeting, the board shall consist of five ordinary members and no deputy members
and that the Company shall continue to have a registered auditing firm as auditor.
Furthermore, the annual general meeting is proposed to re-elect Pål Ahlsén, Igor Rogulj, Anders Lindskog and Lars Åhrman, as members of the board of directors,
and to elect Kerstin Engström as new board member,
until the end of the next annual general meeting.
It is proposed that the board of directors elects one of its members as chairman of the board.
For the period until the next annual general meeting, the annual general meeting is proposed to elect the registered auditing firm EY AB to be the auditor of the Company.
In the event that EY AB is elected, the auditing firm has informed the board that the Authorized Public Accountant Ingemar Rindstig will be appointed auditor in charge.
item 11 - resolution on change to the articles of association regarding removal of the share class preference shares
The board proposes that the annual general meeting resolves to change the Company’s articles of association in order to remove the share class preference shares,
and to execute certain editorial changes.
item 12 - resolution on authorization for the board to resolve upon the issue of class D ordinary shares
The board proposes that the annual general meeting resolves to authorize the board to, on one or more occasions before the annual general meeting 2021,
with or without deviation from the shareholders’ preferential rights,
resolve on new issues of in total not more than 110,000,000 class D ordinary shares against payment in cash,
with provisions of payment in kind or set-off of claims or other conditions.
The purpose of the authorization and the possibility to deviate from the shareholders’ preferential rights is to enable the Company to,
in accordance with an accelerated timetable,
raise funds as part of the Company’s efforts to increase the Company’s credit rating.
The issues shall be made at market terms and conditions,
taking into account any discount on market terms.
The board of directors, or a person appointed by the board of directors,
is authorized to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
other matters
The resolutions of the annual general meeting pursuant to items 11 and 12 are valid only if the resolutions are agreed upon by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the general meeting.
The annual report, consolidated accounts, auditor's report and auditor's opinion, sustainability report and the board's complete proposals for resolutions and related documents will be available at the Company's office,
Svärdvägen 3 A, Danderyd,
and at the Company's website at the address www.akelius.com/shareholder-information/general-meeting no later than three weeks before the annual general meeting.
The documents will be sent to shareholders who request it and state their postal address and will also be available at the meeting.
The documents will be submitted to the annual general meeting.
Shareholders have the right to request information regarding,
on the one hand, conditions that may affect the assessment of a matter on the agenda
and conditions that may affect the assessment of the Company's financial situation.
The board and the managing director shall disclose such information if the board considers that it can be done without material damage to the Company.
The disclosure obligation also applies to the Company's relation to other group companies, the consolidated accounts and such circumstances as regards subsidiaries mentioned above.
Stockholm in March 2020
Akelius Residential Property AB (publ)
The Board of Directors
In the event of conflict in interpretation or differences between this notice and the Swedish version, the Swedish version shall have priority.
Akelius Residential Property AB’s (publ) D-shares are listed on Nasdaq First North Growth Market Stockholm.
Avanza Bank is the Certified Adviser of the Company, ca@avanza.se, +46-8-409 421 20.